Corporate Governance Responsibilities

On November 9, 2018, the board of directors passed a resolution and appointed Chief Financial Officer LI, KUO-WEI to take on the role as a corporate governor to provide information required by directors and supervisors to carry out their duties as well as assist them to organize board meetings and shareholder meetings in accordance with laws and regulations.

In 2019, the following business was conducted:
  1. Assisting independent directors and general directors in performing their duties, providing the required information, and arranging director training:
    • (1) Regularly notifying board members of the revisions of the Company's scope of operations and the latest laws and regulations related to corporate governance.
    • (2) Inspecting the confidentiality of relevant information, providing Company information required by directors, and maintaining smooth communication and interaction between directors and each business manager.
    • (3) Arranging relevant meetings in accordance with the Corporate Governance Code when directors need to meet with the internal audit manager or certified public accountant separately to understand the Company's financial conditions.
    • (4) Developing the annual training plan and scheduling the training programs for independent directors and general directors in accordance with the industry characteristics of the Company and the background of the directors’ education and work experience.
  2. Assisting with the rules of procedure, resolutions, and legal compliance of the board meetings and the shareholders' meetings:
    • (1) Reporting the corporate governance of the Company to the board of directors, independent directors, audit committees or supervisors. Confirming that the Company's shareholder meetings and board meetings are carried out in accordance with relevant laws and regulations as well as the Corporate Governance Code.
    • (2) Reminding the directors to follow the laws and regulations when carrying out their duties or making a formal resolution at the board meetings, and making suggestions when the board of directors make a legally non-compliant resolution.
    • (3) Reviewing the significant information to be released based on the resolutions made at the board meetings. Ensuring the legal compliance and correctness of information to protect investor rights & fair trade equity.
  3. Maintain Investor Relations: Arranging for the directors to exchange and communicate with major shareholders, institutional investors, or general shareholders as necessary. This helps investors to collect adequate information to evaluate and determine the reasonable capital market value of the Company, while the shareholders' rights and equities can be fully protected.
  4. Formulating the rules of procedure for the board meeting, notifying the directors 7 days in advance, convening the meeting, and providing the meeting materials. Reminding the directors of any conflict of interest to be avoided in advance and providing the meeting minutes within 20 days after the meeting.
  5. Registering the date of the shareholders' meeting in advance according to law, formulating the notices of meetings, agenda handbooks, and rules of procedures within the statutory time limit, and making changes and registrations when revising the articles of association or re-electing directors.

Advanced studies showed as follows in 2019:

Date
Institution
Course
2019/09/27 會計研究發展基金會 最新「公司法」修正之員工獎酬制度因應實務
2019/09/27 會計研究發展基金會 經濟犯罪中「商業判斷法則」之適用與法律責任探討
2019/11/01 證券交易所 有效發揮董事職能宣導會

Board of Directors and Its Duties & Responsibilities

Taiwan Fu Hsing Industrial Co., Ltd. has developed diversification policies for the board members that were reported to the board of directors for approval and implementation. According to the articles of association, the nomination and election of the Company's board members are based on the candidates' educational attainment and working experience to ensure the diversification and independence of its board members (among which one female member is included). Those who specialize in business management, decision making, industrial knowledge, and business judgment include LIN,JUI-CHANG, CHEN,CHIEN-KUN, CHU,JUNG-HO, and LIN,TZU-HSUAN. Those who contribute to social welfare include LIN,JUI-CHANG and Michael A. Hoer. Those who observe the global market include LIN,JUI-CHANG, Michael A. Hoer, CHU,JUNG-HO, and LIN,TZU-HSUAN. Both independent directors are competent in financial accounting and other relevant matters.

Position
Name
Educational Attainment and Working Experience
Chairman
LIN,JUI-CHANG
Graduated from the Department of Accounting, Soochow University , Chairman of Taiwan Fu Hsing
Director
CHEN,CHIEN-KUN
Graduated from the Department of Accounting, General Manager of Taiwan Fu Hsing
Director
CHU,JUNG-HO (corporate representative of Fu Zhi Investment Co., Ltd.)
EMBA from the Graduate Institute of National Sun Yat-sen University, Business Group President of Taiwan Fu Hsing
Director
Michael A. Hoer (corporate representative of Fu Zhi Investment Co., Ltd.)
MBA from Brigham Young University Medifast, Inc., Honorary chairman of CooperDirectionalDrilling.;Medifast, IncDirector
Director
LIN,TZU-HSUAN (corporate representative of Hong Cheng Investment Co., Ltd.)
MBA from University of Technology Sydney, Business Group Assistant Vice President of Taiwan Fu Hsing
Independent Director
CHANG,LING-LING
Graduated from the Department of Accounting, Member of Taiwan Fu Hsing Remuneration Committee
Independent Director
CHEN, YUNG-CHUN
Graduated from the Department of Accounting, Member of Taiwan Fu Hsing Remuneration Committee
Supervisor
Corporate representative of Fu Yuan Investment Co., Ltd. LIN,WEN-HSING
Director of Formflex Metal Industrial (Changshu) Co., Ltd. and Director of Zi yong Hardware Products (Taicang) Co. Ltd.
Supervisor
Corporate representative of Fu Yuan Investment Co., Ltd. HUANG,FU-TI
Supervisor of Fortress Industrial Co., Ltd. and Independent Director of Emerging Display Technologies Corp.
Supervisor
Corporate representative of Fu Zhi Investment Co., Ltd. LIU,JU-SHAN
General Manager of IBF Venture Capital, Graduated from the Department of Industrial Management of the Graduate Institute of National Taiwan University of Science and Technology

Professionalism and independence of the board of directors

According to item 3, article 20 of the Corporate Governance Best Practice Principles formulated by our company, each board member shall have the necessary knowledge, skills, and literacy to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
1. Ability to conduct management administration.
2.Leadership and decision-making skills.
3.Knowledge and expertise of the industry.
4.Ability to make operational judgments.
5.Ability to perform accounting and financial analysis.
6.An international market perspective.
7.Social care.

The diversity of the board of directors

To strengthen corporate governance and promote the ideal development of board composition and structure, the “policy of board diversity” listed in the “Corporate Governance Best Practice Principles” formulated by our company has highlighted: the composition of the board of directors should give serious consideration to the demands of the company, including business model, direction of business management and future development trends, and evaluate all kinds of diversity aspects such as basic requirements and values (gender, age, nationality etc.), professional experience (security and gate control, management consulting, manufacturing, electronic technology etc.) and professional knowledge and skills (ability to perform accounting and financial analysis, leadership and decision-making skills, risk management ability etc.).

The present board of our company is formed by 7 directors, with 5 general directors and 2 independent directors. The board members all possess rich experience and specialty in the fields of finance, commerce and business management. In addition, the composition of the board of directors is determined by taking gender equality into consideration, with female directors accounting for 14% of the total. 1 female director is included among the current 7 directors, which is 14%. The relevant implementation of the diversity policy of the board of the directors is as follows:

 

 

Implementation of Diversity in the board of directors

diversity-policy.png (51 KB)

Performance Appraisal of the Board

 

Performance Appraisal of the Board

In 2019, a total of board meetings were held and the attendance of the directors and the supervisors were as follows:

Position
Name
Number of actual attendance
Number of delegated attendance
Rate of actual attendance (%)
Notes
Chairman
LIN,JUI-CHANG
7
0
100%
 
Director
CHEN,CHIEN-KUN
7
0
100%
 
Director
CHU,JUNG-HO (corporate representative of Fu Zhi Investment Co., Ltd.)
7
0
100%
 
Director
Michael A. Hoer (corporate representative of Fu Zhi Investment Co., Ltd.)
6
0
86%
 
Director
LIN,TZU-HSUAN (corporate representative of Hong Cheng Investment Co., Ltd.)
6
0
86%
 
Independent Director
CHANG,LING-LING
7
0
100%
 
Independent Director
CHEN, YUNG-CHUN
7
0
100%
 

2019 attendance of independent directors at each meeting (7 times in total): ●:attendance in person; ■:delegate attendance ; ▲:absent

2019
1st
2nd
3rd
4th
5th
6th
7th
CHANG,LING-LING
CHEN, YUNG-CHUN

其他應記載事項:
證交法第14條之3所列事項暨其它獨立董事反對或保留意見且有記錄或書面聲明之董事會議決事項,應敘明董事會日期、期別、議案內容所有獨立董事意見及公司對獨立董事意見之處理情形:
董事會日期
重要決議
獨立董事意見
對獨立董事意見之處理
108.01.25
審議「107年度員工酬勞總金額暨董監酬勞分配案」
同意通過
不適用
審議107年度經理人員員工薪酬案
同意通過
不適用
108.03.22
審議107年度決算表冊案
同意通過
不適用
決定107年盈餘分派
同意通過
不適用
108.05.10
審議108年發放端午節年節獎金有關董事長、經理人案
同意通過
不適用
108.06.21
訂定民國107年度盈餘分派之現金股利除息基準日
同意通過
不適用
108.08.09
審議108年發放中秋節年節獎金有關董事長、經理人案
同意通過
不適用
108.09.20
 
擬購置座落本洲工業園區不動產,提請討論案
同意通過
不適用
108.11.08
 
本洲工業園區不動產購置擬案之後續情形報告
同意通過
不適用
審議109年度稽核計畫
同意通過
不適用

Communication between independent directors and auditors

(1) Internal auditors may contact the independent directors directly if necessary. The communication situation is good.

(2) The independent directors and the head of the internal auditing team hold a forum at least once a year to fully communicate major audit findings and opinions with regard to internal and external auditing conducted.

The communication between independent directors and the head of the auditing team is as follows:

台灣福興工業股份有限公司

108年度內部稽核人員與獨立董事座談記錄

 

時間:民國108118(星期五)下午2:00

地點:本公司137會議室

邀請:獨立董事:張玲玲女士、陳永春先生

稽核及記錄:陳淑敏、楊璧瑛

事項

查核情形說明

獨立董事

之建議及指正

一、稽核人員查核進度

1.      民國108年度稽核計畫查核項目共計76項作業,截至本次座談會止已完成55項之查核作業。

(請參閱附件1)

2.      稽核人員依108年之稽核計畫時序進行查核中,查核完畢之作業已出具稽核報告呈核,並交付獨立董事及監察人核閱。

3.      預計108/11/17~108/11/22至常熟執行實地查核(查核子公司個體:福弘金屬、合興門控、福誠包裝)

4.      依計畫於10812月份,對子公司同興進行第一次查核。

5.      預計10812月份展開由各單位進行108年度內控制度自行評估,以作為各單位檢視內控制度設計是否妥當及執行是否有效之依據。

 

二、稽核人員查核結果說明

截至本次座談會止,108年度查核項目中,未發現重大異常或損失之情事。

惟,查核過程中,部份查核發現雖未造成公司損失,但有作業程序瑕疵或風險者,由稽核室發出「查核發現暨改善回覆表」要求受查單位提出說明及改善對策:(請參閱附件2)

1.     1901CP-105檢驗不合格作業:進料檢驗人力不足致人員疏失。

2.     1901CP-106投保作業:承辦人員對保單標的與附加條款內容認知不足。

3.    1903CO-110物料管理:研發測試用樣品未依程序領用。

4.     1904AU-1資勇太倉實地查核發現。

5.    1906AU-3朕豪實地查核發現。

6.    1908AU-4漢軍實地查核發現。

7.    1909AU-5合興實地查核發現。

 

1901CP-106投保作業:

1、建議增加水災險及地震險:因應全球氣候變異,暴雨成災之案例頻繁,以及台灣位處地震帶,地震風險相對較高,請評估增加此二項保險之必要性。

2、尋找保險公司時,請將保險公司規模理賠條件與時效性,列入評核重點。

109年度查核計畫說明

1.     民國109年度稽核計畫共編列80項查核項目,包含內部控制制度九大循環及重要的內部管理作業皆納入查核項目(請參閱附件3)提報董事會討論通過後,上傳主管機關申報。

2.     排定10936891112月分別至各子公司執行實地查核(查核個體:資勇太倉、艾德克、福弘常熟、福誠包裝、合興、合興門控、朕豪、漢軍、同興及興暘等10家公司)

3.     要求上列10家子公司針對重要查核項目,每季執行自行稽核,並出具自行稽核報告交付稽核室覆核後彙整呈報:

(1)       從事衍生性商品交易

(2)       背書保證、資金貸與他人

(3)       存貨長庫齡管理

(4)       逾期應收帳款管理

 

其他討論事項

1.     是否有建議或要求加強查核之項目?

2.     是否有其他建議及指正事項?

 

Communication between independent directors and accountants

(1) The accountants may directly communicate with the independent directors if necessary. The communication situation is good.

(2) 2. The accountants report to the independent directors at least once a year on the financial status of the company, the financial and overall operations and internal controls of domestic and oversea companies to the independent directors. Thorough communication shall be made on whether there are any major adjustments to the entries or amendments in regulations and policies affecting the accounting situation.

The communication between the independent directors and accountants is as follows:

事項

內容說明

建議及結果

1.民國108年第3季合併財務報告

(1)重要財務及營運事項。

(2)近期法令更新。

(3)年度查核規劃階段治理單位之溝通。

l   無異議。

l   提報董事會通過後如期公告及申報主管機關。

2.其他討論事項

 

 

l   無異議。

 

The Operation of the Remuneration Committee

The Remuneration Committee had meetings for two times in 2019. The attendance of members are showed as follows:

Position
Name
Attendance in Person
Attendance in proxy
Actual Attendance Rate (%)
Remarks
Convener
CHANG,LING-LING
2
0
100%
 
Member
CHEN,CHIN-CH
2
0
100%
 
Member
CHEN,YUNG-CHUN
2
0
100%
 

Other matters that should be noted:

1.  If the Board of Directors do not accept or intent to modify suggestions made by the Remuneration Committee, then date of Board of
Director’s Meeting, term, content of the motion, resolutions, and reactions to the suggestions made by the members of Remuneration Committee should also be addressed (If the remuneration proposal approved by the Board of Directors is better than the proposal suggested by the Remuneration Committee, the divergence and the reason should also be addressed).

2. For motions that are determined by the Remuneration Committee, if committee members hold objective or withholding comments and such comments are recorded or taken down as written statement, then date of the meeting of Remuneration Committee, term, content of motions, all committee members’ opinions and the reactions to the suggestions should also be addressed.

 

Remuneration committee and deliberations

Established upon unanimous approval by the Board in December 2011, the remuneration committee is comprised of professional and independent members that meet the requirements set out in Articles 5 and 6 of the “Regulations Governing the Appointment and Exercising of Powers by the Remuneration Committee” with professional and objective positions Appointed by the resolution of the Board, the committee consists of two independent directors and one professional representative . The functions of the Committee are to plan, evaluate and propose policies and systems for the compensation of directors, supervisors and managerial officers of the Company to the board of directors for its reference in decision making.

Name
Educational Attainment
CHANG,LING-LING
Graduated from the Department of Accounting, Soochow University
CHEN,CHIN-CHI
Graduated from the Department of Accounting, Soochow University
CHEN,YUNG-CHUN
Graduated from the Department of Accounting, Soochow University
Date/session of compensation committee meeting
Content of resolutions and follow-up processing
Results
Company’s responses and reactions towards the opinions given by the compensation committee
The third year and fourth time
108.01.25
Review of the proposal for the ‘2018 total employee and supervisor compensation’
Agreed and approved unanimously by the compensation committee
Agreed and approved unanimously by the board of directors who attended the meeting
Review of the 2018 management compensation proposa
Agreed and approved unanimously by the compensation committee
Agreed and approved unanimously by the board of directors who attended the meeting
The third year and fifth time
108.05.10
Review of the ‘2019 distribution of holiday bonuses for the dragon boat festival for management and the chairman of the board’
Agreed and approved unanimously by the compensation committee
Agreed and approved unanimously by the board of directors who attended the meeting
The third year and sixth time
108.08.09
Review of the ‘2019 distribution of holiday bonuses for the mid-autumn festival for management and the chairman of the board’
Agreed and approved unanimously by the compensation committee
Agreed and approved unanimously by the board of directors who attended the meeting