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In order to implement decisions or plans, the Company has specially established a Sustainability Development Committee and set up three promotion teams: Sustainable Environment, Corporate Social Responsibility, and Corporate Governance, and appointed supervisors or senior executives with relevant business experience to be responsible and guide for the formulation, publication, and continuous effective management of the policies and objectives of these regulations. The subordinate implementation departments (referring to various departments, sections, subdivisions, or group committees within the Company) are responsible for the implementation, recording, and maintenance of these regulations and related policies and objectives. Their supervisors are responsible for supervision and review. The committee has a chairman who coordinates the operation of the committee. The chairman is served by the chairman of the board or appoints an appropriate candidate from the committee. The term of office is the same as that of the board of directors. The appointment and tenure of other committee members vary with the change of the Company's organizational duties.
To promote sustainable development, Croslene chemical has established a Sustainable Development Committee (SDC) chaired by Deputy Chairman Cheng-Hsiang Tsai. The SDC is responsible for coordinating ESG goals, tracking progress towards achieving those goals, and approving and issuing the Company's ESG report. The SDC is composed of members of the Board of Directors and senior management. At least one member of the Board of Directors must participate in the operation and supervision of the Committee. The SDC holds regular or irregular sustainable development meetings to discuss and set ESG development goals. It has also established a carbon footprint calculation team to conduct regular carbon footprint calculations and prepare the ESG report. The ESG promotion team regularly reviews internal regulations related to ESG and submits a carbon footprint report to the Chairman every six months, along with a forecast of possible annual achievements
(Notes: Senior management refers to the Company's general manager, heads of management divisions, heads of business divisions, and heads of production divisions, all of whom are at the vice president level or above.)
Pursuant to the Articles of Association of the Company, all members of the Board of Directors are nominated by the company's shareholders. The following table provides information on the members of the Board of Directors and Supervisors of Croslene Chemical Industries Ltd.:
|
Position |
Name |
Gender |
Age |
First Appointed /Elected |
Education and Experience |
Current Positions in the Company and Other Companies |
Industry Experience |
Professional Skills |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Banking/ Finance
|
Business Management
|
Sales & Marketing |
Research & Development |
Accounting & Financial Analysis |
Information Technology
|
Risk Management
|
|||||||
|
Chairman |
TSAI,CHENG-HSIANG |
Male |
Over 50 |
2021.03.09 |
Master degree of Chemical Engineering in National Cheng Kung University |
Chairman of Croslene Chemical Industries Ltd. |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
|
President |
CHENG,CHIU-CHUNG |
Male |
Over 50 |
2023.10.01 |
EMBA of National Central University |
President of Croslene Chemical Industries Ltd./ Director of Sino-Japan Electric Heater Co., Ltd. |
✔ |
✔ | ✔ | ✔ | ✔ | ||
|
Director |
YANG,TUN-KAI |
Male |
30~50 |
2021.03.09 |
Bachelor degree of Department of Business Management in National Sun Yat-sen University |
Vice President of Lidye Chemical Co., Ltd. |
✔ |
||||||
|
Director |
LIN,SHIH-PIN |
Male |
30~50 |
2021.03.09 |
Ph.D of Institute of Polymer Science and Engineering in National Taiwan University |
Division Director of Lidye Chemical Co., Ltd. |
✔ |
✔ |
|||||
|
Director |
WANG,KUAN-PAO |
Male |
30~50 |
2023.09.22 |
Master degree of Media Education in University of New South Wales Bachelor degree of Business in University of Western Sydney |
Directors of Lidye Co., Ltd., Allcome International Trading (Shanghai) Co., Ltd. |
|
✔ | |||||
|
Director |
WU,CHIEN-CHUNG |
Male |
30~50 |
2021.03.09 |
Bachelor degree of Chemical Engineering & Biotechnology in National Taipei University of Technology |
Sales Department Manager of Chin Yee Chemical Industries Co., Ltd |
✔ |
||||||
|
Supervisor |
LIN,WEN-HSIN |
Female |
Over 50 |
2021.03.09 |
Graduated from Commercial Management in National Tainan Commercial Vocational Senior High School |
Deputy General Manager of Management Department of Lidye Chemical Co., Ltd. |
✔ |
✔ |
|||||
|
Supervisor |
TU,TZU-CHIEH |
Female |
30~50 |
2021.03.09 |
Bachelor degree of Accounting in Fu Jen Catholic University |
Deputy Accounting Manager ofLidye Co., Ltd. |
✔ |
✔ |
|||||
|
Note: The Board of Directors consists of 4 members between the ages of 30 and 50 and 2 members over the age of 50. The Supervisory Board consists of 1 member between the ages of 30 and 50 and 1 member over the age of 50. |
|||||||||||||
Our company's internal regulations do not currently clearly define the management procedures for "conflicts of interest". In the future, we plan to consider the following matters and establish relevant management procedures to avoid and mitigate the occurrence of conflicts of interest and other such matters.
-
Enhance the moral standards and legal risk awareness of corporate executives: By clearly defining the fiduciary duties and duties of care of corporate executives, they can be encouraged to pay more attention to the company's interests and reputation, and to comply with laws and regulations, so as to avoid disputes or lawsuits caused by conflicts of interest.
-
Enhance the effectiveness and transparency of corporate governance: By setting up independent directors or external directors, the diversity and independence of the board of directors can be increased, and more supervision and suggestions can be provided to improve the quality of decision-making and execution within the company, and to increase trust and accountability to external stakeholders.
-
Protect the opinions and interests of shareholders: By increasing the shareholders' meeting's resolution power to amend the articles of association, it can be ensured that shareholders have sufficient knowledge and voting rights for changes that affect the company's significant interests or direction, and prevent controlling shareholders or other interest groups from forcibly passing unfair or unreasonable amendments.
To cultivate the professional knowledge and skills of the directors so that they can actively implement the concept of corporate sustainability, the company encourages directors to continue their studies and improve their professional level and competitiveness.
|
Position |
Name |
Training Date |
Organizer |
Course |
Hours |
Total Hours |
|---|---|---|---|---|---|---|
|
President |
CHENG,CHIU-CHUNG |
2022.11.14 |
Cathay United Bank |
Cathay Sustainable Finance and Climate Change Summit |
7.0 |
7.0 |
|
Director |
YANG,TUN-KAI |
2022.12.07 |
China Productivity Center |
ESG&CSR |
6.0 |
6.0 |
|
Director |
WU,CHIEN-CHUNG | 2022.12.07 |
China Productivity Center |
ESG&CSR |
6.0 |
6.0 |
|
Director |
LIN,SHIH-PIN |
2022.09.05 |
Lidye Co., Ltd. |
Circularity in a Net-Zero Emissions Future |
4.0 |
4.0 |
|
Director |
LIN,SHIH-PIN |
2022.02.18 |
Lidye Chemical Co., Ltd. |
DOE Experiment Design Principle Course |
6.0 |
6.0 |
|
Director |
WANG,KUAN-PAO |
2022.12.14 |
E.SUN Securities Co. |
2023 Impact of Lift interest rates |
2.0 |
2.0 |
| Supervisor |
LIN,WEN-HSIN |
2022.08.25 |
China Productivity Center |
Training for female Executive |
7.0 |
7.0 |
|
Supervisor |
TU,TZU-CHIEH | 2022.08.18~19 |
Accounting Research and Development Foundation
|
Advanced Accounting Training for Securities Professionals |
12 |
12 |
|
Board of Directors Performance Evaluation Guidelines |
|
|---|---|
|
Evaluation Period |
Annually |
|
Evaluation methods |
|
|
Evaluation criteria |
The evaluation criteria for the performance of the board of directors should include the following four aspects:
|
Regarding economic, environmental, and social issues arising from operational activities, the board of directors authorizes senior management to handle them and report the handling status to the board of directors when necessary. For major company proposals, the board of directors is communicated with in advance by phone or in person. If necessary, the directors will be arranged to inspect and explain the details in the relevant managerial departments. The directors communicate fully with each other, ensuring they can deeply understand the content of the proposals.
| Aspect |
Important Issues |
Channel and Frequency |
Results |
|---|---|---|---|
|
Environmental |
Safety and Chemical Management & Operational Safety, Emergency Response Management |
|
Establish effective communication channels with suppliers, subcontractors, customers, and the surrounding community to inform them of the company's environmental policies and practices and seek cooperation and improvement. Conduct risk assessment and improvement using PDCA, and report the results at TPS meetings.
|
|
Air Emission & Waste & Water Resources Management |
|
Stable and compliant. |
|
|
Greenhouse Gas Emissions & Energy Management |
The company holds its board meeting every March, where the Sustainability Development Committee Chair reports on the progress of sustainability initiatives. The leaders of each task force are present to answer questions. In addition, the company holds expanded management meetings in June, September, and December, inviting directors and supervisors to provide guidance. The leaders of each task force are also present to answer questions. |
Annual carbon footprint report. Establish a Sustainable Development Steering Committee (Environmental Sustainability Group, Corporate Social Responsibility Group, Corporate Governance Group), Continue to promote the energy management system. |
|
|
Financial |
Customer Health and Safety |
The application of PUA products persists in various industries. |
PUA products are widely used in food flexible packaging, making them essential items for consumers and presenting significant market opportunities. |
|
Social |
Occupational Health and Safety |
|
Conduct risk assessment and improvement using PDCA, and report the results at TPS meetings. |
|
Training and Education |
|
Foster a supportive and collaborative work environment that prioritizes employee safety and health, leading to heightened awareness of safety and hygiene practices. |
To verify the compliance of our company's corporate social responsibility (CSR) and human rights policies, in accordance with the Sustainable Responsibility Management Regulations, we will regularly conduct internal and external audits to ensure that the goals, policies, and regulations of the management system are met and that it operates effectively, efficiently, and appropriately.
For major human rights issues, we have established the following compliance principles:
-
Comply with the labor, occupational health and safety, and environmental laws and regulations of the country where we operate, as well as relevant international standards.
- Prohibit the use of child labor, forced labor, and prison labor, and do not accept any suppliers or subcontractors who use child labor or forced labor.
- Respect employee freedom and prohibit any form of forced labor.
- Commit to environmental protection, provide safe and healthy working and living conditions, and ensure the safety and health of employees.
- Promote labor-management cooperation, respect employees' freedom of association, collective bargaining rights, and peaceful assembly rights.
- Provide an equal and fair working environment and prohibit any form of discrimination.
- Make reasonable arrangements for production plans and make reasonable arrangements for employees' working hours and rest periods.
- Respect employees' basic human rights and prohibit any form of insulting behavior.
- Provide reasonable salary and benefits and equal conditions to meet employees' basic needs.
- Avoid any form of corruption, extortion, and embezzlement of public funds.
11. Continuous improvement.
In addition, our company has developed a supplier code of conduct based on international norms such as the "United Nations Guiding Principles on Business and Human Rights," the International Labor Organization's "Declaration on Fundamental Principles and Rights at Work," and the "Universal Declaration of Human Rights." We require suppliers to sign a written commitment to management assurance, strictly comply with the management norms of the Sustainable Responsibility Management Regulations, and assume corporate social responsibility.
In response to incidents of human rights violations, implement mitigation and remediation measures, provide compensation from the perspectives of system improvement, material and psychological counseling, and evaluate whether the content of internal management systems, procedures, and methods is consistent with the management goals of major human rights issues. If there are any inconsistencies, make revisions simultaneously.