Board of Directors

     In accordance with the Articles of Association, the Company has five to nine directors for a term of three years and adopts the candidate nomination system. Among the above directors, the minimum number of independent directors shall not be less than 2 and not less than one fifth of the seats in the board, which shall be elected by shareholders from the list of candidates for independent directors. The Company elected the 6th Board of Directors (7 directors, including 3 independent directors) at the regular meeting of shareholders in June 2018 for a term from June 21, 2018 to June 20, 2021. In order to establish a good governance system of the Board of Directors with improved and strengthened supervision and management, the “Regulations Governing Procedure for Board of Directors Meetings” is hereby formulated for compliance in accordance with the stipulation of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies”.

   Performance Evaluation of the Board of Directors

The Company revised the “Regulations Governing Procedure for the Performance Evaluation of Board of Directors” on March 14, 2016, and carried out the performance evaluation regularly in accordance with the provisions of the Regulations. The performance evaluation of the Board of Directors in 2018 has been completed according to the indicators listed in the Regulations, and the evaluation results have been submitted to the first Compensation Committee in 2019 for discussion (held on March 7, 2019). The result of the performance evaluation of the Board of Directors in 2018 was 100%.
The performance evaluation of the Board of Directors of the Company includes five aspects as following:
    1. Participation in the operation of the Company
    2. Improvement of the decision-making quality of the Board of Directors
    3. Composition and structure of the Board of Directors
    4. Selection and continuing education of directors
    5. Internal control
The result of the performance evaluation of the Board of Directors in 2018 was 100%, according to which the overall operation of the Board of Directors is still in good condition.
In addition, the Company has disclosed the “Regulations Governing Procedure for the Performance Evaluation of Board of Directors” on the website for reference.

 Resume of Directors 

Title

Name

Main experiences (education background)

Chairman

Huang, Shan-Ney

PhD of Michigan State University
He once served as the Director of Agriculture and Food Agency, Council of Agriculture, Executive Yuan and the Director of Tainan District Agricultural Research and Extension Station, Council of Agriculture, Executive Yuan
At present, he also serves as the Chairman of Microbio Co., Ltd. and Harmony Organic Agriculture Foundation in addition to the Chairman of Oneness Biotech Co., Ltd.

Independent Director

Li, Kung-Ta

PhD in Applied Life Engineering, University of Tokyo

He once served as a researcher in the Development Center for Biotechnology.

At present, he is also a professor in the Department of Biochemical Science and Technology of NTU in addition to an Independent Director of Oneness Biotech Co., Ltd.

Independent Director

Lu, Suei

Department of International Business, Tunghai University

She once served as the Assistant Manager in the Management Department of Microbio Co., Ltd.

Independent Director

Huang, Jui-Wen

Department of Accounting, Shih Chien University

She once served as the Senior Manager in the Finance Department of First International Telecom Corp.

At present, she is also the Manager in the Finance Department of 3D Global Biotech Inc. in addition to an Independent Director of Oneness Biotech Co., Ltd.

Director

Kuo, Hsien-Shou

PhD, Faculty of Pharmacy, Meijo University

At present, he is also a professor of Taipei Medical University in addition to the representative of Legal Director of Oneness Biotech Co., Ltd.

Director

Hsu, Shih-Hua

Department of Applied Economics, National Chung Hsing University

He once served as the Deputy Manager in the Trust Department, the Deputy Manager in the Savings Department and the Branch Manager of Chinfon Commercial Bank Co., Ltd.

Director

Cheng, Chih-Hui

Department of Accounting, Tamkang University

She once served as the Assistant Manager in the Finance Department of Microbio Co., Ltd.

At present, in addition to the Director of Oneness Biotech Co., Ltd., she is also the Deputy General Manager in the Finance Department of Oneness Biotech Co., Ltd., the Director of Diamond BioFund Inc. and concurrently the Deputy General Manager of Finance Department.


Diversification of Board Members:

The Company has stipulated in the “Code of Practice on Corporate Governance” that the Board of Directors shall be diversified, which means appropriate diversification policies should be formulated according to their own operation, business modes and development needs except that the number directors who concurrently serve as the managers of the Company should not exceed one third of the seats in the board. At present, only the Chairman and one Director concurrently serve as the managers of the Company, less than one third of the seats in the board. Moreover, the board members of the Company have both financial and industrial background in terms of professional knowledge and skills, Directors Kuo, Hsien-Shou and Li, Kun-Ta are the current professor of Taipei Medical University and professor of Department of Biochemical Science and Technology of NTU respectively; Directors Huang, Jui-Wen and Cheng, Chih-Hui are the current Financial Manager of 3D Global Biotech Inc. and the current Deputy General Manager in the Finance Department of the Company respectively, who are both financial professionals and familiar with the industrial development. 28% Directors of the Company have employee status, 43% are Independent Directors and 43% are female Directors. Two Directors are over 70 years old, one is between 60 and 69 years old, and four are under 60 years old. The Company attaches great attention to gender equality in the composition of the Board of Directors, and the ratio of female Directors has reached more than 30%. Therefore, the Company does implement the diversification policy stipulated in the Code of Practice.