Board of Directors
Lin, Tsung-Lin
ChairmanEducation: Department of Forestry, National Pingtung University of Science and Technology.
Work Experience: Chairman, President, FALCON.
Other current positions: Chairman of Shun Xin International Construction Co., Ltd. ;Chairman of Shang Bo International Co., Ltd. ;Chairman of Shang Yang International Industries Co., Ltd. ;Chairman of Shang Wei Investment Co., Ltd. ;Chairman of Yue Yang International Industries Co., Ltd.;Chairman of Tai Lin Development Co., Ltd.;Chairman of Qing Yang International Industries Co., Ltd.;Chairman of Qing Jing Investment Co., Ltd.;Chairman of Qing Jing Ning Investment Co., Ltd.;Chairman of Qing Jing Lin Real Estate Co., Ltd.;Chairman of Qing Jing Lin Investment Co., Ltd.;Chairman of Qing Jing Lin Development Co., Ltd.;Chairman of Qing Jing Lin Assets Co., Ltd.;Chairman of Yang Ji Co., Ltd.;Chairman of Jing Cen Real Estate Co., Ltd.;Chairman of Lin Coffee Co., Ltd.;Chairman of Lin Ju Investment Co., Ltd.;Chairman of Lin Yu International Industries Co., Ltd.;Chairman of Xiang Yang International Development Co., Ltd.;Director of Cang Fu Development Construction Co., Ltd.;Supervisor of Qing Jing Ning Construction Co., Ltd.;Supervisor of Rui Yang Construction Co., Ltd.
Tung, Shang-Yu
Vice ChairmanEducation:Department of Industrial Engineering and Management, National Kaohsiung University of Applied Sciences.
Work Experience:Vice Chairman, General Manager, FALCON.
Other current positions:Chairman of Kuang Shang Construction Co., Ltd.;Chairman of Kuang Shang Investment Co., Ltd.;Chairman of Guangcheng Advertising Co., Ltd.;Chairman of Guangcheng International Industries Co., Ltd.;Chairman of Guangcheng Advertising Co., Ltd.;Chairman of Liancheng Advertising Co., Ltd.;Supervisor of Linju Investment Co., Ltd.
Lin, Yi-Zhen
DirectorEducation:Master's in Business Administration (MBA) from Long Island University, USA; Bachelor's in Accounting from New York University, USA.
Work Experience: Assistant Vice President, Private Banking at Taishin Bank, Hong Kong.
Other current positions: Executive Assistant to the General Manager.
Zhang, Yu-Xin
DirectorEducation: Department of Business Administration.
Work Experience:Executive Assistant at Shang Yang International (Ltd.)
Other current positions:Executive Assistant at Shang Yang International (Ltd.)
Wu, Zhi-Chi
Independent DirectorEducation:Accountancy Of Shih Chien University.
Work Experience:The Managing Partner of Kangchu & Co. Certified Public Accountants Firm.
Other Current Positions:Director Of Song Yu Financial Advisory Limited;Independent Director of Global View Co., Ltd.;Independent Director of Cen Link Co., Ltd.
Gong, Xin-Jie
Independent DirectorEducation:Juris Doctor from the University of Minnesota Law School, and Bachelor of Laws from the Department of Law at National Chengchi University.
Work Experience:Lawyer At Global Network Commerce Legal.
Other Current Positions: Independent Director of Ji-Haw Industrial Co., Ltd.
Chen, Li-Yun
Independent DirectorEducation:Ph.D. in Economics from Xiamen University and EMBA (Executive Master of Business Administration) from National Chengchi University.
Work Experience:Instructor at Taiwan Stock Exchange.
Other Current Positions:Chairman of Yuankang Healthy Living Ventures Co., Ltd.;Chairman of DiHong Management Consulting Advisors Limited;Independent Director of Sea Mild Biotechnology Co., Ltd.
Board Competencies and Diversification
In accordance with Article 20 of the Corporate Governance Best Practice Principles for Listed and OTC Companies, the composition of the board of directors should consider diversification and incorporate the knowledge, skills, and qualities required for the execution of their duties. To attain the ideal goals of corporate governance, the board of directors as a whole should possess the following capabilities:
- Ability to make operational judgements
- Ability to perform accounting and financial analysis
- Ability to conduct management administration
- Ability to conduct crisis management
- Knowledge of the industry
- An international market perspective
- Leadership
- Ability to make policy decisions
The board members of our company are selected in the spirit of diversity, with the board composed not only of shareholder representatives but also industry experts and professionals from various fields. The board consists of a total of 7 directors, including 3 independent directors (43% of the total). The age distribution of directors is as follows: 1 person aged 60 and above, 3 persons aged 51 to 60, 2 persons aged 41 to 50, and 1 person aged 21 to 30. In line with promoting gender equality policies and enhancing board structure, aiming to achieve a goal of increasing the proportion of female directors to over one-third (30%), the current composition of the board includes 71% male members (5 individuals) and 29% female members (2 individuals). Efforts will be made in the future to increase the number of female directors to meet the specified target.
Our company is dedicated to building a strong presence in the fields of machine tools, real estate, and property, aspiring to become a model of business excellence. Examining the list of our board members, Chairman Lin, Tsung-Lin has extensive experience in the company's business domains, grasping the intricacies of industry operations and development. His leadership style is open, and he is receptive to diverse perspectives.
Directors Tung, Shang-Yu and Lin, Yi-Zhen have joined our management team, bringing a deep understanding of our organization and business operations. They excel in operational management, investment judgment, and possess a keen understanding of the international market. Among our female members, Director Zhang, Yu-Xin specializes in operational management and human resources. Our independent directors also bring valuable expertise to the table. Independent Director Chen, Li-Yun is well-acquainted with the general industrial landscape and economic development trends. Independent Director Gong, Xin-Jie possesses expertise in law, corporate management, and relevant experience. Independent Director Wu, Zhi-Chi combines financial, accounting, auditing, and information technology expertise.
FALCON appoints industry elites to its board of directors to assist the company in its core business-related investment projects, accounting, finance, and corporate governance based on their individual domains of professionalism. Their different backgrounds and experiences help synergize advantageous decision-making. The company will accordingly continue inviting competent candidates to join its board based on development strategies as well as internal and external environment changes to help strengthen board diversity.
The diverse professional specialties of the board of directors are provided as below:
Title | Chairman | Vice Chairman | Director | Director | Independent Director |
Independent Director |
Independent Director |
|
---|---|---|---|---|---|---|---|---|
Name | Lin, Tsung-Lin | Tung, Shang-Yu | Lin, Yi-Zhen | Zhang, Yu-Xin | Wu, Zhi-Chi | Gong, Xin-Jie | Chen, Li-Yun | |
Gender | Male | Male | Female | Female | Male | Male | Male | |
Specialization | Management | V | V | V | V | V | V | V |
Leadership in Decision-making | V | V | V | V | V | V | V | |
Industry Knowledge | V | V | V | V | V | |||
Finance and Law | V | V | V | V | ||||
Crisis Management | V | V | V | V | V | V | V | |
Marketing and Sales | V | V | V | V | V | V | V | |
Procurement | V | V | V | V | ||||
International Trade | V | V | V | V | V | V | ||
IT | V | V | V | |||||
Green Energy and Environmental Protection | V | V | V | V |
Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation
Our company follows the "Articles of Incorporation" and the "Corporate Governance Best Practice Principles for Listed and OTC Companies." We have established a director election system in accordance with Article 192-1 of the Company Act, outlining a candidate nomination procedure. The composition of the board of directors is carefully considered to ensure diversification, selecting experts from various fields based on the company's operations, business model, and development.
Planning for Succession of Directors and Succession Implementation
A. For the effectiveness of board diversity, sustainable development, as well as independence and professional qualifications as prescribed in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, FALCON factors in the following principles when nominating director candidates:
- a. No discrimination of candidates’ ages, genders, ethnicities, and/or nationalities.
- b. Elites with expertise and rich experience in various domains that meet the needs of the company’s diversified development.
- c. Knowledge, skills, and experience necessary to perform their duties:
- Operational judgements
- Accounting and financial analysis
- Management and administration
- Risk management
- Crisis management
- Knowledge of the industry
- An international market perspective
- Leadership
- Decision-making
B. FALCON’s Regulations Governing Board Performance Evaluation takes comprehensive consideration of board performance evaluation results, directors’ participation in company operations, as well as their contribution to the company and their responsibilities to confirm the effectiveness of board functioning as a reference for selection of its directors. Moreover, pursuant to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, FALCON provides ongoing education to its directors to further improve their outstanding characteristics and decision-making effectiveness. In 2023, all directors of the board of FALCON complied with the Regulations Governing Board Performance Evaluation and their ongoing education also proceeded well.
Planning for Succession of Senior Managerial Officers and Succession Implementation
A. The selection, development, and succession of senior managerial officers, critical to business sustainability, are planned as follows:
- a. Selection Principle: Alignment with FALCON's core values, which encompass business integrity, a practical approach to business, and the pursuit of excellence.
- b. Succession planning: Management training programs, enhancement of competencies for new technology, and job rotation based on successor candidates’ development potentials to focus on training resources relevant to company and departmental objectives to strengthen such candidates’ competitiveness in their current jobs.
- c. Objective of Cultivation: Through purposeful, systematic, and organized experiential learning, elevate the perspective and capabilities of leaders, establish a management language that stays abreast of the times, optimize organizational culture, and cultivate a solid foundation for sustainable operations.
B. How FALCON develops possible successor candidates at present:
- a. The president, vice presidents, and other senior managerial officers invited to sit in at quarterly board and operation meetings to help strengthen their decision-making and judgement competencies.
- b. Successor candidates’ performance evaluation results as a reference for the selection of qualified successors.
- c. Every year, we conduct training courses for senior executives (managerial level and above). The course topics cover performance management, leadership, business and economic knowledge, and issues related to corporate sustainability. Through engaging with external speakers and sharing experiences, participants gain insights into the latest management trends and stay abreast of the pulse of the times.
Pursuant to Article 18 of its Articles of Association, FALCON shall have 7 to 9 directors of the board including at least 3 independent directors, and the number of directors of the board shall be determined by the board, Elections of directors of the board shall abide by the candidate nomination system as prescribed in Article 192-1 of the Company Act, and shareholders shall elect directors from among the nominees listed in the roster of director candidates. The acceptance and public announcement of the nomination of candidates for directors of the board shall be governed by the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
Pursuant to Article 14-4 of the Securities and Exchange Act, FALCON has established its Audit Committee in lieu of a supervisor. The Audit Committee consists of all the independent directors of the board to have the Company Act, Securities and Exchange Act, other relevant laws and regulations, and statutory supervision power executed.
Reelection of Directors and Independent Directors in 2022
The 8th term of office of directors and independent directors of FALCON expired in 2022, and the 9th term of office was elected pursuant to Article 18 of the Articles of Association at the shareholders’ meeting on October 21, 2022. The newly elected 7 directors including 3 independent directors have a term of office for 3 years, effective upon being elected, from October 21, 2022 through October 20, 2025.
The reelection adopted the candidate nomination system as prescribed in Article 192-1 of the Company Act for shareholders to elect directors from among the nominees listed in the roster of director candidates. The number of director and independent director candidates, candidates’ names, as well as their qualifications, professionalism, independence, and concurrent positions were passed by the board on September 23, 2022 and announced accordingly.
Appointment and Qualifications
Pursuant to Article 192-1 of the Company Act, FALCON expressly stipulated in its shareholders’ meeting notice on September 2, 2022 that any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of director and independent candidates during the nomination period.
Notice of Nomination of Director and Independent Director Candidates on September 2, 2022
Announcement | |
---|---|
Number of directors to be elected | 7 directors including 3 independent directors (the number of director and independent director candidates nominated shall not exceed the quota of the directors and independent directors to be elected and the director and independent director candidates nominated shall be legally qualified) |
Nomination period |
September 8 to 19, 2022 |
Address |
Shareholders Service Office, FALCON |
Shareholders’ meeting for review of nomination |
September 23, 2022 |
Information required for review |
The shareholders nominating director and independent director candidates should provide their names, shareholder account numbers (or identity card numbers or tax ID numbers), share certificates, and/or why anyone is nominated if the nominee has been be an independent director of FALCON for 3 consecutive terms of office. Nominees should provide their personal data, independent director declarations, and statuses of concurrent positions as prescribed by Article 2 to Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. |
Others |
Nil |
Professional Qualification Requirements for Independent Directors
Qualification | Mr. Wu, Zhi-Chi | Mr. Gong, Xin-Jie | Mr. Chen, Li-Yun |
---|---|---|---|
I.An independent director shall meet one of the following professional qualification requirements, together with at least five years’ work experience: | |||
1. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university. | |||
2. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company; and | V | V | |
3. Work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company. | V | V | V |
II. A person to whom any of the following circumstances applies may not serve as an independent director: | |||
1. Any of the circumstances in the subparagraphs of Article 30 of the Company Act, and | V | V | V |
2. Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act. | V | V | V |
III. During the two years before being elected or during the term of office, an independent director may not have been or be any of the following: | |||
1. An employee of the company or any of its affiliates. | V | V | V |
2. A director or supervisor of the company or any of its affiliates. | V | V | V |
3. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. | V | V | V |
4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs. | V | V | V |
5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. | V | V | V |
6. If a majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company. | V | V | V |
7. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor),supervisor, or employee of that other company or institution. | V | V | V |
8. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution, as noted in the following (1) – (4), that has a financial or business relationship with the company: | V | V | V |
(1) It holds 20 percent or more and no more than 50 percent of the total number of issued shares of the company; | V | V | V |
(2) It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued shares of the public company, and there is a record of financial or business transactions between it and the public company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the person or by the person under others’ names; | V | V | V |
(3) It and its group companies are the source of 30 percent or more of the operating revenue of the company; and | V | V | V |
(4) It and its group companies are the source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the company. | V | V | V |
9. The preceding restrictions do not apply to a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or to the Business Mergers and Acquisitions Act or related laws or regulations. | V | V | V |
IV. No independent director of the company may concurrently serve as an independent director of more than three other public companies. | V | V | V |
V. Pursuant to the Company Act andRegulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,there are 2 independent directors andnot less than one-fifth of the director seats are held by independent directors. | V | V | V |
Nomination Process and Candidate Data
From September 8 to 19, 2023, any shareholder holding 1% or more of the total number of outstanding shares issued by the company could submit to the company in writing a roster of director and independent director candidates. As of March 16, 2023, no shareholder submitted any roaster. On September 23, 2023 when the board nominated director and independent director candidates, the independent director candidates already met the qualification requirements for professionalism, independence, and concurrent serving restrictions as prescribed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and they were accordingly announced.
Election and Appointment
On October 21, 2022, the shareholders’ meeting reelected directors and independent directors by disclosed cumulative voting and the votes for directors and independent directors were separately counted pursuant to the company’s Methods of Election of Directors of the Board. The term of office of the new board is 3 year from October 21, 2023 through October 20, 2026.
2024
Meeting Date | Important Resolution |
---|---|
2024/8/6 |
|
2024/6/25 |
|
2024/5/10 |
|
2024/3/11 |
|
2024/1/26 |
|
2023
Meeting Date | Important Resolution |
---|---|
2023/11/9 |
|
2023/8/9 |
|
2023/5/2 |
|
2023/3/21 |
|
2023/1/17 |
|
2022
Meeting Date | Important Resolution |
---|---|
2022/12/22 |
|
2022/11/8 |
|
2022/10/21 |
|
2022/09/23 |
|
2022/09/02 |
|
2022/08/10 |
|
2022/07/19 |
|
2022/05/11 |
|
2022/03/25 |
|
2021
Meeting Date | Important Resolution |
---|---|
2021/11/05 |
|
2021/07/07 |
|
2021/06/11 |
|
2021/05/07 |
|
2021/03/22 |
|
According to the "Board Performance Evaluation Measures" of our company, the board of directors is required to conduct a performance evaluation at least once annually, with the assessment being completed at the end of each fiscal year.
The evaluation for the board's performance in the fiscal year 2023 was concluded in March 2024, and a report was presented to the board on March 11, 2024.
The Attendance Records of the Board Members
During the 9th term of office of directors of the board from October 21, 2022 through October 20, 2025, 11 board meetings were convened and the attendance to the meetings follows:
Position | Name | The Attendance Records of 9th Term of Office Directors of The Board (111/10/21~114/10/20) |
The Attendance Records of The Boare Members In 2024 | ||||
---|---|---|---|---|---|---|---|
Times of Attendance in person | Times of Attendance in proxies | Percentage of Attendance in person | Times of Attendance in person | Times of Attendance in proxies | Percentage of Attendance in person | ||
Chairman | Lin, Tsung-Lin | 11 | 0 | 100.0 | 3 | 0 | 100.0 |
Vice Chairman | Tung, Shang-Yu | 11 | 0 | 100.0 | 3 | 0 | 100.0 |
Director | Lin, Yi-Zhen | 11 | 0 | 100.0 | 3 | 0 | 100.0 |
Director | Zhang, Yu-Xin | 8 | 3 | 72.7 | 2 | 1 | 66.7 |
Independent Director | Wu, Zhi-Chi | 11 | 0 | 100.0 | 3 | 0 | 100.0 |
Independent Director | Gong, Xin-Jie | 11 | 0 | 100.0 | 3 | 0 | 100.0 |
Independent Director | Chen, Li-Yun | 11 | 0 | 100.0 | 3 | 0 | 100.0 |