Corporate Governance

HOPAX advocates and acts upon the principles of operational transparency and values shareholders’ rights. We believe that the basis for successful corporate governance is a sound and effective Board of Directors. In line with this principle, now the corporate governance structure includes Shareholders Meeting, Board of Directors, Audit Committee, Remuneration Committee, Technology Development Committee and Auditing Office. The corporate governance chart is shown as below,

Corporate Govenance Structure

 

Board of Directors

In accordance with the Company's Articles of Incorporation, the Company's Board of Directors is set up with seven directors, three of whom are independent directors ,including two females. They are comprised of a diverse group of professionals such as finance, accounting, chemical engineering, industrial engineering.

Position Name Elected Date Education & Experience
Chairman Tsung-Tien, Kuo 06/20/2023 PhD in Chemical Engineering, University of Missouri
Vice Chairman Mei-Lin, Kuo 06/20/2023 Hospitality Management M.A., George Washington University
Director John-See, Lee 06/20/2023 President, Industrial Technology Research Institute (ITRI)
Director, Taiwan Semiconductor Manufacturing Company (TSMC)
PhD, Illinois Institute of Technology, USA
Director JORAY CO., LTD. 06/20/2023  
Representative of JORAY CO., LTD.
Chi-Rong, Huang		 06/20/2023 Wharton School, University of Pennsylvania, Bachelor of Science in Economics
Director Chung-Sheng, Cheng 06/20/2023 Master of Business Administration, National Sun Yat-sen University
Independent Director Hsieng-Cheng, Tseng 06/20/2023 President, National Hsinchu University of Education
Commissioner, Education Bureau of Kaohsiung City
Professor and Director of the Department of Chemical Engineering, University of Science and Technology
Ph.D., Department of Chemical Engineering, University of Washington
Independent Director  Jen-Chyuan, Lee 06/20/2023 Deputy Minister, Council of Agriculture
Secretory General, Council of Agriculture
Director General, Department of Fisheries, Council of Agriculture
Ph.D., Department of Fisheries and Allied Aquaculture, Auburn University, Alabama, USA
Independent Director Li-Chiu, Chang 06/20/2023 Chairman, Yuanta Securities
Independent Director Guan-Hua, Huang 06/20/2023 Founder of Smart Capital Inc.


Committees
HOPAX has established the “Remuneration Committee”, “Audit Committee” and “Technology Development Committee” to promote the corporate governance, and achieved the goals of corporate sustainability. The duties and operations of Committees are as below:

Committees

Duties

Operations

Remuneration Committee
  • Prescribe and periodically review the performance , remuneration policy, rules, standards, and structures of directors and managerial officers.
  • Periodically evaluate the performance and remuneration of directors and managerial officers.
  • There are 3 members in the Company’s Remuneration Committee, The Committee shall be composed of the entire number of independent directors. (Li-Chiu Chang, Lee Jen-chyuan,  Tseng Hsieng-Cheng)
    The convener is     Li-Chiu Chang.
  • Meeting at  least twice a year.
  • Convened 3 times Remuneration Committee in 2024  and each member’s attendance rate was 100%.
  • The Remuneration Committees was set up in 2012.

Audit Committee
  • Present fairly in Consolidated Financial Statements.
  • Hiring or dismissal, independence, performance of independent auditor.
  • Assessment of the effectiveness of the internal control system.
  • Legal compliance.
  • Management of Corporate risk.
  • There are 4 members in the Company’s Audit Committee, The Committee shall be composed of the entire number of independent directors. (Li-Chiu Chang, Lee Jen-chyuan,  Tseng Hsieng-Cheng and Guan-Hua Huang)
    The convener is     Li-Chiu Chang.
  • Meeting at least once a quarter and are held as needed.
  • Convened 5 times Audit Committee in 2024  and each member’s attendance rate was 100%.
  • The Audit Committees was set up in 2017.

Technology Development Committee
  • Discuss and suggest the direction of development and crucial technologic project.
  • There are 5 members in the Company’s Technology Development Committee, including 3 directors(Kuo Tsung-Tien, Lee John-See and Huang, Chi-Rong), 2 independent directors(Lee Jen-chyuan, Tseng Hsieng-Cheng).
  • Meeting at least twice a year.
  • Convened 2 times Technology Development Committee in 2024   and average member’s attendance rate was 100%.
  • The Technology Development Committees was set up in 2016.

The Attendance of Audit Committee in 2024
There are 4 members in the Company’s Audit Committee.
The Committee shall be composed of the entire number of independent directors.

Audit Committee met 5 times in 2024 and the attendance of members is shown as follows:
Name Frequency of
meetings		 Attendance
in person		 Be absent
or By proxy		 Percentage
of Attendance
(%)
 Jen-Chyuan,
Lee		 5 5 0 100％
 Hsieng-Cheng,
Tseng		 5 5 0 100％
Li-
Chiu,
Chang
 		 5 5 0 100%
Guan-Hua,
Huang		 5 5 0 100%

The Attendance of Remuneration Committee in 2024
There are 3 members in the Company’s Remuneration Committee.
The Committee shall be composed of the entire number of independent directors.

Remuneration Committee met 3 times in 2024 and the attendance of members is shown as follows:
Name Frequency of
meetings		 Attendance
in person		 Be absent
or By proxy		 Percentage
of Attendance
(%)
 Jen-Chyuan,
Lee		 3 3 0 100％
Hsieng-Cheng,
Tseng		 3 3 0 100％
Li-
Chiu,
Chang  		 3 3 0 100%