公司治理
Corporate
Governance

Corporate Governance Structure

With a commitment to ethical business practices and transparent governance, we have put in place a sound corporate governance framework. We strive to ensure the effectiveness of board operations, strengthen management oversight mechanisms, and protect the interests of shareholders and all stakeholders. The Board of Directors is the highest decision-making body in our corporate governance structure and is responsible for formulating corporate strategies, supervising operational performance, and overseeing risk management. To enhance the quality of governance and ensure professional decision-making, the Board has established several functional committees to oversee auditing, compensation, nomination, and sustainable development. Each committee provides independent and expert advisory input in their respective areas: financial transparency, internal controls, talent strategy, and sustainability.

Board of Directors

The Company’s Board of Directors adopts a Nomination Committee review mechanism and a formal director nomination system to select director candidates through institutionalized and transparent procedures. This ensures that Board members possess appropriate professional competence and diverse backgrounds, and that the composition of the Board reflects diversity, professionalism, and independence.

In accordance with its duties, the Nomination Committee conducts a prudent assessment of director candidates, considering factors such as integrity and reputation, professional background, industry experience, independence, and potential contributions to the Company’s operations. The Committee also considers the overall structure and needs of the Board, including age composition, diversity of expertise (such as operations management, finance and accounting, legal affairs, and sustainability), as well as the inclusion of female directors. Based on this assessment, a list of director candidates is proposed for Board approval. Upon approval by the Board, the Company proceeds with public disclosure and the election of directors at the shareholders’ meeting in accordance with applicable laws and regulations.

This system balances professional competence and governance responsibilities in Board composition, helping to enhance overall Board effectiveness, strengthen oversight mechanisms, and promote the Company’s long-term sustainable development and the maximization of stakeholder value. For details on the Company’s Board diversity policy and its implementation, please refer to the Annual Implementation Status and the Annual Report.

Board Members

Chairman
Chang-Shiou, Wu
Education

PhD. Civil Engineering & Engineering Mechanics, University of Arizona, USA

Current job/Experience

◆ Current job:
Chairman, Chien Kuo Construction Co., Ltd.
Chairman (corporate representative) and President, CKTech Engineering Co., Ltd.
Director (corporate representative), Golden Canyon Venture Capital Investment Co., Ltd.
Director (corporate representative), Golden Canyon II Venture Capital Investment Co., Ltd.
Director of Silver Shadow Holding Limited

◆ Experience:
President, Chien Kuo Construction Co., Ltd.
Director, Golden Canyon Limited Director of CK Asia Co., Ltd
Director, Kunshan Jiandu New Materials Co., Ltd.
Director, Nantong Jianye Commercial Concrete Co., Ltd.
Director, Suzhou Chien HUA Concrete Co., Ltd.
Director, Wuxi Chien Pang Concrete Co., Ltd.
Director, Yangzhou Chien Yung Concrete Co., Ltd.
President, Pei Fon Co. Ltd. (Shanghai)
President, Ruentex Resource Integration Co. Ltd.
President, Ruentex Engineering & Construction Co., Ltd.

Vice Chairman
Chi-Te, Chen
Education

MBA, University of Santa Clara, USA

Current job/Experience

◆ Current job:
Vice Chairman, Chien Kuo Construction Co., Ltd.
Director, Chia Hsin Cement Corporation
Chairman (corporate representative), Jui Huei Trading Co., Ltd.
Chairman, Chien Hwei Investment Co., Ltd.
Chairman (corporate representative), Rock Publishing International
Chairman (corporate representative), Golden Canyon Venture Capital Investment Co., Ltd.
Chairman (corporate representative), Golden Canyon II Venture Capital Investment Co., Ltd.
Director (corporate representative), CKTech Engineering Co., Ltd.
Chairman, Te Ching Investment Co., Ltd.
Director, Silver Shadow Holding Limited
Director, Golden Canyon Limited
Director, CK Asia Co., Ltd.
Chairman, Chien Huei Cultural & Educational Foundation
Chairman, Chien Kuo Foundation for Arts and Culture
Director (corporate representative) and Vice Chairman, China Real Estate Management
Director (corporate representative), Chia Hsin Property Management and Development

◆ Experience:
Director (corporate representative), TCC Group Holdings Co., Ltd.
Director, Shun Long (Hong Kong)
Chairman, Chien Kuo Building Co., Ltd.

Director
Chung Cheng
Education

Master of Electrical and Computer Engineering, University of California, USA
Master of Business Administration of Santa Clara University, USA

Current job/Experience

◆ Current job:
Chairman, China Real Estate Management Co., Ltd.
Chairman (corporate representative), China Development Asset Management Co., Ltd.
Director, Key ware Electronics Co., Ltd.
Director (corporate representative), VIVASOLIS Biotechnology Co., Ltd.

Director
Chu-Hsin, Lee
Education

Bachelor of Electrical Engineering, National Chiao Tung University

Current job/Experience

◆ Current job:
Independent Director, Qbic Technology Co., Ltd.
Director Independent, China United Insurance Group Co., Ltd.

Director
Chi-Hsin, Chen
Education

Department of Business of Kaohsiung Commercial and Industrial Vocational High School

Current job/Experience

◆ Current job:
Manager, Business Division of Headway Advanced Materials Inc.

Director
Chen-Ching, Chen
Education

MBA, NYU Stern, USA

Current job/Experience

◆ Current job:
Chairman (corporate representative), Chien Kuo Building Co., Ltd.
Chairman (corporate representative), Chien Bang Real Estate Development Co., Ltd.
Director (corporate representative), CKTech Engineering Co., Ltd.
Director (corporate representative), Golden Canyon Venture Capital Investment Co., Ltd.
Director, Chien Ya (Shanghai) Information Technology Co., Ltd.
Director, Silver Shadow Holding Limited Director of Golden Canyon Limited
Director, CK Asia Co., Ltd.
Supervisor, Te Ching Investment Co., Ltd.

Independent Director
Chin-Pao, Tsai
Education

M.S. in Accounting, National Chengchi University
M.A., Graduate School of Law, National Chengchi University

Current job/Experience

◆ Current job:
Independent Director, ECOVE Environment Corporation
Director, Tuntex Incorporation
Chairman (corporate representative), Jiaguang Development Industrial Co., Ltd.
Chairman (corporate representative), Maestro Mind Development Corporation
Director (corporate representative), TransGlobe Life Insurance Inc.
Director (corporate representative), Orient Recreation and Development Corp.

◆ Experience:
Independent Director, Tanvex BioPharma, Inc., Taiwan Branch (Cayman Islands)
Director (corporate representative), FCB International Financing Leasing, Ltd.

Independent Director
Li-Hsing, I
Education

M.S., Civil Engineering, University of Texas at Austin, USA

Current job/Experience

◆ Current job:
Chairman, Citygreat Information Technology Co., Ltd.
Adjunct Associate Professor, Department of Business Administration & Department of Civil and Construction Engineering, National Taiwan University of Science and Technology
Director, Hold Crown Company Limited
Managing Supervisor, Mahasati Meditation Taiwan
Supervisor, Construction Management Association of the Republic of China

Independent Director
Tai-Sheng, Yen
Education

Bachelor of Business Administration, California State University, Fresno, USA

Current job/Experience

◆ Experience:
Director and President, Operations and Information Human Resources of Citibank Asia Pacific
Vice President, Human Resource Department of Citibank (Taiwan) Limited
HR Director, FedEx Corporation Central Asia and North Asia Pacific
HR Director, ExxonMobil North Asia Pacific
Vice President, Human Resource Department of Bank of America (Taiwan)
HR Director, AVON Cosmetics (Taiwan), Ltd.
Consultant, TransGlobe Life Insurance Inc
Judge, Elite Awards of Taiwan Academy of Banking and Finance
Lecturer, National Academy of Civil Service
Course Consultant, Graduate Institute of International Human Resource Development, National Taiwan Normal University

Sustainable Development Committee

To realize the Company’s management vision of “A New-generation Construction Team: Powered by Technology, Embracing Social Purpose and a Humanistic Aesthetic,” the Company established a Sustainability Development Committee in November 2022. The Committee actively promotes and strengthens sustainability management across environmental, social, and corporate governance (ESG) aspects, with the aim of enhancing the Company’s management framework, committing to environmental protection, and fulfilling corporate social responsibility, thereby achieving sustainable business operations. For a summary of the Sustainable Development Committee’s annual responsibilities and operational performance, please refer to the Annual Implementation Status and the  Annual Report.  

Audit Committee

In accordance with applicable laws and regulations, the Company has established an Audit Committee composed of three independent directors. Leveraging their professional expertise and independent, objective positions, the Audit Committee assists the Board of Directors in overseeing the fairness, integrity, and transparency of engineering operations, accounting practices, auditing, and financial controls.

The Audit Committee’s scope of review includes the accuracy of the Company’s financial statements; the appointment, dismissal, independence, and performance of the external certified public accountants; the effective implementation of the internal audit system; the Company’s compliance with laws and regulations; and the management of potential risks. For a summary of the Audit Committee’s annual responsibilities and operational performance, please refer to the Annual Implementation Status and the Annual Report.

Remuneration Committee

In accordance with applicable laws and regulations, the Company has established a Remuneration Committee composed of three independent directors. Drawing on their professional expertise and independent, objective positions, the Committee assists the Board of Directors in formulating and reviewing compensation and remuneration policies for directors and senior executives, ensuring fairness, integrity, and transparency of the system.

The Committee’s scope of review includes the compensation framework, standards, and structure; the reasonableness of individual remuneration; and the alignment of compensation with the Company’s performance and operational risks. The Committee also ensures that remuneration policies comply with relevant regulations and support the Company’s long-term development objectives. For a summary of the Committee’s annual responsibilities and operational performance, please refer to the Annual Implementation Status and the Annual Report.

Nomination Committee

To enhance Board effectiveness and strengthen the talent management mechanism, the Company established a Nomination Committee in March 2024 upon resolution of the Board of Directors. The Committee is composed of three directors: Independent Director Li-Hsing I, Independent Director Chin-Pao Tsai, and Director Chen-Ching Chen, with Independent Director Li-Hsing I appointed as the Convenor.

The Nomination Committee is responsible for formulating and reviewing the qualifications and selection criteria for candidates for directors and senior executives, as well as regularly reviewing succession plans for directors and management. For a summary of the Committee’s annual responsibilities and operational performance, please refer to the Annual Implementation Status and the Annual Report.

Internal Audit Regulations

  • The Company’s Audit Office is an independent unit staffed with professional auditors and reports directly to the Board of Directors. In addition to making regular reports to the Board, the Audit Office also reports regularly or irregularly to the Chairman and the Audit Committee.
  • The Audit Office is structured with an Audit Supervisor, audit personnel, and designated deputies. In addition to meeting the required qualifications stipulated by the Securities and Futures Bureau (FSC), internal auditors are required to participate in continuing professional education related to internal auditing each year and to complete the required filings in accordance with regulations.
  • The Company has established management regulations governing the appointment and dismissal, performance evaluation, compensation and remuneration of internal audit personnel. These matters are submitted by the Audit Supervisor for approval by the Chairman of the Company. Performance evaluations are conducted twice annually. The relevant regulations have been disclosed on the Company’s Internal Regulations webpage.
  • Internal audit activities are conducted in accordance with the Regulations Governing the Establishment of Internal Control Systems by Public Companies, the Company’s internal control system, and the internal audit implementation guidelines. The scope of internal audits covers all operations of the Company and its subsidiaries to ensure the appropriateness, effectiveness, and efficiency of internal audit.
  • Based on the annual audit plan approved by the Board of Directors, auditors conduct audit projects formulated through risk identification. After audit reports are issued, the Audit Office regularly tracks and reports on the progress of corrective action plans, and conducts special audits or follow-up reviews as necessary.
  • Internal audit also periodically reviews the internal control self-assessment activities performed by each department to ensure effective implementation and the quality of documentation. Together with internal audit results and the status of corrective actions, these reviews provide the basis for the President and the Board of Directors to assess the overall effectiveness of the internal control system and to issue the Internal Control Statement. This statement has been published in accordance with regulations in the annual report, prospectus for public offerings, and other disclosure documents. The annual internal audit plan, audit execution status, internal control deficiencies, and the status of corrective actions for abnormal matters have all been duly filed in a timely manner on the Market Observation Post System (MOPS), as required.