Board of Directors
Board Diversity and Professional Expertise
The selection of Fusheng Precision’s Board members considers professional knowledge and skills, the personal qualities required to perform their duties, and decision-making and leadership capabilities. A diversity policy has been formulated based on our operational models and development needs. All seven members of Fusheng Precision’s Board possess extensive experience in industry, operations, and risk management, with several members also holding specialized expertise in technology and finance. Furthermore, the Board works closely with the management team to focus on sustainability issues, demonstrating our commitment to actively implementing sustainable actions.
I. Board Diversity
According to the Company’s “Corporate Governance Best Practice Principles,” the composition of the Board of Directors shall consider diversity. An appropriate diversity policy shall be formulated based on the Company’s operations, business model, and development needs, including but not limited to standards in the following two dimensions:
1. Basic Requirements and Core Values: • Gender • Age • Nationality • Culture
2. Professional Knowledge and Skills: • Professional background (e.g., Law, Accounting, Industry, Finance, Marketing, or Technology) • Professional skills • Industry experience
Board members shall generally possess the knowledge, skills, and literacy necessary to perform their duties. To achieve the ideal goals of corporate governance, the Board as a whole shall possess the following capabilities:
• Operational judgment
• Accounting and financial analysis
• Business management
• Crisis management
• Industry knowledge
• International market perspective
• Leadership
• Decision-making
The Company’s specific measurable objectives for board diversity are as follows:
Management Goal | Status |
|---|---|
Independent director seats exceed one-third of the total board seats. | Achieved |
Directors concurrently serving as company managers do not exceed one-third of the total board seats. | Achieved |
No more than two directors have a spousal or second-degree kinship relationship with each other. | Achieved |
Independent directors have not served more than three consecutive terms. | Achieved |
Adequate and diverse professional knowledge and skills. | Achieved |
Measurable Objectives for Board Diversity
The Company has consistently prioritized gender equality in the composition of its Board of Directors. Our current and future objectives are as follows:
Current Objective: To have at least one director of a different gender (female), aimed at progressively improving gender equality.
Current Status: Currently, the seven board members are 100% male; no female directors have been appointed yet.
Short-term Plan: The Company plans to increase the number of female director seats during the next board re-election.
Long-term Goal: To have different gender representation reach one-third of the total board seats to strengthen board diversity objectives.
Implementation of Board Diversity Policy
Among the Company’s directors, 2 are aged 55-60, 3 are aged 60-65, 1 is aged 65-70, and 1 is aged 70-75. The composition already spans different age groups, which facilitates intergenerational exchange.
In terms of professional background, all 7 directors possess industry operation and management experience (100%). Additionally, 3 members have R&D and technical backgrounds (42.9%), and 3 members possess accounting and finance expertise (42.9%).
Reason why any single gender holds less than one-third of the board seats and the measures planned to enhance gender diversity:
Reason: The current 7 directors were elected at the Shareholders’ Meeting on June 21, 2023. Currently, there are no female directors. This is primarily due to industry characteristics, which make it challenging to identify suitable candidates in a short period.
Measures to be Adopted: Prior to the next board re-election upon the expiration of the current term, the Company will expand its candidate talent pool, supplemented by training and Individual Development Plans (IDP). We will seek professional candidates through multiple channels to achieve gender diversity and inclusion, thereby fulfilling the Board Member Diversity Policy.
| Category | Name | Basic Requirements and Core Values | Professional Background, Skills, and Experience | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Age | Nationality | Concurrent Employee | Independent Director Tenure | Industry | Technology | Operations | Risk Management | Finance & Accounting | ||
| Director | Lee, Liang-Chen | Male | 60~65 | R.O.C. | － | － | V | V | V | V | |
| Director | Chiang, Chin-Sheng | Male | 65~70 | R.O.C. | V | － | V | V | V | V | |
| Director | Union Prosper Investment Corp. Rep.: Lee, Wang-Ming | Male | 55~60 | R.O.C. | V | － | V | V | V | ||
| Director | Vida Partners Co., Ltd. Rep.: Cheng, Tun-Chien | Male | 60~65 | R.O.C. | － | － | V | V | V | V | |
| Independent Director | Liu, Victor W. | Male | 70~75 | R.O.C. | － | 3~9 Years | V | V | V | V | |
| Independent Director | Kao, Chi-Tsu | Male | 60~65 | R.O.C. | － | 3~9 Years | V | V | V | V | |
| Independent Director | Chen, Chih-Kang | Male | 55~60 | R.O.C. | － | 3~9 Years | V | V | V | V | |
II. Board Independence
The Company’s Independent Directors were all initially elected on January 24, 2018. Their current tenure ranges from 6 to 7 years, and none have served more than three consecutive terms. The Board of Directors consists of 7 members, including 3 Independent Directors, representing 42.9% of the total board seats.
All Independent Directors have complied with the requirements of Article 3, Paragraph 1 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” during the two years prior to their election and during their term of office. Within the Board, two directors hold concurrent positions as company employees, accounting for 28.6% of the seats.
Regarding board proposals, any director who has a personal interest or represents a legal entity with an interest in the matter shall not participate in the discussion or voting. Such directors must recuse themselves from the discussion and voting process and may not act as a proxy for other directors to exercise their voting rights.
Results of Board Performance Evaluation
| Year | Downloads |
|---|---|
| 2025 |  |
Succession Planning and Operations
The election of the Company’s directors follows a candidate nomination system in accordance with the “Articles of Incorporation.” The “Corporate Governance Best Practice Principles” and “Procedures for Election of Directors” stipulate that board composition must consider diversity. A diversity policy is formulated based on the Company’s operations, business model, and development needs, covering two primary dimensions: Basic Qualifications & Values and Professional Knowledge & Skills.
The board structure is determined by the scale of business development and the shareholding of major shareholders. Considering practical operational needs, an appropriate number of at least five board seats is maintained.
The Company maintains an ongoing Director Succession Plan and builds a candidate database based on the following criteria:
Integrity and Alignment: Candidates must demonstrate integrity, responsibility, innovation, and decision-making power that aligns with the Company’s core values, possessing professional management skills.
Industry Experience: Relevant experience in industries related to the Company’s business operations.
Board Synergy: The expectation that the candidate will contribute to an effective, collaborative, and diverse board that meets company needs.
Expertise Matrix: The overall board expertise must encompass corporate strategy, management, accounting/taxation, finance, and law.
Selection Process: All candidate selections follow strict qualification screenings and regulations to ensure effective identification and selection of new directors when vacancies occur or seats are added.
To strengthen board functions, the Company hosts annual continuing education courses based on industry characteristics and future trends. Furthermore, senior executives are regularly invited to attend board meetings as observers to familiarize themselves with board operations and enhance their management experience.
To implement high governance standards, the Company conducts at least one Internal Board Performance Evaluation annually. The results serve as a critical reference for future nominations, re-elections, and the selection of new successors.
Succession Planning for Key Management
The Company establishes “Talent Specifications” for senior management and utilizes online assessment tools to inventory key talent and identify competency gaps. This allows for a clear understanding of potential successors’ strengths and areas for development, facilitating the creation of effective Individual Development Plans (IDP).
The management succession plan includes:
Structured Training: Beyond foundational management courses, senior executives conduct one-on-one workshops. These are used to create action-learning-based IDPs and Coaching plans tailored to individual strengths and weaknesses.
Mentorship & External Expertise: Annual project priorities serve as the framework for these plans. Internal mentors provide regular guidance, while external professional instructors are hired to broaden management thinking and introduce global best practices.
Review Mechanism: Development effectiveness is reviewed through year-end performance reports and incentive schemes.
Recognizing that talent is the Company’s primary asset, the Key Position Talent Development Plan was launched in 2019. This plan operates in flexible five-year cycles, designing talent projects based on business needs to build a competitive advantage. Since 2019, a Professional Coaching Team—comprising seven C-suite executives and external consultants—has provided monthly one-on-one mentoring to over 10 senior managers. This program deepens the “FSP” corporate culture, imparts management philosophies, and builds a “Talent Reservoir” capable of navigating global environmental shifts (such as the impact of COVID-19).
2024 Material Board Resolutions
| Year | Downloads |
|---|---|
| 2024 | |