Board of Directors
Board Diversity and Independence
The Company has charted Corporate Governance Best Practice Principles, articles related to diversity policy of board of directors are shown as below:
The structure of board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills (e.g., marine engineering), and industry experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
- Ability to make operational judgments.
- Ability to perform accounting and financial analysis.
- Ability to conduct crisis management.
- An international market perspective.
- Ability to lead.
- Ability to make policy decisions.
- Ability to conduct management administration.
- Knowledge of marine engineering.
- Financial and legal expertise.
The board of directors shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.
The Company’s Board of Directors is aimed to have directors concurrently serving as company officers not exceed one-third of the total number of the board members, with at least one female Director, and the independent directors shall serve for not more than nine consecutive years.
When appointing directors, the Company not only considers the professional background of the directors themselves, but also taking diversity into consideration. The Company has 9 directors, of which 3 are independent directors. The professional background of the members covers engineering, vessels, lawyers, accountants, and industrial operators. The members of the board of directors have industrial, academic and knowledge diversified backgrounds and can give professional opinions from different angles, which is of major help to improve the company’s business performance and management efficiency.
Among the members of the board of directors, the proportion of foreign directors is 22.22%, and the proportion of independent directors is 33.33%. The company also pays attention to gender equality in the composition of the board of directors. At present, there are 9 directors, including 1 female director, with a ratio of about 11.11%. The seniority of all independent directors are less than three years.
Implementation of the Diversity Policy for Board Members
Board of Directors | |||||||||
Name | Vicent Tsai | Joyce Hsieh | Ethan Wang | Thomas Neville Janssen-Manning | Ying-Chin Liao | Ichiro HAMA | Weichi Hsu | Robert Tseng | Linus Chiu |
Gender | Male | Female | Male | Male | Male | Male | Male | Male | Male |
Nationality | Taiwan | Taiwan | Taiwan | U.K. | Taiwan | Japan | Taiwan | Taiwan | Taiwan |
Age | 41 - 50 | 41 - 50 | 31 - 40 | 41 - 50 | 61 - 70 | 51 - 60 | 41 - 50 | 51 - 60 | 41 - 50 |
Skills and Experience | |||||||||
Business Judgment | V | V | V | V | V | V | V | V | V |
Finance/Accounting | V | V | V | V | V | ||||
Risk/Crisis Management | V | V | V | V | V | V | V | V | V |
Global Market Perspective | V | V | V | V | V | V | V | V | V |
Leadership Skill | V | V | V | V | V | V | V | V | V |
Strategic Decision-making | V | V | V | V | V | V | V | V | V |
Business Management | V | V | V | V | V | V | V | V | V |
Professional Knowledge and Expertise | |||||||||
Marine Engineering | V | V | V | V | V | ||||
Financial Law | V | V | V | V | V |
IOVTEC Directors’ Biographies
Major Resolutions of Board Meeting
Election of Boards
IOVTEC Directors’ Biographies
Title | Name / Representative | Gender | Age | Nationality / Registration Location | Initial Appointment Date | Latest Appointment Date | Major Education / Experience | Current Positions |
---|---|---|---|---|---|---|---|---|
Chairman | Vicent Tsai | Male | 41-50 | Taiwan | 2019/10/2 | 2023/12/15 | Master’s in Ocean Engineering, National Taiwan University | General Manager, International Ocean Co., Ltd. / Chairman, International Ocean Shipbuilding Co., Ltd. / Chairman, International Ocean Ship Management Consulting Co., Ltd. / Chairman, Taiwan British Wind Power Co., Ltd. / Chairman, Guohai Fugro Co., Ltd. / General Manager, Taiwan Wind Training Co., Ltd. / Director, Mingshu Co., Ltd. / Chairman, TIWTC Training Co., Ltd. / Manager, Global Survey Technology |
Director | Joyce Hsieh | Female | 41-50 | Taiwan | 2019/10/2 | 2023/12/15 | EMBA, National Taiwan University of Science and Technology | – |
Director | Ethan Wang | Male | 31-40 | Taiwan | 2019/8/27 | 2023/12/15 | Master’s in Naval Architecture and Marine Engineering, University of Michigan; Master’s in Applied Economics, University of Michigan | Chief Operating Officer, International Ocean Co., Ltd. / Director, International Ocean Shipbuilding Co., Ltd. / Director, Guohai Fugro Co., Ltd. / Director and General Manager, Taiwan British Wind Power Co., Ltd. / Director, Taiwan Wind Training Co., Ltd. / Director, Akua Co., Ltd. / Manager, Maersk Ship Leasing and Sales Asia |
Director | Thomas Neville Janssen-Manning | Male | 41-50 | U.K. | 2023/6/29 | 2023/12/15 | BSc in Geography, The University of Sheffield | Operations Program Manager, Submarine Networks APAC at Google / Board Member of British Chamber of Commerce in Taipei (BCCT) / Director and General Manager, Taiwan British Wind Power Co., Ltd. |
Director | Ying-Chin Liao | Male | 61-70 | Taiwan | 2019/10/2 | 2023/12/15 | PhD, Harvard University | Executive Vice President, Chailease Holding Co., Ltd. / Director, Asia Sermkij Leasing Public Company Limited / Director, Chailease International Company (UK) Limited / Commissioner, PT Chailease Indonesia Finance / Commissioner, PT Chailease Finance Indonesia / Director, CL Capital Management Company Limited / Director, CL Investment Partners Company Limited / Director, Chailease Holding Co., Ltd. / Director, Chailease Finance Co., Ltd. / Executive Vice President and Chief Strategy Officer, Chailease Group |
Director | Ichiro HAMA | Male | 51-60 | Japan | 2019/10/2 | 2023/12/15 | Faculty of Law, Rikkyo University | Director and Head of Environmental Energy Business Division, Mitsubishi HC Capital Co., Ltd. / Director, Mitsubishi HC Capital Energy Company |
Independent Director | Robert Tseng | Male | 51-60 | Taiwan | 2023/12/15 | 2023/12/15 | Master’s in Shipbuilding Engineering, National Taiwan University | Consultant, Ship and Ocean Industries R&D Center / Adjunct Associate Professor, National Kaohsiung University of Science and Technology / Independent Director, Hsin Chong Construction Group / General Manager, Taiwan International Shipbuilding Co., Ltd. / Chairman, Taichung Offshore Wind Power Engineering Co., Ltd. / Consultant, Metal Industries R&D Center / Adjunct Professor, National Cheng Kung University / Chairman and General Manager, Hai Tian Offshore Engineering Co., Ltd. / Director, Asia New Energy (Cayman) Co., Ltd. |
Independent Director | Linus Chiu | Male | 41-50 | Taiwan | 2023/12/15 | 2023/12/15 | PhD in Engineering Science and Ocean Engineering, National Taiwan University | Associate Vice President, National Sun Yat-sen University / Professor, Institute of Undersea Technology, National Sun Yat-sen University |
Independent Director | Weichi Hsu | Male | 41-50 | Taiwan | 2023/12/15 | 2023/12/15 | Department of Accounting, Chung Yuan Christian University; Passed CPA Exam in Taiwan | Deputy General Manager, Teco Energy Technology Co., Ltd. / Consultant, Lih Pao Group / Supervisor, Tenshun Power Co., Ltd. / Independent Director, Beast Kingdom Co., Ltd. / Deputy General Manager, Deloitte Taiwan |
Major Resolutions of Board Meeting
Date of Meeting
Content of Proposal Resolution Result
The 1st Meeting of Board of Directors in 2023
2023.03.24
1.Proposal for application to CTBC Bank for new bank facility of up to NT$60m including pledging self-owned deposit as collateral.
The case was approved by the chairman after consultation with all
the directors present without objection.
2. Approval of FY22’s unaudited financial report and operational report.
The case was approved by the chairman after consultation with all
the directors present without objection.
3. Appropriation of FY22 remuneration of directors and employees.
The case was approved by the chairman after consultation with all
the directors present without objection.
4. Amendment of Regulations Governing Making of Endorsements or Guarantees.
The case was approved by the chairman after consultation with all
the directors present without objection.
5. Amendment of Regulations Governing the Acquisition and Disposal of Assets.
The case was approved by the chairman after consultation with all
the directors present without objection.
6. Change of auditor due to Deloitte’s internal rotation.
The case was approved by the chairman after consultation with all
the directors present without objection.
7. Disposal of Cwind Resolution.
The case was approved by the chairman after consultation with all
the directors present without objection.
8. Warranty of projects and bank facilities under Cwind Taiwan due to change of control.
The case was approved by the chairman after consultation with all
the directors present without objection.
The 2nd Meeting of Board of Directors in 2023
2023.05.11
1. Proposal for the amendment of Article of Corporation.
The case was approved by the chairman after consultation with all
the directors present without objection.
2. Proposal for FY22 earnings distribution.
The case was approved by the chairman after consultation with all
the directors present without objection.
3. Proposal for FY22 earnings distribution regarding stock dividends. The case was approved by the chairman after consultation with all
the directors present without objection.
4. Proposal for application to SCSB Bank for new bank facility of up to NT$20m including pledging self-owned deposit as collateral.
The case was approved by the chairman after consultation with all
the directors present without objection.
5. Motion to participate in IOSY cash equity offerings.
The case was approved by the chairman after consultation with all
the directors present without objection.
6. Amendment of IOVTEC’s authority table
The case was approved by the chairman after consultation with all
the directors present without objection.
7. Proposal to convene the FY23’s regular meeting of shareholders.
The case was approved by the chairman after consultation with all
the directors present without objection.
The 3rd Meeting of Board of Directors in 2023
2023.06.29
1. Distribution schedule of cash dividends as well as stock dividends from retained earnings.
The case was approved by the chairman after consultation with all
the directors present without objection.
2. Proposal for application to ESUN Bank or other bank (to be named later) for new bank facility of up to NT$45m (including hedging facility for derivatives up to USD 500,000) including pledging self-owned deposit as collateral.
The case was approved by the chairman after consultation with all
the directors present without objection.
3. Proposal for the amendments of BOD MOMs for the previously approved long-term bareboat charters to the related-parties Cwind Taiwan.
The case was approved by the chairman after consultation with all
the directors present without objection.
The 4th Meeting of Board of Directors in 2023
2023.07.18
1. Enactment of Procedures related to corporate governance.
The case was approved by the chairman after consultation with all
the directors present without objection.
2. Proposal on Appointment Members of the First Remuneration Committee.
The case was approved by the chairman after consultation with all
the directors present without objection.
The 5th Meeting of Board of Directors in 2023
2023.08.10
1. Approval of FY23Q2’s unaudited financial report.
The case was approved by the chairman after consultation with all
the directors present without objection.
2. Application for going public and registry on ESM (ESB and PSB).
The case was approved by the chairman after consultation with all
the directors present without objection.
3. Proposal to issue Internal Control System Statements. The case was approved by the chairman after consultation with all
the directors present without objection.
4. Enactment of Procedures related to corporate governance. The case was approved by the chairman after consultation with all
the directors present without objection.
112年第6次
112.10.30
1. Election of Directors. The case was approved by the chairman after consultation with all
the directors present without objection.
2. Proposal of the schedule for the nomination of independent directors. The case was approved by the chairman after consultation with all
the directors present without objection.
3. Proposal to nominate the candidates of independent directors. The case was approved by the chairman after consultation with all
the directors present without objection.
4. Waivers of non-competency of newly-elected directors. The case was approved by the chairman after consultation with all
the directors present without objection.
5. Proposal for the amendment of Article of Corporation. The case was approved by the chairman after consultation with all
the directors present without objection.
6. Enactment of Procedures related to corporate governance. The case was approved by the chairman after consultation with all
the directors present without objection.
7. Proposal for the plan of enhancing the capability of preparing the financial reports independently. The case was approved by the chairman after consultation with all
the directors present without objection.
8. Proposal of the relocation. The case was approved by the chairman after consultation with all
the directors present without objection.
9. Proposal to set the ex-right date for the new issuance of shares under ESOP. The case was approved by the chairman after consultation with all
the directors present without objection.
10. Proposal to convene the FY23’s regular meeting of shareholders. The case was approved by the chairman after consultation with all
the directors present without objection.
The 1st Meeting of 3rd Board of Directors
2023.12.15
1. Proposal to elect the chairman of the board of IOVTEC Co., Ltd
明舒有限公司 ( Represented by Vincent Tsai) was chosen to be the Chairman of the Board, and the recommendation was unanimously passed by all directors present at the meeting
The 2nd Meeting of 3rd Board of Directors
2023.12.26
1. Approval of FY24’s business plan. The case was approved by the chairman after consultation with all
the directors present without objection.
2. Approval of FY24’s internal auditing plan. The case was approved by the chairman after consultation with all
the directors present without objection.
3. Approval of the engagement of Deloitte as auditor. The case was approved by the chairman after consultation with all
the directors present without objection.
4. Approval to engage Deloitte to provide with non-assurance services in case no interest conflicts. The case was approved by the chairman after consultation with all
the directors present without objection.
5. Proposal to engage the members of the 2nd session of IOG Remuneration Committee. “Except for Independent directors Weichi Hsu, Robert Tseng, and Linus Chiu who did not participate in this case due to a conflict of interest, was approved by the chairman after consultation with all
the directors present without objection.”
6. Additional budget for CAPEX of the USV. The case was approved by the chairman after consultation with all
the directors present without objection.
7. Proposal for application to Yuanta or other bank for the new facility up to NT$50m corresponding to the construction of the USV. The case was approved by the chairman after consultation with all
the directors present without objection.
8. Enactment of Procedures related to corporate governance. The case was approved by the chairman after consultation with all
the directors present without objection.
The 3rd Meeting of 3rd Board of Directors
2024.03.12
1. Approval of FY23’s unaudited financial report and business report. The case was approved by the chairman after consultation with all
the directors present without objection.
2. Appropriation of FY23 bonus compensation for directors and employees. The case was approved by the chairman after consultation with all
the directors present without objection.
3. Proposal for FY23 earnings distribution. The case was approved by the chairman after consultation with all
the directors present without objection.
4. Proposal for FY23 earnings distribution regarding stock dividends. The case was approved by the chairman after consultation with all
the directors present without objection.
5. Proposal to issue Internal Control System Statements. The case was approved by the chairman after consultation with all
the directors present without objection.
6. Proposal to authorize the AC member to sign off the internal audit reports. The case was approved by the chairman after consultation with all
the directors present without objection.
7. Proposal to apply IPO to Taipei Exchange. The case was approved by the chairman after consultation with all
the directors present without objection.
8. Proposal of the fundraising required by IPO for underwriters and for the existing shareholders to forfeit the first refusal right. The case was approved by the chairman after consultation with all
the directors present without objection.
9. Proposal to overallotment on initial offerings price. The case was approved by the chairman after consultation with all
the directors present without objection.
10. Amendment of Regulations Governing Making of Endorsements or Guarantees. The case was approved by the chairman after consultation with all
the directors present without objection.
11. Proposal of the acknowledgement of the endorsement of CWTW. The case was approved by the chairman after consultation with all
the directors present without objection.
12. Proposal to apply for NT$30m to First Bank. The case was approved by the chairman after consultation with all
the directors present without objection.
13. Enactment of Procedures related to Directors’ and managers’ salaries and remuneration. The case was approved by the chairman after consultation with all
the directors present without objection.
14. Approval of the scope by Remuneration Committee for the Management. The case was approved by the chairman after consultation with all
the directors present without objection.
15. Appointment of Leader of Corporate governance. The case was approved by the chairman after consultation with all
the directors present without objection.
16. Proposal of salary adjustments for IOG SMT. Except for Chairman Vincent Tsai, Director Joyce Hsieh and Ethan Wang who did not participate in this case due to a conflict of interest, by the acting chairman, Weichi Hsu, after consultation with all the directors present without objection.
17. Proposal of the remuneration of IOG directors. The case was approved by the chairman after consultation with all
the directors present without objection.
18. Proposal to convene the FY23’s regular meeting of shareholders. The case was approved by the chairman after consultation with all
the directors present without objection.
Election of Boards
Vicent Tsai
Chairman
Joyce Hsieh
Director
THOMAS NEVILLE JANSSEN-MANNING
Ying-Chin Liao
Ichiro HAMA
Robert Tseng
Independent Director
Member, Audit Committee
Member, Remuneration Committee
Linus Chiu
Independent Director
Member, Audit Committee
Member, Remuneration Committee
Weichi Hsu
Independent Director
Chairman and Convenor, Audit Committee
Chairman and Convenor, Remuneration Committee