Borad of Directors
The Board of Directors is the highest governance unit. It exercises its powers in accordance with the “Articles of Incorporation” and “Rules of Procedure for Board of Directors Meetings” and other relevant laws and policies. It is responsible for Ruentex’s overall strategic direction, financial reporting, and internal audits. It also shares collective responsibility for economic, social, and environmental ESG issues.
Through multiple regular and ad hoc meetings throughout the year, the Board of Directors authorizes the Chairman to set the annual sustainability development goals related to economic, environmental, and social issues concerning corporate governance. These goals are assigned to relevant departments, and reports on key events are made to the Chairman or the Board of Directors. After being tracked by the meeting unit, the reports are submitted at the next board meeting.
| Title | Nationality or Registration Place | Name of the Company Legal Representative | Date of Initial Election to Office | Education and Experience |
|---|---|---|---|---|
| Chairman | ROC | Huei Hong Investment Co., Ltd Representative: Hsu, Sheng-Yu | 2024.06.27 2024.06.27 | Graduate Institute of Business Administration, National Taiwan University. CFO, RT-Mart China |
| Director | ROC | Huei Hong Investment Co., Ltd. Representative: Yin, Chung-Yao | 2024.06.27 2025.05.27 | PhD, University of Oxford, UK Chairman of Nan Shan Life Insurance Company, Ltd. |
| Director | ROC | Shu-Tien Urology and Ophthalmology Clinic Representative: Lee, Chih-Hung | 2024.06.27 2024.06.27 | MBA, Institute of Business Administration, National Taiwan University President, Ruentex Engineering & Construction Co., Ltd. |
| Director | ROC | Shu-Tien Urology and Ophthalmology Clinic Representative: Tsai, Shun-Fa | 2024.06.27 2024.08.02 | MBA, National Dong Hwa University Assistant Vice President of Ruentex Development Co., Ltd. |
| Director | ROC | Kao, Yueh-Mei | 2025.05.28 | Ming Chuan Commercial College, Department of Accounting and Statistics Financial vice president of C-Store Ltd. |
| Director | ROC | Chen, Ciao-Jing | 2025.05.28 | Taipei Municipal Shilin High School of Commerce President of financial Dept., Concord（China）Ltd. |
| Independent Director | ROC | Tang, Gia-Khy | 2024.06.27 | Ph.D. in Decision and Information Sciences, Indiana University, USA Chief Risk Control Officer, Global Life Insurance Co., Ltd. Associate Professor, Department of Information Management, National Taiwan University of Science and Technology Chief Consultant, Alliance Technology Co., Ltd. (IBM) Assistant Professor, Department of Information Management, University of Maryland, USA. |
| Independent Director | ROC | Chen, Shou-Jen | 2024.06.27 | MBA, Department of Business Administration, NCHU President of HR Dept., Concord（China）Ltd. President, Ruen Fu Newlife Corp. |
| Independent Director | ROC | Chen, Miao-Fang | 2024.06.27 | Taipei Municipal Shilin High School of Commerce Vice financial manager of Manger Kwanghua Securities Investment & Trust Co., LTD. Financial manager of Ruentex Construction & Engineering Co., Ltd. |
The professional qualifications of directors
| Name | The professional qualifications and hands-on experiences |
|---|---|
| Chairman Hsu, Sheng-Yu | Graduate Institute of Business Administration, National Taiwan University. Having served as the Assistant Manager of the Department of Finance and Production Department of Ruentex Industrial Co., Ltd.; Vice President of Shing Yen Construction & Development Co., Ltd.; President of Ruentex Construction International Co., Ltd.; Chairman of Ruentex Engineering & Construction; having, as well, served Deputy Treasurer, Financial President, Director, Deputy Chairman of RT-Mart Group of China, with more than 20 years of hands-on experiences accumulated in the aforementioned fields. In possession of abundant hands-on experiences accumulated on practical services, strategic management, leadership as well as the hands-on experiences accumulated the duties required by the Company. |
| Director Yin, Chung-Yao | PhD, University of Oxford, UK Currently serving as the Chairman of Nan Shan Life Insurance Company, Ltd.; Director of Ruentex Development Co., Ltd., Ruentex Engineering & Construction Co., Ltd., Ruentex Material, Ruen Chen Investment Holdings Ltd. In possession of abundant knowledge with ample hands-on experiences accumulated in extensive fields of the aforementioned companies for more than 5 years. |
| Director Lee, Chih-Hung | MBA, Institute of Business Administration, National Taiwan University Currently serving as the Director & President of Ruentex Development Co., Ltd. and Chairman of Ruentex Engineering & Construction Co., Ltd.; Director of Ruentex Material, Ruentex Xuzhan, Ruentex Baiyi. In possession of hands-on experiences accumulated in extensive fields of finance, accounting or businesses required by the Company for more than 5 years. |
| Director Tsai, Shun-Fa | MBA, National Dong Hwa University. Serving as Assistant Vice President of Finance Department, Ruentex Development Co., Ltd. for more than 5 years. In possession of hands-on experiences accumulated in extensive fields of finance, accounting or businesses required by the Company for more than 5 years. |
| Director Kao, Yueh-Mei | Ming Chuan Commercial College, Department of Accounting and Statistics Financial vice president of C-Store Ltd. Financial assistant vice president of Ruentex Interior Design Inc. Accounting assistant vice president of Ruentex Construction Co., Ltd. Accounting assistant vice president of Ruentex Construction International Co., Ltd. Accounting Section Chief of Ruentex Industries Ltd. |
| Director Chen, Ciao-Jing | Graduated from Taipei Municipal Shilin High School of Commerce President of financial Dept., Concord（China）Ltd. Assistant financial manager of Ruentex Industries Limited Vice financial manager of Ping Huei Construction Inc. |
| Independent Director Tang, Gia-Khy | Ph.D. in Decision and Information Sciences, Indiana University, USA Has taught in the Department of Risk Management and Insurance at National Chengchi University, the Department of Information Management at National Taiwan University of Science and Technology, the School of Statistics at Renmin University of China in Beijing, and the Data Mining Center at Xiamen University for more than 10 years. Was a senior manager and consultant for Global Life, Shanghai Wangzi Finance, Beijing Information Mining Information Technology, and IBM. In possession of abundant knowledge with ample hands-on experiences accumulated in extensive fields of the aforementioned companies for more than 5 years. Member of the Audit Committee |
| Independent Director Chen, Shou-Jen | MBA, Department of Business Administration, NCHU Was a President of HR Dept., Concord（China）Ltd., and President, Ruen Fu Newlife Corp. In possession of abundant knowledge with ample hands-on experiences accumulated in extensive fields of the aforementioned companies for more than 5 years. Member of the Audit Committee |
| Independent Director Chen, Miao-Fang | Graduated from Taipei Municipal Shilin High School of Commerce Financial manager of Ruentex Construction & Engineering Co., Ltd. In possession of abundant knowledge with ample hands-on experiences accumulated in extensive fields of the aforementioned companies for more than 5 years. Member of the Audit Committee |
Professional backgrounds, skills and knowledge
| Name | Gender | Age | Nationality | Item | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operational Management | Leadership and Decision-making | Industry-specific Knowledge | Finance and Accounting | Law | Marketing management | Risk management | Information technology | ||||
| Hsu, Sheng-Yu | Male | 61-70 | ROC | v | v | v | v | v | v | ||
| Yin, Chung-Yao | Male | 41-50 | ROC | v | v | v | v | v | |||
| Lee, Chih-Hung | Male | 61-70 | ROC | v | v | v | v | v | |||
| Tsai Shun-Fa | Male | 41-50 | ROC | v | v | v | v | v | |||
| Kao, Yueh-Mei | Female | 61-70 | ROC | v | v | v | v | v | |||
| Chen, Ciao-Jing | Female | 61-70 | ROC | v | v | v | v | v | |||
| Tang, Gia-Khy | Male | 61-70 | ROC | v | v | v | v | v | |||
| Chen, Shou-Jen | Male | 61-70 | ROC | v | v | v | v | ||||
| Chen, Miao-Fan | Female | 71-80 | ROC | v | v | v | v | ||||
Facts about independence attribute of directors and independent directors
| Name | Facts about independence attribute | Concurrently an Independent Director for Other Public Companies |
|---|---|---|
| Chairman: Hsu, Sheng-Yu | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Director Yin, Chung-Yao | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Director Lee, Chih-Hung | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Director Tsai, Shun-Fa | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Director Kao, Yueh-Mei | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Director Chen, Ciao-Jing | Not under any of the categories stated in Article 30 of the Company Act | 0 |
| Independent Director Tang, Gia-Khy | Please refer to the notes below | 0 |
| Independent Director Chen, Shou-Jen | Please refer to the notes below | 0 |
| Independent Director Chen, Miao-Fang | Please refer to the notes below | 0 |
Note:
- Not an employee of the Company or its affiliated companies.
- Not a director or supervisor of the Company or its affiliated companies (except for independent directors of concurrently the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).
- Not holding more than 1% of the outstanding shares issued by the company or among the top 10 natural person shareholders by the person or his/her spouse or minors, or under the name of a third party.
- Not the spouse, the kindred at the second tier under the Civil Code or the direct kin within the third tier under the Civil Code of the managers stated in paragraph 1 or other roles stated in paragraphs 2 and 3.
- Not a director, supervisor or employee of an corporate shareholder directly holding more than 5% of the outstanding shares issued by the company, or a director, supervisor or employee of an corporate shareholder who is among the top 5 shareholders, or a representative of an corporate shareholders appointed as the director or supervisor of the company according to paragraph 1 or 2, Article 27, Company Act (except for independent directors of concurrently the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).
- Not a director, supervisor or employee of a company controlling over one half of the company’s director seats or voting shares under one person (except for independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).
- Not a director of a company or institution whose chairperson and president or equivalent role is the same person or its spouse (except for independent directors of concurrently the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).
- Not a director, supervisor, manager or shareholder holding more than 5% of the outstanding shares of a specific company or institution in a business or financial relation with the company (except for a specific company or institution holding over 20% but less than 50% of the company’s outstanding shares, and independent directors of the company and its parent company, subsidiaries or the subsidiaries of the same parent company established in accordance with this Act or the local laws).
- Not a professional or owner, partner, director, supervisor, manager or the spouse of these roles of a sole proprietorship, partnership, company, or institution that audits or provides related business, legal, financial, accounting services or consultation with service fees accumulating below NT$500,000 in the last two years for the company or its affiliates; except for members of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition exercising powers according to the Securities and Exchange Act or the Business Mergers and Acquisitions Act or related laws or regulations.
- Not a spouse or kindred at the second tier under the Civil Code to any other director.
- Not under any of the categories stated in Article 30 of the Company Act.
- Not elected as a representative to the government or an institution under Article 27 of the Company Act.
Independence of the Board of Directors:
Here at the Company, a total of nine directors were elected in the Board of Directors of 17th Term. Among them, there are 6 general directors and 3 independent directors (33%). The distribution of the age of the directors is: 2 under 50 years old (22%), and 7 over 50 (78%).
Among directors (including both directors and independent directors), the relationship as a spouse or blood relatives within the second degree of kinship is nonexistent.
Policy on diversification of the Board of Directors:
Here at the Company, the Board of Directors plays the role to offer guidelines about the Company’s strategies, monitor the management and assume responsibility to the entire Company and shareholders, take charge of all operation and arrangement about corporate governance. The Board of Directors exercises responsibilities and powers exactly in accordance with the Articles of Incorporation and the decisions resolved in the shareholders’ meeting.
In terms of the structure of the Board of Directors, the Company takes into account the scale of the Company’s business development, shareholding status of key shareholders as well as the hands-on need for practical operations to resolve the total number of nine directorship seats for the Board.
In terms of composition of the Board of Directors, the Company takes diversification into serious account. The directors concurrently serving as the managerial officers shall not exceed one-third of the total number of directorship seats, Toward the hands-on operation, operating styles and demand for business development, the Company has set up policies toward diversification, including but not limited to the standards/criteria toward the two major aspects below:
I. Fundamental conditions and values:
Gender, age, nationality and culture. Among the total number of directorship seats, female directors shall be up to one-third.
II.Professional expertise and skills:
Professional backgrounds (e.g., laws, accounting, industries, finance, marketing or technologies), professional expertise and industries related hands-on experiences.
The Board members shall, in general, possess the know-how, skills and qualities as essential to perform the respective duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
- Ability to make operational judgments.
- Ability to perform accounting and financial analysis.
- Ability to conduct management administration.
- Ability to conduct crisis management.
- Industry-specific Knowledge.
- An international market perspective.
- Ability to lead.
- Ability to make policy decisions.
Succession planning for board members and key management personnel
Succession planning and operation for board members:
The directors of the Company are elected in accordance with the Articles of Association by a candidate nomination system and by a vote of the shareholders’ meeting, which then forms the Board of Directors.
Board members must possess professional backgrounds, skills, and experience in finance, business, and accounting, and have the necessary qualifications and skills to serve as executive directors.
The Company’s board succession plan must meet the following conditions:
- Possess professional background, skills, and industry experience that align with the company’s core values and contribute to the company’s operations and management.
- Honest, responsible, innovative, and decisive.
- The overall board of directors’ expertise should include corporate strategy and management, accounting and taxation, finance, and law.
- The selection process for the company’s director candidates must comply with eligibility reviews and relevant regulations to ensure that when there are vacancies on the board or when there are plans to increase the number of directors, appropriate candidates can be selected in a timely and effective manner.
The Company also has a “ Board Performance Evaluation Method ” , in which board members conduct performance evaluations annually to confirm the effectiveness of the board’s operation and use the evaluation results as a reference for the selection or nomination of directors.
Succession planning and operation for key management levels：
Our company’s main management team currently consists of General Manager Hsu,Chih-Chang and relevant department heads. In order to cultivate key management personnel, our company holds internal and external courses from time to time. The course content not only enhances the management team’s professional knowledge and corporate governance capabilities, but also strengthens their leadership skills, strategic planning and foresight, so as to adapt to the changing trends and keep pace with the times.
Our company conducts an annual MTP (Management Training Program) course for mid-to-senior level executives, sharing insights into company organizational culture and business management based on the extensive industry experience of our senior executives. We also conduct employee performance reviews every six months, using daily observation and performance evaluation to understand areas for improvement, individual development goals, and company expectations. The review results are used as a reference for future succession planning.
With the approval of the Board of Directors, the Company has appointed the Vice President of Financial Management Department as the Chief Governance Officer on May 13, 2021, the Financial Division is in charge of corporate governance related matters, handling affairs relating to holding a Board Meeting or a General Meeting of Shareholders, processing company registration, and producing minutes for Board Meetings and General Meetings of Shareholders.
The Chief Governance Officer education in 2025：
| 進修日期 | 課程名稱 | 進修時數 |
|---|---|---|
| 2025/7/9 | 2025國泰永續金融暨氣候變遷高峰論壇 | 6 |
| 2025/8/29 | CDP對應IFRS S2問題解析報告發布會 強化氣候資訊揭露以提升企業氣候韌性 | 3 |
| 2025/10/16 | 第十五屆臺北公司治理論壇 | 6 |
一、The Audit Committee of the Company consists of all independent directors.At least one meeting shall be held each quarter, and meetings may be convened as needed.
二、Communication between independent directors and the internal chief auditor ：
- The Company’s internal chief auditor sends audit reports to independent directors every month, and reports the audit report results and on the follow-up.
- The summary of communications between independent directors, the audit committee, and the head of internal audit, submitted in 2025, showed that none of the independent directors offered any suggestions for improvement.
| Date | Main points in communication |
|---|---|
| Monthly | Monthly Audit Business Execution Report |
| 2025/01/21 Audit Committee | The audit report for Q4 2024 |
| 2025/05/14 Audit Committee | The audit report for Q1 2025 |
| 2025/08/13 Audit Committee | The audit report for Q2 2025 |
| 2025/11/13 Audit Committee | The audit report for Q3 2025 |
| 2025/12/30 Audit Committee | Discussion of the 2026 internal audit program of this Company |
三、Communication between independent directors and accountant：
- During quarterly and annual reporting periods, the accountants communicate with the audit committee regarding the audit plan, its implementation, and results. Meetings are arranged as needed to address other operational or internal control-related issues requiring immediate discussion.
- In all previous communications between the audit committee and the auditing accountant, no member has offered any suggestions for improvement.
| Date | Main points in communication |
|---|---|
| 2025/03/13 Audit Committee | Results of the audit of 2024 consolidated financial statements |
| 2025/05/14 Audit Committee | Results of the review of the consolidated financial statements for Q1 of 2025 |
| 2025/08/13 Audit Committee | Results of the review of the consolidated financial statements for Q2 of 2025 |
| 2025/11/13 Audit Committee | Results of the review of the consolidated financial statements for Q3 of 2025 |
| 2025/12/30 Individual meeting | Explanation on issues of audit planning linked up with the Company’s Financial Statements 2025. |
The Company’s Board of Directors shall conduct an internal performance evaluation annually in accordance with the evaluation procedures and indicators outlined in these Measures. The performance evaluation of the Company’s Board of Directors shall be conducted at least once every three years by an external professional independent organization or a team of external experts and scholars. The results of both internal and external performance evaluations of the Board of Directors shall be completed before the end of the first quarter of the following year.
The scope of the Board’s assessment includes performance evaluations of the entire Board, individual directors, and functional committees. The assessment methods include internal self-assessment by the Board, self-assessment by functional committees, and self-assessment by individual directors.
In late December 2025, nine “Director Self-Evaluation Questionnaires” were distributed by the Board’s governing team and all have been returned. The compiled results of the Board’s performance evaluation have been submitted to the 6th Session, 4th Meeting of the Remuneration Committee on February 10, 2026.
The Board of Directors and its members’ self-assessment questionnaires were compiled into the 2024 Board of Directors Performance Evaluation Report, along with the performance evaluations from the functional committees’ performance evaluation forms.
In October 2024, our company commissioned the Taiwan Investor Relations Association to conduct its first performance evaluation of the company’s board of directors. The reasons for the independence of the association and its executive experts include:
- No direct or indirect material financial interest with the evaluated company.
- No business relationship with the evaluated company or its directors and supervisors that could affect independence.
- No gifts or donations of significant value from the evaluated company or its directors, supervisors, managers, or major shareholders. The three experts also issued a “Declaration of Independence.”
The organization issued an external evaluation report based on the company’s board meeting minutes, current internal policies, other supporting documents, and publicly available information. The report combined self-assessment questionnaires and on-site interviews across five dimensions: board composition and professional development, board decision-making quality, board operational efficiency, internal control and risk management, and the board’s participation in corporate social responsibility. The evaluation report, along with recommendations, was compiled for internal use by the company and will serve as a reference for subsequent decision-making regarding improvement measures.