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.
Board Diversity and Independence:
The Board as a whole should possess competencies including operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, and capabilities in sustainability management and decision-making.
The composition of the Board shall take diversity into consideration. Based on the Company’s operations, business model, and future development trends, a policy on board member diversity is formulated. This policy covers basic attributes and values (such as gender, age, and nationality), as well as professional knowledge and skills (such as law, accounting, industry expertise, finance, and marketing).
The specific management objectives and the status of achievement of the Company’s board diversity policy are as follows:
Specific Management Objectives of the Diversity Policy:
The target for independent directors is at least four seats, and the target for female directors is at least one seat, in order to maintain a sound board structure. In the current term, the Company has achieved four independent directors and two female directors, both of which meet the set targets. Among them, three independent directors have a tenure of less than three years, while one independent director has a tenure exceeding six years but less than nine years.
Board Independence:
The Company’s current Board consists of 10 directors, including 4 independent directors and 6 non-independent directors, with independent directors accounting for 40% of the total board composition. To strengthen board independence and operational effectiveness, the Company has established the “Rules Governing the Scope of Duties of Independent Directors.” All independent directors perform their duties in accordance with these rules, and during their tenure, they have not engaged in any relationships with management or related parties that would compromise the Company’s interests or impair impartial judgment. All four independent directors are capable of independently and effectively supervising the Board’s operations.
None of the directors have spousal or second-degree familial relationships with one another. In addition, when board meeting matters involve conflicts of interest for any director, that director will recuse themselves from discussion and voting on the matter, ensuring that the Board can execute its duties independently and objectively.
All independent directors fully comply with the regulations set by the Financial Supervisory Commission regarding independent directors. The details of their independence are as follows:
Name | Serving Status of Self, Spouse, or First- and Second-Degree Relatives in the Company or Related Enterprises | Shareholding of Self, Spouse, or First- and Second-Degree Relatives (Including Through Others) | Serving Status in Related Companies | Remuneration for Services to the Company or Related Enterprises (Past 2 Years) |
| Mr. CHENG Ding-Wang | No | Not Applicable | No | Not Applicable |
| Ms. LIOU Wan-Yu | No | Not Applicable | No | Not Applicable |
| Mr. CHERNG Ming-Shiou | No | Not Applicable | No | Not Applicable |
| Mr. CHEN Wen-Zong | No | Not Applicable | No | Not Applicable |
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
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Major education attainments and experience
- Department of International Business, Feng Chia University.
- Vice President, Sanhosun Industry.
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Concurrent duties at the Company or in other companies
- Chairperson, Jeng-Yi Business Management Consultant Co., Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Chairman of the Board, SuperAlloy Industrial Co. Ltd.
- Department of Chemical Engineering, United Technology and Business School
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Concurrent duties at the Company or in other companies
- President, PVI Chemical Co., Ltd.
- President, Chia-yi Investment Co., Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Judge, Chief Prosecutor, Presiding Judge, Minister of Justice, the Republic of China.
- LLB, National Taiwan University
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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
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Major education attainments and experience
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Major education attainments and experience
- Junior Manager, Hua Nan Bank
- Department of International Business, Feng Chia University
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Concurrent duties at the Company or in other companies
- N.A.
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Major education attainments and experience
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Major education attainments and experience
- Assistant Manager, Taiwan Business Bank Co., Ltd.
- Public Service Special Examination
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Concurrent duties at the Company or in other companies
- Director of SuperAlloy Industrial Co. Ltd.
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Major education attainments and experience
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Major education attainments and experience
- Section Manager, Accounting, Sanhosun Industry
- National Open University
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Concurrent duties at the Company or in other companies
- Director of SuperAlloy Industrial Co. Ltd.
- Section Manager, Accounting, Sanhosun Industry
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Major education attainments and experience
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Major education attainments and experience
- President, National Cheng Chi University.
- Ph.D. in Accounting, University of Missouri, USA.
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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
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Major education attainments and experience
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Major education attainments and experience
- Professor, College of Agriculture and Natural Resources, National Chung Hsing University
- Ph.D. in Agriculture Economics, National Taiwan University
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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
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Major education attainments and experience
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Major education attainments and experience
- Professor, School of Law, Soochow University
- Ph.D. in Law, Westfälische Wilhelms-Universität Münster
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Concurrent duties at the Company or in other companies
- Independent Director, Celxpert Energy Corporation
- Distinguished Professor, School of Law, Soochow University
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Major education attainments and experience
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Major education attainments and experience
- Vice President, China Bills Finance Corporation
- Department of Finance, National Chung Hsing University
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Concurrent duties at the Company or in other companies
- N.A.
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Major education attainments and experience
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:
- 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.
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.
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: Ben Huang
+886-5-551-2288 #156
Acting Spokesperson: Kelly Wang
+886-5-551-2288 #204
info@superalloy.tw
Promotion and Training for the Prevention of Insider Trading
The Company has established the “Procedures for Handling Material Inside Information and Prevention of Insider Trading,” which strictly prohibits insiders, including directors and managers, from trading securities based on non-public market information for profit. To ensure compliance, the Company conducts educational outreach and training on relevant laws and regulations for current directors, managers, and employees at least once a year.
The Company facilitates this promotion annually via email notifications to all directors, managers, and employees. Furthermore, reminders regarding the “Blackout Period” are issued prior to the announcement of financial reports to prevent directors from inadvertently violating trading regulations.
Implementation in 2025: In 2025, the Company successfully conducted the aforementioned training and awareness programs. There were no instances of insider trading or short-swing trading (exercise of the right of disgorgement) involving company personnel throughout the year.
| Subject | Notification Date | Sample Notification Content |
Promotion of Blackout Period Prior to Financial Report Announcements | January 23, 2025 |
Reminder on Regulatory Compliance for Insider Shareholding Changes in 2025 |
Promotion on Regulatory Compliance for Insider Shareholding Change Reporting | January 16, 2025 April 2, 2025 October 22, 2025 December 26, 2025 |
Reminder on Corporate Governance Best Practice Principles in 2025 |
Training on Legal Compliance for Insider Equity Transactions | November 12, 2025 | An online 3-hour briefing on legal compliance for insider equity transactions was held by the competent authority on November 21, 2025, with directors and senior management invited to participate |
※ For major corporate matters, such as the company’s share buyback, the Company proactively reminds directors in advance not to trade company shares to strengthen corporate governance.
Important Regulations Download
- Articles of incorporation
- Rules governing the Conduct of Shareholders' Meetings
- The procedures for the Election of Directors
- Rules and Procedures of Board of Directors Meetings
- Rules of Audit Committee
- Remuneration Committee Charter
- Regulations of Sustainable Development Committee
- Management of Assets
- Management of Endorsement and Guarantees
- Management of Loans to Others
- Procedures for Preventing Insider Trading
- Performance Evaluation of Board of Directors
- Corporate Social Responsibility Best Practice Principles
- Corporate Governance Best Practice Principles
- Ethical Corporate Management Best Practice Principles
- Information Security Policy (REV.005 2025/12)
- Anti-Brivery & Anti-Corruption Policy
- Human Right, Gender Equality, Diversity & Inclusion
- Anti-Salvery and Human Trafficking Statement
- Direction of Prevention and Management of Unlawful Infringement in the Performance of Duties
- Code of Conduct
Ethical Management
In accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and relevant laws and regulations of our operational locations, SAI has established procedures and guidelines including the “Code of Ethical Conduct,” “Ethical Corporate Management Best Practice Principles,” “Ethical Corporate Management Procedures and Guidelines,” and “Sustainable Development Best Practice Principles.” These guidelines encompass regulations on anti-corruption, insider trading, intellectual property rights, and proper information preservation and disclosure, specifically outlining the necessary precautions to uphold the Company’s ethical standards and appropriate behavior. We require all employees to fully understand and adhere to these ethical guidelines, respect and strictly abide by confidentiality agreements with customers, and refrain from accepting any bribes or improper benefits. Additionally, we invite customers, suppliers, business partners, and other associated entities to jointly understand and support SAI’s core values of integrity. SAI implemented risk identification in August 2024, identifying a total of eight corruption-oriented risk factors; assessment results indicate that all were low risk.
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| Board of Directors | Employees | Business Counterparts (Suppliers, Customers) |
| Fulfill the audit and assessment responsibilities to ensure the implementation of ethical business practices. The Board of Directors must stipulate that any proposals in which a director or the legal entity they represent has a vested interest must be disclosed at the relevant Board meeting, detailing the significant aspects of the interest. If a matter involves a conflict of interest that may harm the Company, the director must abstain from discussion and voting and recuse themselves from the relevant proceedings. Regarding conflicts of interest in 2024, refer to pages 17 and 18 of the Company’s 2024 Annual Report. | 2024 Advocacy and Training: | Engaging in business transactions must not involve illegal activities. Upon identifying dishonest conduct by a business counterpart or collaborator, ● Suppliers are required to sign a Supplier Code of Conduct declaration. |
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To implement and promote corporate ethics and strengthen business concepts, SAI has formulated policies regarding responsible business conduct. These policies are implemented by each operational unit to integrate them into the daily operations involving relevant stakeholders (employees, suppliers, etc.). The policy execution results for the year 2024 are as follows:
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