Corporate Governance
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Corporate Governance
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Board of Directors
The Board of Directors serves as Hsin Tung Yang's highest governing body. Through a well-defined sustainability governance framework, the Board regularly reviews the implementation and effectiveness of the Company's ESG strategies. Sustainable development goals are integrated into business decision-making and the performance evaluation system to ensure the effective implementation of sustainability-related policies and initiatives.
| The Role of the Board of Directors | |
|---|---|
| Purpose of the Board of Directors | To place sustainable development at the core of business strategy, so as to achieve sustainable operations. |
| Sustainable Development Vision and Strategy | Guided by a sustainable development strategy of "Health and Peace of Mind, Green Commitment, and Shared Prosperity through Companionship," the Company integrates the spirit of ESG into its operating model across food manufacturing and channel services. |
| Avoidance of Conflicts of Interest | In accordance with the Ethical Corporate Management Best Practice Principles and the Corporate Governance Best Practice Principles, the Company has established a sound conflict-of-interest management system, with the Board of Directors bearing ultimate oversight responsibility to ensure that the relevant mechanisms operate effectively. |
The Board of Directors is convened by the Chairman. The current Board comprises seven directors, including one female director. For directors' educational and professional backgrounds, expertise, remuneration, and concurrent positions, see the "Corporate Governance Report" chapter of the 2025 Annual Report. The Board meets at least four times per year; in 2025 it convened four meetings, with a director attendance rate of 89.3%.
| Board Composition | ||||
|---|---|---|---|---|
Number of Director Seats (including independent director) | Independent Directors | Female Directors | ||
| Seats | Percentage | Seats | Percentage | |
| 7 | 0 | 0% | 1 | 14.29% |
| Diversity of the Board of Directors | |||||||
|---|---|---|---|---|---|---|---|
| Title | Name | Gender | Age | Concurrent Position(s) at the Company | |||
| 41~50 | 51~60 | 61~70 | 71~80 | ||||
| Chairman | Mai Kuan-cheng | Male |  | Chairman | |||
| Director | Mai Sheng Yang | Male | | President | |||
| Director | Xing Yang Investment Co., Ltd. | - | |||||
| Representative: Mai Hsiu-Wei | Male | | |||||
| Director | Xing Yang Investment Co., Ltd. | - | |||||
| Representative: Cheng Li-Ming (Note) | Male | | Vice President | ||||
| Representative: Mai Hsiu-Jen (Note) | Male | | |||||
| Director | Mai Chen-Tsang | Male | | ||||
| Director | Li Lung-Chang | Male | | ||||
| Director | Mai Shu-Chu | Female | | ||||
| Board Development of Sustainability Knowledge | |||
|---|---|---|---|
| Participant | Topic Area | Subject and Activity | Training Hours |
| Mai Kuan-cheng | Sustainable Finance | Corporate Governance Forum — Seminar on Financial Fraud Prevention and Fair Treatment of Customers | 3 |
| Mai Kuan-cheng | Sustainable Finance | Corporate Governance Forum — Trends in Anti-Money Laundering and Countering the Financing of Terrorism in the Financial Industry, and the Challenges of Deepening the Internal Ratings-Based Approach | 3 |
| Mai Kuan-cheng | Corporate Social Responsibility and Sustainable Operations | Corporate Governance Forum — ESG + AI + Cybersecurity: Toward Green Technology and the Practice of Sustainability Responsibility | 3 |
| Mai Sheng Yang | Corporate Sustainability | Taiwan Institute for Sustainable Energy (TAISE) — Corporate Sustainability Manager Certification Training Program | 64 |
| Mai Hsiu-Wei | Corporate Governance | 2025 Insider Trading Prevention Briefing | 3 |
| Mai Hsiu-Wei | Corporate Governance | 2025 Compliance Briefing on Insiders' Equity Transactions | 3 |
Remuneration Policies
Director remuneration is determined in accordance with the Company's Articles of Incorporation and shall not exceed 1% of the Company's annual profits, calculated based on profit before tax and prior to the distribution of employee and director remuneration. Director remuneration is paid entirely in cash. The remuneration system for senior management is reviewed by the Compensation Committee, which submits its recommendations to the Board of Directors for approval.
| Directors' and Senior Managerial Officers Remuneration Policy | |
|---|---|
| Item | Implementation Description |
| Clawback mechanism | Bonuses for the President and senior executives are determined primarily on the basis of the Company's operating performance, ESG performance, and total shareholder return (TSR), taking future risks into account. In the event of a material risk incident affecting the Company's reputation, the Company may reduce or cancel bonuses in accordance with the Senior Executive Compensation Clawback Policy. |
| Linking remuneration to ESG sustainability performance | The Company plans to incorporate sustainability performance into its remuneration system in the future, closely linking remuneration to ESG performance. Performance linkage is recognized across four main indicators: voluntary ESG Initiative, source plastic reduction, reduction of secondary packaging, and employee engagement. |
| Retirement benefits | To draw on the experience of retired senior managers, the Company, in light of the long-term development needs of its various operations, rehires retired senior managers as short-term consultants or engages them under fixed-term employment arrangements. |
Functional Committee
| Committee | Statement of Responsibilities |
|---|---|
| Sustainable Development Committee | Formulate the Company's sustainable development policies; monitor the implementation and effectiveness of sustainable development initiatives; oversee sustainability-related disclosures; and supervise sustainability-related affairs and initiatives. |
| Information Security Management Committee | Responsible for approving the Company's risk appetite and reviewing risk assessment results, risk mitigation plans, and internal control measures. |
Participation in Trade Associations
Hsin Tung Yang actively participates in food industry-related organizations and maintains positive interactions with industry peers, which enhances the Company’s influence and fosters partnerships for mutual benefit. Since 2021, the Company has been a member of the Center for Corporate Sustainability, participating in board meetings to align with international trends and collaborating with sustainability benchmarks across various sectors to strive for excellence and create sustainable value.
| Overview of Participation in External Trade Associations 2023–2025 | |||
|---|---|---|---|
| Organizational Category | Position Held | The Company's Management | |
| 1 | Importers and Exporters Association of Taipei (IEAT) | Director | Mai Sheng Yang, President |
| Convener | Jo-Yu Chu, Manager | ||
| Committee Member | President Mai Sheng Yang/Manager Jo-Yu Chu | ||
| 2 | Taiwan Chain Franchise Association (TCFA) | Executive Director | Mai Sheng Yang, President |
| 3 | TJABC | Director | Mai Sheng Yang, President |
| 4 | Taiwan Canners Association | Member | - |
| 5 | International Life Sciences Institute Taiwan (ILSI Taiwan) | Member | - |
| 6 | Taiwan Frozen Meat Products Association | Member | - |
| 7 | Taiwan Frozen Seafood Industries Association | Member | - |
| 8 | Center for Corporate Sustainability (TCCS) | Member | - |
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