Governance

Board of Directors

The board of directors (Board) is the top management and highest decision-making body of the Company. Its duties and functions include: appoint and supervise the Company’s senior management, supervise operational performance, prevent conflicts of interest and assure the Company’s legal compliance, establish the articles of incorporation or carry out resolutions made by the general meeting of shareholders, and maximize the rights and interests of shareholders. Currently, the Board holds at least one board meeting each quarter for management to report operational performance. The Board also resolves the future operational direction and important policies of the Company. Two functional committees, Compensation Committee and Audit Committee, are established under the Board. Both committees report their resolutions to the Board for deliberation. Through the review of functional committees, the Board is facilitated to carry out its duties to increase the interest of shareholders. The Board is formed with nine directors, including three independent directors, of different professional backgrounds. The diversified expertise of directors covering finance, law, and industry benefits the Company’s decision-making and long-term strategy planning for operations. To strengthen the sustainable development framework, the Board established the Sustainable Development Committee and passed the articles of organization in June 2022. This is a milestone set by the Company’s highest governance body to ingrain “sustainable development.

Duties of the Board

  • Draw up the Company’s operational plan.
  • Prepare the annual financial report and biannual financial report.
  • Establish and revise the internal control system.
  • Establish the procedures for handling important financial activities, including the acquisition and disposal of assets, engagement in derivatives trading, loans for others, and making endorsements or guarantees for others.

Board Members

Job title Name First elected and inauguration date
    • Major education attainments and experience
      • Department of International Business, Feng Chia University.
      • Vice President, Sanhosun Industry.
    • Concurrent duties at the Company or in other companies
      • Chairperson, Jeng-Yi Business Management Consultant Co., Ltd.
    • Major education attainments and experience
      • Chairman of the Board, SuperAlloy Industrial Co. Ltd.
      • Department of Chemical Engineering, United Technology and Business School
    • Concurrent duties at the Company or in other companies
      • President, PVI Chemical Co., Ltd.
      • President, Chia-yi Investment Co., Ltd.
    • Major education attainments and experience
      • Judge, Chief Prosecutor, Presiding Judge, Minister of Justice, the Republic of China.
      • LLB, National Taiwan University
    • Concurrent duties at the Company or in other companies
      • President, SAI Fu-de Social Welfare Foundation
      • Independent Director, Century Wind Power Co., Ltd
      • Visiting Professor, National Chung Hsing University
      • Honorary Chair Professor, Finance and Economic Law, Asia University
    • Major education attainments and experience
      • Junior Manager, Hua Nan Bank
      • Department of International Business, Feng Chia University
    • Concurrent duties at the Company or in other companies
      • N.A.
    • Major education attainments and experience
      • Assistant Manager, Taiwan Business Bank Co., Ltd.
      • Public Service Special Examination
    • Concurrent duties at the Company or in other companies
      • Director of SuperAlloy Industrial Co. Ltd.
    • Major education attainments and experience
      • Section Manager, Accounting, Sanhosun Industry
      • National Open University
    • Concurrent duties at the Company or in other companies
      • Director of SuperAlloy Industrial Co. Ltd.
      • Section Manager, Accounting, Sanhosun Industry
    • Major education attainments and experience
      • President, National Cheng Chi University.
      • Ph.D. in Accounting, University of Missouri, USA.
    • Concurrent duties at the Company or in other companies
      • Independent Director, Hanns Touch Holdings Company
      • Independent Director, Acepodia
      • Adjunct Research Chair Professor, Department of Accounting, Chengchi University
    • Major education attainments and experience
      • Professor, College of Agriculture and Natural Resources, National Chung Hsing University
      • Ph.D. in Agriculture Economics, National Taiwan University
    • Concurrent duties at the Company or in other companies
      • Lifetime Distinguished Professor, College of Agriculture and Natural Resources, National Chung Hsing University
      • Member of Advisory Committee, Ministry of Environment, the Republic of China
    • Major education attainments and experience
      • Professor, School of Law, Soochow University
      • Ph.D. in Law, Westfälische Wilhelms-Universität Münster
    • Concurrent duties at the Company or in other companies
      • Independent Director, Celxpert Energy Corporation
      • Distinguished Professor, School of Law, Soochow University
    • Major education attainments and experience
      • Vice President, China Bills Finance Corporation
      • Department of Finance, National Chung Hsing University
    • Concurrent duties at the Company or in other companies
      • N.A.

Board members are aged between 40 and 80 years.

Operation of the Board of Directors in 2022

Audit Committee​

The Audit Committee was established in 2017 to strengthen corporate governance. The Audit Committee is formed with at least three independent directors and holds least one committee board meeting each quarter or extraordinary committee meetings as necessary. Please refer to the Company’s annual report or MOPS for information regarding the number of committee meetings held. The Audit Committee audits:

Operation of the Audit Committee in 2022
  • Establishment and revision of the internal control system.
  • Evaluation of the effectiveness of internal control system.
  • Establishment or revision of the procedures for handling important financial activities, including the acquisition and disposal of assets, engagement in derivatives trading, loans for others, and making endorsements or guarantees for others.
  • Matters relating to the personal interest of directors.
  • Transactions of important assets and derivatives.
  • Important loan, endorsement, or guarantee matters.
  • Fundraising and the issuance or private placement of share-based securities.
  • Appointment, dismissal, or remuneration of CPAs.
  • Appointment and dismissal of the chief financial officer, chief accounting officer, and chief internal auditor.
  • Preparation of the annual financial report and biannual financial report.
  • Other important matters requested by the Company or competent authorities.

Compensation Committee​

The Company established the Compensation Committee by resolution of the Board and appointed the committee members in 2011 to strengthen corporate governance. The Compensation Committee is formed with three independent directors and holds at least two committee meetings each year. Please refer to the Company’s annual report or MOPS for information regarding the number of committee meetings held. The Compensation Committee evaluates the salary and compensation policy and system for directors and officers and makes recommendations for the Board for the reference of decision-making.

Operation of the Remuneration Committee in 2022

Sustainable Development Committee

SAI has established a Sustainable Development Committee, with the Chairman serving as the Convener and appointing the deputy convener. The purpose is to ensure that major work decisions on corporate social responsibility and sustainable development can be implemented and to strengthen the company’s operating system. We are actively committed to the three major areas of environmental conservation (E), social responsibility (S) and corporate governance (G) to ensure that the Board of Directors can effectively fulfill its responsibilities and protect the rights and interests of the Company, Employees, Shareholders and Stakeholders. In order to effectively promote these tasks, the committee has established four functional teams, Corporate Governance Team, Environmental Sustainability Team, Social Care Team and Supply Chain Management Team. Each team is convened by the head of relevant department, who is responsible for supervising the operation, participating in team meetings, and assisting members in implementing every projects.

Operation of the Sustainable Development Committee in 2022

Internal Audit

The internal audit function is an unbiased, independent unit directly under the Board. It attends the meetings of the Audit Committee and the Board to present audit reports. Apart from reporting the audit progress and results to the members of the Audit Committee each month, the internal audit unit also reports to the routine Board meeting.

Duties and functions of internal audit

The duty of the Audit Office is to investigate and evaluate the internal control system and the suitability of operation, effectiveness, and efficiency and make timely recommendations for improvements to ensure that the internal control system is continuously and effectively implemented. The Audit Office also assists the Board and management in carrying out their duties.

Operation of internal audit

An internal audit system is planned and designed in accordance with the internal control system of individual departments. Based on this internal audit system, the internal control of each process is reviewed, and the suitability of the design, practice, effectiveness, and efficiency of such control is reported. In accordance with regulatory requirements, an internal audit shall be implemented each year to review the self-inspection of the internal control system of individual departments. The scope of audit covers the internal control of the effectiveness and efficiency of operations, the reliability of financial statements, compliance with the relevant laws and regulations, and others, as well as assessment of the risk level of operations of individual departments. Based on the audit outcomes, the Audit Office will plan the audit program for the next year and implement the audit with Board approval.

Procedures for self-inspection of internal control

Apart from the audit description, indication of materiality levels, and proposition of recommendations, responsible units will be requested to submit an action plan with an estimated date of improvement completion in the audit report. After the due date of improvement completion, the improvement results will be traced with reference to the action plan. The internal audit department is staffed with one full-time chief auditor and two to three auditors. The scope of audit covers all operating processes of the nine transaction cycles, and the audited units include the Company and all subsidiaries.

Stakeholders

For different stakeholders, SAI has set up special communication channels to accept and respond to the needs of stakeholders.

Employees / Supplier
Gary Huang
+886-5-551-2288 #748
gary.huang@superalloy.tw

Customers 
Stephen Tseng
+886-5-551-2288 #646
stephen.tseng@superalloy.tw

Investors
Spokesperson: Felicia Hsiao
+886-5-551-2288 #102
Acting Spokesperson: Kelly Wang
+886-5-551-2288 #204
info@superalloy.tw

Communications between the Independent Directors and CPAs
Communications between the Independent Directors and Chief Auditor

Important Regulations Download

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Operation of the Board of Directors in 2022

  1. Tenures of the Board of Directors are from November 14, 2020 to November 13, 2023.
  2. Mr. Huang Tsung-Jung, the Chairman of the Board, convened six regular meetings in 2022. The Board members’ attendance status is shown in the following table.

Title

Name

Attendance in Person

By Proxy

Attendance Rate in Person (%)

Notes

Chairperson

Mr. HUANG Tsung-Jung

8

0

100

 

Director

Yung-Ming Investment Co., Ltd.

Mr. CHANG Chi-Hsiang

2

0

25

 

Director

Representative of Jeng-Yi Business Management Consultant Co., Ltd.

Mr. WANG Shun-Zhong

7

0

88

 

Director

Representative of Guang Li Car Co., Ltd.       

Mr. CHEN Te-Hsing/ CHEN Sheng-Lin

8

0

100

Director Mr. CHEN Te-Hsing Approved away and was dismissed on 2022.12.02. Mr. CHEN Sheng-Lin was reassigned and took the seat on 2022.12.26.

Director

Huei-Chuang Investment Co., Ltd.

Mr. CHU Chein-Chung

5

0

63

 

Director

Representative of Hao-Wang Investment Co., Ltd.

Mr. CHEN Yi-Cheng/ Mr. LU Yong-Xiang

8

0

 

Director Mr. Chen Yicheng resigned on 2023.03.31. Mr. LU Yong-Xiang was appointed to take the seat on 2023.04.01.

Independent Director

Mr. CHENG Ding-Wang

8

0

100

 

Independent Director

Mr. SHIH Mao-Lin

8

0

100

 

Independent Director

Mr. LIU Ke-Chang

8

0

100

 

Annotations:

In 2022, the Board of Directors conducted six regular meetings on February 21, April 18, June 27, August 8, October 24 as well as December 26. Major resolutions of the Board Meetings as follow:

Meeting Date

Major Resolutions

2022.12.26

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Directors and key employees liability insurance renewal report.
  5. Mr. SHI Cheng-Tse’s breach of trust case report (supplementary report).
  6. Approved the budget of Year 2023.
  7. Approved the capital expenditure package of Year 2023.
  8. Approved the audit plan of Year 2023.
  9. Approved the amendments to the Internal Control System- acquisition cycle, production cycle and payroll and personnel cycle.
  10. Approved the amendments to the Approval Authority Matrix – the acquisition cycle approval authority matrix, the production cycle approval authority matrix, the payroll and personnel cycle approval authority matrix and the information cycle approval authority matrix

2022.10.24

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Approved the company stock buyback proposal.
  5. Approved the amendments to the Procedure for the Management of Inside Information and the Prevention of Insider Trading.
  6. Approved the amendments to the Internal Control System- sales cycle.

2022.08.08

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Acknowledged the 2022H1 consolidated financial statements.
  5. Approved the company stock buyback proposal.
  6. Approved the proposal of investment in Japanese securities.
  7. Approved the allocation of employee’s reward and managers’ bonus.

2022.06.27

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Approved the ex-dividend date for dividend distribution.
  5. Approved the loan to the subsidiary as repayment of the loan from German DZ BANK.
  6. Approved the establishment of the Sustainable Development Committee.

2022.04.18

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Acknowledged the 2021 annual business report, individual financial report and consolidated financial report.
  5. Approved the 2021 surplus earnings distribution proposal.
  6. Approved the 2021 Declaration of Internal Control System..
  7. Approved the certified accountants’ appointment and remuneration for 2022.
  8. Approved the proposal for new share issue through capital increase out of earnings and capital reserves.

2022.02.21

  1. Important financial business reports.
  2. Internal auditing operation reports.
  3. Derivative product evaluation reports.
  4. Treasury stock execution progress report.
  5. Approved the amendments to the Articles of Association.
  6. Approved the amendments to the Procedures for the Acquisition and Disposal of Assets.
  7. Approved the date, agenda and acceptance period for shareholders’ proposal rights for the 2022 regular shareholders’ meeting.

Operation of the Audit Committee in 2022

  1. Tenures of the Audit Committee are from November 14, 2020 to November 13, 2023.
  2. Mr. Cheng Ding-Wang, the convener of the Audit Committee, convened four regular meetings in 2022. The Committee members’ attendance status is shown in the following table.

Title

Name

Attendance in Person

By Proxy

Attendance Rate in Person (%)

Notes

Convener

Mr. CHENG Ding-Wang

4

0

100

 

Member

Mr. SHIH Mao-Lin

4

0

100

 

Member

Mr. LIU Ke-Chang

4

0

100

 

Annotations:

In 2022, the Audit Committee conducted four regular meetings on April 18, August 8, October 24 as well as December 26. Discussions and resolutions of the Committee, and the Company’s actions in response to members’ opinions as follow:

Meeting Date

Discussion Topics

Members’ Opinions and Resolution

Company Decision based on Members’ Recommendation

2022.12.26
  1. 2023 Substantial Capital Expenditure
  2. 2023 Audit plan
  3. Internal Control System- acquisition cycle, production cycle and payroll and personnel cycle.
  4. Approval Authority Matrix – the acquisition cycle approval authority matrix, the production cycle approval authority matrix, the payroll and personnel cycle approval authority matrix and the information cycle approval authority matrix

Passed by all attending committee members and reported to the Board of Directors.

Passed by the Board of Directors.

2022.10.24
  1. Amendments to the Procedure for the Management of Inside Information and the Prevention of Insider Trading.
  2. Amendments to the Internal Control System- sales cycle.

Passed by all attending committee members and reported to the Board of Directors.

Passed by the Board of Directors.

2022.08.08
  1. 2022H1 consolidated financial statements
  2. The investment in Japanese securities.

Passed by all attending committee members and reported to the Board of Directors.

Passed by the Board of Directors.

2022.04.18
  1. 2021 annual business report, individual financial report and consolidated financial report.
  2. 2021 surplus earnings distribution proposal.
  3. 2021 Declaration of the Internal Control System.
  4. The certified accountants’ appointment and remuneration of 2022.

Passed by all attending committee members and reported to the Board of Directors.

Passed by the Board of Directors.

Operation of the Remuneration Committee in 2022

  1. Tenures of the Remuneration Committee are from November 14, 2020 to November 13, 2023.
  2. Mr. Shih Mao-Lin, the convener of the Audit Committee, convened two regular meetings in 2022. The Committee members’ attendance status is shown in the following table.

Title

Name

Attendance in Person

By Proxy

Attendance Rate in Person (%)

Notes

Convener

Mr. SHIH Mao-Lin

2

0

100

  

Member

Mr. CHENG Ding-Wang

2

0

100

  

Member

Mr. LIU Ke-Chang

2

0

100

  

Discussions and resolutions of the Remuneration Committee, and the Company’s actions in response to members’ opinions

Meeting Date

Discussion Topics

Members’ Opinions and Resolution

Company Decision based on Members’ Recommendation

2022.12.26

Discussion and evaluation of the management’s salary and remuneration.

Reserved for discussion at next meeting, the usual payment levels of peers and listed companies will be provided as reference.

Not reported to the Board of Directors

2022.08.08

Modification of the pre-tax net profit in the salary and remuneration bracket of operating managers to annual profit. (Based on the Company Law and the Articles of Association)

Passed by all attending committee members and reported to the Board of Directors.

Passed by the Board of Directors.

Operation of the Sustainable Development Committee in 2022

Mr. Huang Tsung-Jung, the convener of the Sustainable Development Committee, convened four regular meetings in 2022. The Committee identified important issues in 2022 and incorporated them into important topic management.

2022 Results

Functional team

Results of 2022

Corporate Governance
  • Propose and elect convener
  • International sustainability trends and suggestions
  • SAI’s 2023 sustainability targets and plans
  • Reduce the impact of risks on the company’s operations and related stakeholders through regular reviews of relevant prevention and improvement measures
  • Promote the ISO 27001 Information Security Policy

Supply Chain Management
  • 100% key suppliers regular review
  • 100% Key suppliers signing Supplier Code of Conduct

Environmental Sustainability
  • Continued to take air pollution reduction measures, carry out rolling reviews by year, promote outsourcing reduction plans, and increase the proportion of in-house production.
    2021 SAI’s secondary aluminium reuse rate 29%
    2022 SAI’s secondary aluminium reuse rate 31%
  • Conduct a greenhouse gas inventory in 2022 by the ISO 14064-1 greenhouse gas management standard.
  • 2022 energy saving 1% more than 2021
  • SAI’s Taiwan factory has been sanctioned for violating environmental protection regulations. There were 4 cases in 2020, 1 case in 2021, and 0 cases in 2022. The number of violations is on the decline, and we will move towards the minimum requirement of 0 deficiencies.

Social Care

Employee Care

  • Free health examinations and regular doctor visits are provided to employees and their families every year
  • Cash gifts for birthday, Labor Day, Mid-Autumn Festival and Dragon Boat Festival, children’s scholarships, and childcare subsidies
  • Cash gifts for wedding, funeral, maternity, sickness and hospitalization consolation
  • Travel subsidies and designated stores discounts
  • Regularly conduct internal human rights impact assessments and develop risk management and control measures based on employee risk exposure

Community Care

  • Donation of NT$ 670,000 to the World Vision for after-school care and scholarship for underprivileged children
  • Donation of NT$ 216,000 to the Yunlin Branch of Association for Victims Support for scholarship
  • Donation of NT$ 400,000 to Taita Jin-fu Medical Foundation for healthcare support network in Yunlin area
  • Sponsorship of NT$ 356,000 to Yunlin Junior High School Music Concert Performance, Dounan Dadong Elementary School Basketball Team, Yunlin County Publication Fee, employee emergency aid and fire department summer camp
  • Donation of NT$ 200,000 to Taiwan Fund for Children and Families for annual carnival
  • Donation of NT$ 100,000 to Douliu Fire Department

Communications between the Independent Directors and CPAs

The CPAs regularly communicate and report to the Company’s governance team and the independent directors twice a year. In addition to scheduled meetings, the CPAs also conduct unscheduled communication directly if needed to maintain good relations.

Communications between the independent directors and the CPAs in 2022

Meeting Date

Items

Independent Directors’ Opinions

Actions in Response to Independent Directors’ Opinions

2022.08.08

Audit result of 2022Q2 consolidated financial report

Audited and reviewed by Audit Committee. No opinion from all Independent Directors.

Not Applicable

2022.04.18

Audit result of 2021 individual financial report and consolidated financial report

Audited and reviewed by Audit Committee. No opinion from all Independent Directors.

Not Applicable

Communications between the Independent Directors and Chief Auditor

The internal auditors have sent the audit reports to the members of the Audit Committee periodically and presented the findings of all audit reports in the quarterly meetings of the Audit Committee. The head of Internal Audit will immediately report to the members of the Audit Committee any material matters.

Communications between the independent directors and Chief Auditor in 2022

Meeting Date

Items

Independent Directors’ Opinions

 Actions in Response to Independent Directors’ Opinions

2022.12.26
  1. Report on self-testing results
  2. 2022 Audit Deficiencies and Risk Assessment Form
  3. 2023 Audit Plan
  4. Amendments to Internal Control System and Approval Authority Matrix

Audited and reviewed by Audit Committee. No opinion from all Independent Directors.

Not Applicable

2022.10.24
  1. Amendments to the Procedure for the Management of Inside Information and the Prevention of Insider Trading.
  2. Amendments to the Internal Control System- sales cycle.

Audited and reviewed by Audit Committee. No opinion from all Independent Directors.

Not Applicable

2022.04.18

2021 Declaration of the Internal Control System

Audited and reviewed by Audit Committee. No opinion from all Independent Directors.

Not Applicable

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