The Board of Directors is the highest governing body of the corporate. In order to meet the needs of emerging businesses, regulations and business development, the Board of Directors has set up divisions and branches under management team to take charge of individual businesses as well as the operation and management of international ports.

Organized Structure of TIPC

Composition of Board of Directors

MOTC is the sole government corporate shareholder of the TIPC. All directors and supervisors are appointed by MOTC. In accordance with Article 4 of "The Taiwan International Ports Corporation, Ltd. Establishment Act", TIPC establishes a board of directors with 15 to 23 directors, with at least one-fifth elected by labor unions, and 3 to 5 supervisors. The term of directors and supervisors is three years, and they are eligible for re-election. If a representative of the government or legal entity is elected as director or supervisor, he or she may be reappointed at any time to complete the original term, depending on his or her duties. The Board of Directors consists of experts in the fields of transportation, business management, accounting and taxation, risk management, law, engineering, sustainability, etc. Some of them are nominated by the federal government ministries and agencies, as well as the county and municipal governments of the
port location in addition, 5 labor directors have an average of more than 31 years of service (including service in the port bureau) and are familiar with different port operations. Please refer to Appendix 5.3.1 for details of the
board members.

公司治理資訊

Major Academic Experience of Board Members

2023.01.01~2023.12.31

Directors' Prohibition Obligations

In accordance with Article 209 of the Company Act, each director is asked to declare whether he or she is also a director of other business organizations when he or she assumes office, and to check whether he or she is involved in competition with other business organizations in relation to the business of the Company. The Board of Directors will remove the prohibition on directors competing for business when acting as the shareholders' meeting.

Annual Self-Assessment of Directors and Supervisors

The Chairman, President, Directors, and Supervisors of TIPC, excluding Labor Directors, are required to undergo annual self-evaluation and assessment at the end of each year in accordance with the "Management and Assessment Guidelines for the Selection of Representatives of State-run Enterprises and Foundations Assigned by the MOTC and its affiliated institutions". The annual self-assessment and evaluation form must be submitted to the MOTC for re-evaluation. The results of the re-evaluation and assessment will be used by the Ministry of Transportation and Communications as an important reference for continued assignments.

The assessment indicators of each subject are different depending on their duties. The MOTC assessment form has a total score of 100 points, and the criteria for the assessment form are: those with a total assessment score of 80 or more (inclusive) are considered fit for duty, those with a score of 79 to 61 are to be strengthened and improved, and those with a score of 60 or less (inclusive) are considered unfit for duty.

In 2023, a total of one Chairman, one President (who also serves as a director), 15 directors, and 5 supervisors participated in the self-assessment. The MOTC approved the assessment results, confirming that all 22 individuals were suitable.

Remuneration of Directors and Supervisors

The remuneration of directors and supervisors are paid monthly in accordance with the Table of Part-Time Expenses for Military and Educational Personnel, and their travel expenses to attend relevant meetings are approved with reference to the "Guidelines for Domestic Travel Expenses". The remuneration of the Chairman and President of TIPC is in accordance with the "Notes on Salary Adjustment for the Presiding Officers of the Implementing Staff Rate Bodies under the MOTC".

The MOTC will approve the salaries of the chairpersons (Chairman and President of the affiliated companies in accordance with their level of responsibility and the performance of their business operations, and will evaluate the different categories based on the relevant evaluation factors and report to the Executive Yuan for review.

In order to inspire employees with remarkable performances in terms of major task accomplishment, business administration system, efficiency, finance, and operations, TIPC has formulated the "Notes on Approval of Performance Bonus" in accordance with the "Key Points for Implementing Performance Bonus for Employer-Rate Business Institutions under MOTC" to provide incentive bonuses.

Operation of the Board of Directors

The Board of Directors' meetings are convened once every three months, except for those annually convened by law, and ad hoc board meetings may be convened when necessary. To strengthen the functions of the Board of Directors and to promote the efficiency of decision-making, an agenda committee will be convened before each board meeting as a rule. The committee will submit the approved proposals to the Board of Directors for resolution, while unsuccessful proposals are referred to the management for consideration or participation. In 2023, a total of four board meetings have been conducted the motions considered included 22 reports, 25 discussions and 1 temporary motion, with an average attendance rate of 91%.

According to regulations, Secretariat of the Board of Directors shall prepare minutes of meeting and report to MOTC within 20 days after the meeting, and document them as important files for permanent and proper record keeping. Their distribution shall be limited to directors, supervisors, and the corporate’s managerial staff, unless otherwise agreed by the Board of Directors. Furthermore, important resolutions of the Board of Directors' meeting that should be reported to MOTC for approval as required by the law shall be separately submitted to MOTC for approval.

Training status of directors and supervisors

Refer to the regulation of "Implementation Guidelines for Directors and Supervisors of Listed Companies", new directors and supervisors should take at least 12 hours of advanced training in the year of their appointment and at least 6 hours of advanced training in each year of their reappointment. The average number of training hours for directors and supervisors in 2023 is 9.8 hours (266 (total hours)/ 27 persons = 9.8 hours). The detailed information about training participation is described in Appendix 4.2.1.

To enhance the professional knowledge of directors and supervisors, subsidies for course fees will be provided, allowing them to select their own training courses from relevant external educational institutions. The scope of training covers courses related to corporate governance topics such as finance, risk management, business, commerce, legal affairs, accounting, corporate sustainability, internal control system, financial reporting responsibilities, and project quality management. The number of training hours for directors and supervisors will be reported to the Ministry of Transportation and Communications by the end of the year.

Further Education for Board of Director Members

Obligations of Directors for Conflict of Interest Avoidance

The new directors and supervisors are required to complete the oath of office and sign an anti-corruption declaration within 3 months. In accordance with Article 22 of the Rules of Procedure of the Board of Directors of TIPC, a director shall recuse himself/herself from the discussion of a motion listed in the Board of Directors' meeting and shall not exercise his/her voting rights on behalf of other directors in the following circumstances:

1. Any person who has an interest in their own that may be detrimental to the interests of the Company.
2. The directors consider that they should recuse themselves.
3. Recusal by resolution of the Board of Directors.

If a director violates the recusal provision in the preceding paragraph and joins in the voting, his or her vote will be invalid.

For transactions by related parties (including Directors, Supervisors, Chairman and President), a control mechanism called "Related Party Transaction Management Guidelines" has been established to strengthen the effective management and regulation of related party transactions to ensure the Company's rights and interests, and to comply with the regulations on conflict of interest avoidance.

Supervisors' Meeting

Besides attending the Board of Directors meetings, the supervisors are also required to fulfill their role of supervisory review each year by convening supervisors' meetings with the internal auditors, certified public accountants and relevant units to discuss and communicate on business- and finance-related matters, as well as to review documents. The supervisors' meeting was convened in May 2023 and had completed the review of the "2022 Annual Business Report", "2022 Annual Financial Statements" and "2022 Distribution of Earnings" and issued an audit report.

參與外部組織協會

International

Domestic