We also establish an Audit Committee to perform supervision and establish a Remuneration Committee that is responsible for formulating, reviewing, and evaluating directors, managers and other salary and remuneration related policies. At the same time, the Audit Committee and the Remuneration Committee have also formulated the organizational rules for compliance for these two respective Committees.
Furthermore, to thoroughly implement corporate sustainability actions, in 2018 CSRC established the Measures for the Establishment of the Corporate Sustainability Committee. In December 2023, the Board of Directors resolved to elevate the Corporate Sustainability Committee to the level of a functional committee, thereby actively promoting the implementation of corporate sustainability, ethical corporate management, and social responsibility.
CSRC has seven directors in accordance with the provisions of Article 192-1 of the Company Act. The director election method adopts the candidate nomination system, and directors are appointed by the shareholders’ meeting from the list of director candidates, allowing for consecutive re-election of directors. In 2023, CSRC had eight directors, all of whom were male. Four of them were independent directors. Note accounting for 50%, exceeding one-third and complying with statutory requirements. Among them, five were over 51 years old (62.5%), and three were aged 41-50 years old (37.5%). Directors with employee status accounted for 12.5%.
The 18th Board of Directors of the Company emphasizes diversity, comprising elites from industry and academia. Their industrial experience covers finance, business, finance, investment and mergers and acquisitions, risk management, operations management and other capabilities. Furthermore, CSRC is committed to promoting diversity and inclusion within it Board of Directors, firmly believing that female directors can bring unique perspectives and expertise to the board, thereb enhancing the comprehensiveness and innovativeness of decision-making. On March 19, 2024, the Board of Director underwent a comprehensive re-election, increasing the number of directors from 8 to 9, including the nomination of on female director, who was elected at the 2024 General Meeting of Shareholders on May 28, 2024.
Legal Entity Name | Representative Name | Education | Experience |
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Taiwan Cement Corp. | Kung-Yi, Koo | Master of Business Administration, Wharton College, University of Pennsylvania, USA |
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Taiwan Cement Corp. | Kuo-Hong, Yeh | Master's degree, Department of Accounting, National Taipei University |
|
TCC Investment Co. Ltd. | Feng-Ping Liu | MS in Technology Application and Human Resources Development, National Normal University |
|
Chi-Wen, Chang | Master of Accounting and Management, California State University Fresno |
|
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Pei Yang Co., Ltd | Nan-Chou, Lin | Master of LA TROBE University, Australia |
|
Independent Director | Tzu-Nan, Chia | Master of Business Administration, University of Southern California |
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Independent Director | Liang, Chang | PhD in Economics, State University of New York, Albany |
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Independent Director | Yen-Wei, Ding | College Lasalle Hotel & Restaurant Management |
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Independent Director | Hsiao, Yu-Chieh |
Master of Laws, New York University School of Law
Attorney, R.O.C.
Attorney, New York State, USA
|
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董事長 | 董事成員 | 國籍 | 性別 | 產業經驗 | |||||
---|---|---|---|---|---|---|---|---|---|
財務 | 商務 | 金融 | 投資併購 | 風險管理 | 營運管理 | ||||
董事長 | 辜公怡 | 中華民國 | 男 | v | v | v | v | v | v |
董事 | 葉國宏 | 中華民國 | 男 | v | v | v | v | v | |
董事 | 張啓文 | 中華民國 | 男 | v | v | v | |||
董事 | 林南舟 | 中華民國 | 男 | v | v | v | |||
獨立董事 | 賈子南 | 中華民國 | 男 | v | v | v | v | v | |
獨立董事 | 丁原偉 | 中華民國 | 男 | v | v | v | v | ||
獨立董事 | 張 樑 | 中華民國 | 男 | v | v | v | v | v | v |
本公司董事會由 7 席學識經驗豐富之董事組成 (包含 3 席獨立董事)。董事成員注重多元化,主要職責監督,督促公司遵守法令及誠信經營,另外董事會與經營團隊維持良好的溝通管道及良性互動,指導公司業務之執行及重大決策之決議,以確保公司發展及保障股東權益。
採公司法第 192 條之 1 候選人提名制度,由股東會就董事候選人名單中選任。本公司董事會每季至少召開一次,但遇有緊急情事時,得隨時召集之。董事會之公告均有依照法令規定,公告至公開資訊觀測站作揭露。
Composed entirely of independent directors, the Committee’s primary purpose is to strengthen the internal supervision mechanism of corporate governance and enhance the Company’s operational efficiency. The Audit Committee is responsible for managing the Company's financial operations and regulatory compliance, establishing internal controls and material financial transaction processing procedures. It ensures that the interests of the directors do not influence company decisions, reviews material transactions, appoints (removes) CPAs, and oversees the accuracy and compliance of financial statements, handling other material matters designated by the Company or regulatory authorities. Committee meetings are to be held at least quarterly and ad hoc meetings may be held at any time as needed. During 2023, the Committee held a total of seven meetings with an attendance rate of 92%.
The Remuneration Committee is composed of independent directors, with Mr. Chia Tze-Nan serving as the convener. The Committee evaluates, formulates, and reviews the compensation policies and systems for directors and executives from a professional and objective standpoint. It provides recommendations on performance assessment, compensation policies, systems, standards, and structures, submitting relevant decisions to the Board of Directors for review. Committee meetings are to be held at least twice a year and ad hoc meetings may be held at any time as needed. During 2023, the Committee held a total of four meetings with an attendance rate of 100%.
The Committee is composed of Chairman Jason Koo, independent director Chia Tze-Nan, and independent director Hsiao Yu-Chieh as members. The Committee is dedicated to improving the Company's overall sustainability practices. Externally, it is responsible for reviewing the Sustainability Report, identifying sustainability issues of interest to stakeholders. Internally, it formulates the Company's sustainability policies, key performance indicators for each functional group, goals, plans, and reviews performance implementation. In principle, the Committee shall convene every six months. It may be flexibly adjusted when necessary, but it shall be convened at least once a year. One Committee meeting was held in 2023.
CSRC's internal audit is an independent unit directly under the Board of Directors. In addition to reporting to the Board of Directors, it reports to the Chairperson and to the Audit Committee quarterly or when necessary. The auditors are all full-time personnel, including one audit supervisor and one auditor. All are qualified as a Certified Internal Auditor. Appointment and removal of internal auditors is done according to relevant laws and regulations and approved by the Audit Committee and submitted for resolution of the Board of Directors.
The Audit Office is responsible for handling matters concerning the self-assessment of the Company’s internal control system, reviewing the self-assessment report of the internal control system of each unit and subsidiary of the Company and assisting and supervising the implementation of the internal control system of each subsidiary.
The audit supervisor attends the entire Board of Directors and audit committee every quarter. They carry out the business report of the audit office, explaining the audit findings of each inspected unit and the follow-up improvement status. During meetings of the Audit Committee and the Board of Directors, independent directors may provide comments on the content of the audit report, and it will be explained by the audit supervisor. For the approval of the annual audit plan, when the audit office drafts the annual audit plan it will also check the audit key points after the risk assessment. It will list the items to be audited each month in detail, and make detailed explanation to the Audit Committee and the Board of Directors, and it shall be approved by the Audit Committee and the Board of Directors. It is expected that the internal audit operations will meet the needs of corporate governance. In addition to meetings for communication, audit supervisors, accountants and independent directors also directly contact and communicate with each other as needed at any time, maintaining a good interactive relationship.
Name | Attendance |
---|---|
Yao-Sheng, Chen | 2 |
Yen-Wei, Ding | 2 |
Ruu-Tian,Chang | 2 |
Name | Attendance |
---|---|
Tzu-Nan, Chia | 3 |
Yen-Wei, Ding | 3 |
Liang, Chang | 3 |
勞資關係、薪酬福利、人才發展策略、幹部培訓、教育訓練、勞工安全 | |
886-2-2531-6556 | |
csrc_hr@csrcgroup.com |
產品品質、產品穩定度、產品價格、售後服務、付款條件、交期、客訴後反應 | |
886-2-2531-6556 | |
csrc.sales@continentalcarbonasia.com |
詢比議流程、驗收流程、付款流程、合約管理 | |
886-2-2531-6556 | |
ebidding.csrc@csrcgroup.com |
財務績效、公司治理、企業社會責任及永續經營、法令遵循、未來成長潛力、股利政策、公司競爭力 | |
886-2-2531-6556 | |
csrcir@csrcgroup.com |
CSRC takes the highest professional ethical standards as a self-requirement, abiding by discipline and zero tolerance for corruption, and does not allow any bribery, fraud, misuse of Company assets or sacrifice of Company interests in exchange for personal gain. In the future, we will continue to evaluate the revisions of regulations such as governance, product liability, and environmental protection, in order to make adjustments in advance to meet regulatory requirements. To strengthen compliance with the Company's Ethical Corporate Management Best Practice Principles, ensuring employees fully understand the Company's regulations regarding receiving hospitality, socializing, gifts, and other benefits, specific Procedures for Receiving Hospitality, Social Interaction, and Gifts as well as Gift Giving and Receiving Management Regulations have been established.
To strengthen our ethical corporate management policy and deepen ESG-related issues, CSRC has proposed a five-point strategy as the basis for future improvement.
In order to establish an honest and transparent corporate culture and promote sound management, CSRC has a Reporting System for Violations of Professional Ethics. This includes instructions on reporting channels and processing procedures, ensuring the legal rights and interests of informants and related persons. For any internal or external stakeholders of CSRC, if they find anything that may endanger the reputation and the safety of the property of CSRC, or any corruption, theft, embezzlement, private practice, fraud, or other unethical and dishonest behavior, then reports and complaints can be made through the following reporting channels of CSRC:
The whistleblower can make a named report or an anonymous report, and can provide relevant specific information and documents. If the report is named, the reporter should provide their name and contact information. If the relevant information and documents are not complete, it will not be accepted.
CSRC has integrated the value of ethical management and ethical behavior into the Company’s business strategy, and cooperates with laws and regulations to establish relevant anti-fraud measures to ensure honest operation and ethical behavior. Through the Reporting System for Violations of Professional Ethics, we ensure that the opinions of internal and external stakeholders can be communicated through unobstructed channels. (The scope of application of this approach includes subsidiaries of CSRC, foundations where direct or indirect donations cumulatively exceed fifty percent, and other group enterprises and organizations with substantial control capabilities.) Thededicated unit is the Audit Office. When necessary, it will cooperate with Regulatory Compliance or other relevant departments to ascertain relevant facts. For reported cases that are accepted, the identity of the informant, the content of the investigation, the investigation process and the investigation results are all properly kept and access rights are restricted. At the same time, it promises to protect the informant from being improperly dealt with due to the report. If the report is verified to be true, relevant units of CSRC will be instructed to review the internal control system and operating procedures, propose improvement measures and report to the Board of Directors to prevent the same incident from happening again. In addition, we also encourage internal and external personnel to report dishonest behavior or misconduct, and bonuses will be awarded according to the circumstances of the report.