The Board of Directors of the company is responsible for guiding the company's strategy, supervising the management team, making decisions on important matters, and being accountable to the company and its shareholders. They ensure that the Board of Directors exercises its powers in accordance with the law, the company's articles of incorporation, or resolutions of the shareholders' meeting. The Board of Directors is also responsible for the following:

  1. The company's operating plan.
  2. Annual financial reports and quarterly financial reports.
  3. Establishing or amending internal control systems and assessing their effectiveness.
  4. Establishing or amending procedures for the acquisition or disposition of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees for significant financial transactions.
  5. Raising, issuing, or privately placing equity-like securities.
  6. The appointment or removal of the Chairman of the Board.
  7. The appointment or removal of financial, accounting, or internal audit executives.
  8. Donations to related parties or significant donations to unrelated parties.
  9. Other significant matters as required by laws, articles of incorporation, resolutions of the shareholders' meeting, or regulations of the competent authority.


The current (sixth) Board of Directors consists of nine directors, including five independent directors. Their term is from May 25, 2023, to May 24, 2025.

 

Board Members

Chairman Chuan Lin

Current Position(s): Chairman, TTY Biopharm Company Limited

Education:
Ph.D., Economics, University of Illinois at Urbana-Champaign, USA

Director Hsiao, Carl

Current Position(s):
Director, TTY Biopharm Company Limited
Director, Dawan Technology Co., Ltd.
Director, American Taiwan Biopharm Co., Ltd.

Education:
PharmD, University of the Pacific Thomas J Long School of Pharmacy MBA, University of the Pacific Eberhardt School of Business

Director Wu, Yong-Liang

Current Position(s):
Supervisor, Da-Wan Technology Co., Ltd.

Education:
Taipei Medical University School of Pharmacy

Director Chou, Kang-Chi

Current Position(s):
Chairman and CEO, IROC Co., Ltd.
Independent Director, CCP Contact Probes Co., Ltd.
Independent Director, Radium Construction Co., Ltd.
Independent Director,APEX Wind Power Equipment Manufacturing CO., LTD.
Director, Super Dragon Technology Company Limited.
Director, ATrack Technology Inc.

Education:
International MBA, University of St. Thomas, Minnesota State, USA

Independent Director Chou, Te-Yu

Current Position(s):
Associate Professor, Department of Finance, National Chengchi University
Independent Director and Compensation Committee Member, Cooperative Bank Commercial Bank
Director, Catholic Cardinal Tien Hospital Foundation
Member, Review Committee for Complaints against Promotional Partnerships, Ministry of Finance
Member, Evaluation Committee for the Transfer of Business Operations to Private Enterprises, Ministry of Finance

Education:
Ph.D. in Economics from Virginia Polytechnic Institute and State University
Bachelor's degree in Physics from National Tsing Hua University

Independent Director Huang, Yaw-Bin

Current Position(s):
Professor of Pharmacy Kaohsiung Medical University
Chief Pharmacist of Kaohsiung Medical University Chung-Ho Memorial Hospital

Education:
PhD in Pharmacy, School of Pharmacy, Kaohsiung Medical University
MS in Pharmacy, School of Pharmacy, Kaohsiung Medical University
BS in Pharmacy, School of Pharmacy, Kaohsiung Medical University

Independent Director Chen, Rwei-Syun

Current Position(s):
Independent Director, GENERAL BIOLOGICALS CORP.

Education:
MBA, Columbia Business School, USA
Bachelor’s Degree in Biology, National Taiwan Normal University

Independent Director Wu, Shiow-Ming

Current Position(s):
Adjunct Professor in the Department of Land Economics, National Chengchi University

Education:
Ph.D. in Law, Ludwig Maximilian University of Munich
Master of Laws, National Chengchi University

Independent Director Lai, Yuen-Liang

Current Position(s):
Honorary Consultant at MacKay Memorial Hospital
Adjunct Professor at MacKay Medical College
Chairman of Taipei YMCA
Vice Chairman of Taiwan Allied Container Terminal Corp.

Education:
Diploma, Palliative Medicine, College of Medicine, University of Wales
Bachelor of Medicine, Chung Shan Medical University
Bachelor of Pharmacy, Taipei Medical University

 

According to Article 20 of our company's "Corporate Governance Best Practices," our diversity policy includes the following:

  1. Board Structure:

    • The appropriate number of directors should be determined, taking into account the company's scale of operation and the shareholding situation of major shareholders. This should be in accordance with operational needs but should be five or more directors.
    • Directors concurrently serving as company executives should not exceed one-third of the board seats.
    • Diversity should be considered in terms of gender, age, nationality, culture, etc., with a target of achieving a ratio of female directors to total board seats of at least one-quarter.
  2. Professional Knowledge and Skills:

    • Directors should possess diverse professional backgrounds, skills, and industry experiences, including fields such as law, accounting, industry expertise, finance, marketing, or technology.
    • Capabilities should include judgment in operations, financial and accounting analysis, management skills, crisis management, industry knowledge, an international market perspective, leadership, and decision-making skills.

 

In the current (sixth) Board of Directors, there are nine directors, including five independent directors. The board members come from various fields, including industry, academic institutions, medical units, and financial and securities expertise, aligning with the company's "Corporate Governance Best Practices" on the diversity of board members in terms of knowledge, skills, and qualifications necessary for the company's development and execution of duties.

Based on our company's business model and strategic direction, directors with capabilities necessary for the company's stage of development are selected. This includes Chairman Chuan Lin, who has extensive experience in the government, academia, and international arena; Director Kang-Chi, Chou, who has a background in management; Director Yong-Liang, Wu, with knowledge and experience in the pharmaceutical and biotech industry; Independent Director Te-Yu, Chou, with a wealth of financial experience; Independent Director Rwei-Syun, Chen, who has a background in international financial institutions and biotech business development; Director Carl Hsiao, with a background in the US pharmaceutical market and sales channels; and Independent Director Yaw-Bin, Huang, with extensive knowledge and background in the pharmaceutical and biotech industry; Independent Director, Shiow-Ming, Wu, who has a background in law; Independent Director, Yuen-Liang, Lai, with knowledge and experience in the pharmaceutical and biotech industry.

Implementation of the diversity policy for the Company’s Board of Directors:

Title Chairperson Director Independent Director
Name Representative of TTY:
Chuan Lin
Representative of TTY:
Carl Hsiao
Representative of TTY:
Chou, Kang-Chi
Representative of TTY:
Wu, Yung-Liang
Chou, Te-Yu Chen, Rwei-Syun Huang, Yaw-Bin Wu, Hsiu-Ming Lai, Yuen-Liang
Professional Background and Competency
Financial accounting              
Financial law          
Business administration      
Crisis management        
International market perspective      
Industry knowledge      
Leadership and decision-making    

 

Note:

The Company’s current board of directors consists of nine members, none of whom are employees of the company. Among them, two are female directors, accounting for 22.22% of the board seats. The target ratio is set at 33%. When the current board’s term expires and new elections take place, the Company will actively work toward achieving this target for female board representation. The age distribution of the board members is as follows: one member aged 36 to 40, one member aged 56 to 60, three members aged 61 to 65, one member aged 66 to 70, one member aged 71 to 75, and two members aged 76 to 80. Among the board members, one holds U.S. citizenship, while the remaining eight are citizens of R.O.C. The Company has appointed five independent directors, accounting for 55.56% of the Board. Among them, four have served for less than three years, while one is in their third term with a tenure exceeding six years. There are no spousal or second-degree kinship relationships among the Board members, and the Board is in compliance with Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Therefore, the Company deems its Board of Directors independent.

 

Succession Planning for Board Members and Important Management

In accordance with the company's established Corporate Governance Best Practices, the selection of Board of Directors members should consider diversity. The formulation of appropriate diversity policies should take into account the company's own operations, business model, and development needs. These policies include, but are not limited to, standards in the following two major aspects:

  1. Basic Conditions and Values: Factors such as gender, age, nationality, and culture, with a target that the ratio of female directors should reach one-fourth of the total board seats.

  2. Professional Knowledge and Skills: Consideration should be given to the professional backgrounds (e.g., legal, accounting, industry, finance, marketing, or technology), professional skills, and industry experiences of directors.

In 2023, the company conducted a comprehensive election of new Board of Directors members, all of whom met the qualification review and relevant regulations.

On March 22, 2016, the company established methods for evaluating the performance of the Board of Directors and functional committees. Through the assessment of control over company goals and missions, perception of responsibilities, engagement in operations, internal relationship management and communication, professional expertise, continuous learning, and internal controls, the effectiveness of the Board of Directors' operation was confirmed. These assessments also served as a basis for evaluating the performance of directors, providing reference for future director selection.

The company currently has department-level executives besides the Chairman and General Manager. To promote sustainable development and cultivate key talents in various fields, the company initiated the Talent Development Program (TDP) starting from 2012. This program is integrated into the company's Key Performance Indicators (KPIs) and aims to develop the top leadership in three professional areas: business, marketing, research and development, and management. Additionally, since 2022, the company has been consistently developing its core team, focusing on empowering leaders. A phased Empowerment Leadership Program was launched to plan the succession of key personnel in various departments.

In 2022:

  • The "Empowerment Leadership Program" was launched to establish a succession pipeline within the organization. A team consisting of 15 executives and 13 department members collaborated for 8 months, participating in 10 sessions and numerous strategic discussions. This elite team collectively formulated four organizational strategies.
  • Talent sustainability was officially incorporated into the ESG policy, with a focus on organizational talent development and leadership succession. Various professional courses and managerial training programs were continued, and academic-industrial internship projects with campuses were conducted. The results of talent sustainability initiatives led the company to receive recognition, participating in the HR ASIA Asia's Best Employer Brand Awards in 2022 and being distinguished among 330 enterprises.
  • Organizational growth momentum was sustained. Starting in August, the company collaborated with the Executive Management Knowledge Base to introduce two programs: "Leader Club" and "Talent Lab" Reading Programs. These programs, tailored to the developmental needs of talent at different levels, offered monthly thematic book clubs (e.g., management, innovation strategy, talent development, strategic thinking, leadership, and conflict management). Through case sharing and experience exchange, a positive management mindset and consistent organizational language were established, fostering a learning organization.
  • To meet the organization's development needs, the Venus Project was launched to cultivate cross-functional professionals, with a primary focus on business and marketing talents. Members selected for this program will undergo a year of training to establish a solid professional foundation and gain opportunities for future job rotation.

 

In 2023:

  • Talent Sustainability is one of our core ESG principles. We continuously focus on organizational talent development and campus outreach, offering various professional and managerial training courses, and collaborating with universities on industry-academia internship projects.
  • Starting in January, we launched two collaborative reading programs, "Leader Club" and "Talen Lab," in conjunction with the "Managerial Knowledge Base." Based on talent development and management function needs, we have planned 11 learning themes, with a total of 33 participants. Monthly book clubs are held on different topics (such as entrepreneurial thinking and effective communication), using case discussions and experience sharing to build the right management mindset and a common language within the team for managers and key personnel, gradually moving towards a learning organization.

 

In 2024:

  • "Talent Sustainability" is one of our company's core ESG principles. We continuously focus on organizational talent development, gradually building a succession pipeline for management through annual promotions and job rotations. We also provide and subsidize various professional and managerial training courses to enhance management capabilities. Simultaneously, we actively collaborate with academia to promote industry-academia collaboration and talent cultivation, proactively identifying and nurturing potential talent to achieve organizational sustainability.
  • In July, our company signed a memorandum of understanding with National Yang-Ming University to jointly offer the "Career Navigator" course (September-December) and promote biotechnology and pharmaceutical research. This initiative aims to cultivate a team of industry mentors within the organization while assisting students in exploring the biotechnology and pharmaceutical industry, the healthcare environment, and socio-economic development. Through interdisciplinary learning and practice, students will reflect on their future career paths, cultivating the next generation of outstanding talent with both scientific and humanistic qualities.
  • From August to November, we will offer DEI (Diversity, Equality, Inclusion) lectures and manager workshops to cultivate organizational culture and enhance inclusive leadership with a focus on psychological safety. We advocate for diverse communication and collaboration, achieving team cohesion and mutual benefit through two-way performance reviews. This helps management strengthen team diversity and trust, laying the foundation for talent succession. Diversity and inclusion are key to sustainable corporate development. By practicing DEI, companies can not only create a more inclusive work environment, improving employee satisfaction and loyalty, but also stimulate innovation and enhance corporate competitiveness.
  • To welcome the arrival of the AI ​​era, we will launch the "AI Empowerment: Building High-Efficiency Presentation Skills" series of courses in August. This series will guide teams to consider the possibilities of human-machine collaboration from three aspects: perspective-taking, logical structuring, and precise expression. Through the synergy of knowledge and skills, we will meet future challenges and opportunities, ensuring organizational talent development and sustainability.

 

In 2025:

  • The company's core objective is to build a learning organization, and it considers "talent sustainability" a key strategy. In addition to continuously promoting training courses for professional and managerial functions, it actively plans and promotes diverse talent development programs to meet organizational development needs and cultivate future key and leadership talent. Simultaneously, through the implementation of the Product-Driven Development (PDP) system, it guides employees to conduct effective personal learning and career planning, promoting both personal growth and organizational development.
  • Core Function Strengthening: In January, a "Functional Forging Workshop" was held, led by professional consultants to deepen core competencies in teamwork and self-leadership. In November, a seminar titled "Reframing Thinking: Changing Perspectives, Restarting Life" was held, guiding colleagues to view themselves and challenges from a new perspective through mindset transformation.
  • Internal Selection and Group Rotation Development Mechanism: From June to July, internal selection and cross-group rotations were conducted. Through the accumulation of practical experience in different business units and positions, strategic thinking, cross-departmental collaboration, and a holistic business perspective were cultivated, preparing a robust leadership pipeline for the company's medium- and long-term development.
  • Management Function Enhancement: From September to December, a course to enhance the functions of new managers will be offered. A "shared reading mechanism" will be implemented to promote the exchange of management knowledge and the sharing of practical case studies, thereby strengthening managerial capabilities.
  • Digital Transformation Empowerment: In November, a "Power BI Data Application Course" will be launched. Through intelligent tools, this course will help colleagues improve work efficiency and decision-making accuracy, demonstrating innovative value.