Corporate Governance
  1. Corporate Governance
  2. Material Informations
  3. Shareholder's Service
  4. Annual Report
  5. Financial Information

Company Governance

Chien Kuo Construction operates on the basis of honesty and integrity. The company values shareholders’ rights and interests and believes a sound and efficient board of directors is the foundation of good corporate governance. In the spirit of this principle, the Chien Kuo Construction board of directors ized the establishment of divers committees, which assist the board in the execution of its supervisory duties. Everything in the company’s articles of association must be approved by the board to which the chairs of various committees regularly report their activities and resolutions.

Organization and operation of the board of director

Chien Kuo Construction’s 21st board of directors was elected at a shareholder meeting on June 29, 2018. The board consists of thirteen members with extensive experience in business administration. We heavily rely on their knowledge, personal perspectives and business acumen. Three of the thirteen members are independent directors, who are outstanding representative in their professions, and responsible for the first level of the audit work. The board of directors is rigorous, professional and responsible in the execution of its responsibilities.

It is our philosophy of corporate governance that the primary responsibility of the board of directors is supervision. The board of directors ensures the company complies with laws and regulations, ensures transparency of financial information, discloses important information in a timely manner and exercises effective internal control.

The board of directors at Chien Kuo Construction has established the audit committee, compensation committee and internal audit department, to ensure it better fulfills its supervisory responsibilities.

The board of directors also advises the Chien Kuo Construction management team, which submits regular reports. It evaluates the likely success of strategies proposed by management, reviews progress made and asks for adjustments to be made when deemed necessary. The management team and the board maintain close contacts and work together to maximize shareholder profits.

Board of directors


Chairman

Chien Hwei Investment Co.,Ltd.
Corporate representative: Chang-shiou WU

Education

PhD. Civil Engineering & Engineering Mechanics, University of Arizona (USA)

Vice Chairman

Chi-te CHEN

Education

MBA, University of Santa Clara (USA)

Board Director

Bang-yen YANG

Education

Master of Instrument Engineering, University of California (USA)

Board Director

Tze-Kiang YANG

Education

PHD. Business Management, National Chengchi University

Board Director

Chien Hwei Investment Co.,Ltd.
Corporate representative: Bair-tzuoo SUN

Education

M.B.A., National Chengchi University

Board Director

Chung CHENG

Education

Master in Electrical and Computer Engineering, University of California (USA)
MBA, University of Santa Clara (USA)
Bachelor of Electrophysics, National Chiao Tung University

Board Director

Chu-hsin LEE

Education

Bachelor of Electrical Engineering, National Chiao Tung University

Board Director

Chi-hsin CHEN

Education

Kaohsiung Commercial and Industrial Vocational High School

Board Director

Yu-jui CHANG

Education

M.B.A., National Dong Hwa University

Board Director

Chien Hsiang Investment Co., Ltd.
Corporate representative: Jui-hsing TSAI

Education

Diploma of Graphic Design(Multimedia), Martin College(AUS)

Independent Board Director

James TSAI

Education

M.S. in Accounting, National Chengchi University
Master of Laws, National Chengchi University

Independent Board Director

Jerry G. Fong

Education

J.D., Cornell University(USA)

Independent Board Director

Li-shing YI

Education

M.S. in Civil Engineering, University of Texas at Austin(USA)

Audit Committee

Chein Kuo Construction formally established Audit Committee in 2018, which is formed by the panel of independent directors under the Board. The Committee is held quarterly and extraordinary meetings accordingly. The Committee assists the Board to supervise the honesty, integrity and transparency of accounting, internal auditing and financial control. The responsibilities of the Committee are to audit the financial reports, hire or dismiss of an attesting CPA, or the compensation given thereto, assessment of the effectiveness of the internal control system, and to ensure the company compliance with laws and manage the potential risks.

Board committee membership


Independent Board Director

James TSAI

Education

M.S. in Accounting, National Chengchi University
Master of Laws, National Chengchi University

Independent Board Director

Jerry G. Fong

Education

J.D., Cornell University(USA)

Independent Board Director

Li-shing YI

Education

M.S. in Civil Engineering, University of Texas at Austin(USA)

Compensation Committee

Chien Kuo Construction established the compensation committee to determine and review the performance of directors, supervisors and managers, as well as the company’s compensation and benefit policy, system and structure. The committee also regularly evaluates and determines the salaries and benefits of the aforementioned personnel.

The remuneration committee executes its duty based on the following principles:

The committee assesses performance and remuneration based on industry standards, personal performance, company performance and future risks. The committee seeks to prevent the board of directors and managers engaging in behavior that exceeds the company's risk tolerance for the sake of higher remuneration.

The compensation committee comprises three members and a minimum of one independent director. At least one of the independent directors must have legal or management expertise. Members of the compensation committee are proposed by the chairman to the board of directors for approval, and the committee convenes a minimum of twice per year. Members of the compensation committee must recuse themselves from voting on issues with which they or the legal person represented have a conflict of interest that could be deemed harmful to the interests of the company, or on any issue a committee member believes he/she should avoid due to a conflict of interest.

Board committee membership


Independent Board Director

James TSAI

Education

M.S. in Accounting, National Chengchi University
Master of Laws, National Chengchi University

Independent Board Director

Jerry G. Fong

Education

J.D., Cornell University(USA)

Independent Board Director

Li-shing YI

Education

M.S. in Civil Engineering, University of Texas at Austin(USA)

Organization and operation of internal audits

  • The Audit Office of Chien Kuo Construction, an independent entity staffed with professional auditors, reports directly to the Board of Directors. In addition to regularly reporting to the Board, the Audit Office also regularly or intermittently reports to the Chairman and the Board Supervisors.
  • The audit office has an audit director, audit personnel and substitute staff, who must not only have qualifications stipulated by the Securities and Futures Bureau but are also required to complete advanced internal auditing related programs each year.
  • The appointment, removal, performance appraisal, salary benefit package of internal auditors, which should be signed by the audit director and report to the chairman of the board for approval. The performance appraisal is implemented twice a year. The relevant regulations and procedures has been disclosed in the section of the company’s webpage.
  • Internal audits review the internal control system of company protocols based on internal control processing rules, internal control systems and detailed internal audit regulations. In terms of scope, this covers all protocols at the company and its subsidiaries to ensure suitability, efficiency and effectiveness.
  • The auditors execute the auditing items formulated based on risk identification and according to the board-approved annual audit plan. They then complete an audit report, periodically follow up and report on the progress of the audit improvement plan and implement a project-based audit or follow up audit as required.
  • The internal audit team conducts regular reviews of the internal control/self-assessments conducted by departments to ensure implementation of it’s operations and documentation quality. The team reports the results of the internal audit and improvements to the general manager and board of directors to determine the efficacy of internal controls and then issues an internal control statement. According to regulations this statement is published in the company’s annual report, the stock issue prospectus. In accordance with regulations annual internal audit plans, audit plan execution, internal control findings and improvements should all be posted on the Market Observation Post System.

Articles of association and internal policies

Articles of Association of Chien Kuo Construction Co. Ltd.
Organization Chart of Corporate Governance
Practical Principles in Company Governance
Risk Management Policy and Procedure
Risk Management and its Operations
Practical Principles in Sustainable Development
Environmental Management Policies
Human Rights Policies
Corporate Information Security Policy
Operating Principles of Honesty and Integrity
Code of Ethics
Voting Rules for Directors
Board Meeting Guidelines
Responsibility and Regulations for Independent Directors
Rules for Board of Directors Performance Assessments
Rules Governing Shareholder Meetings
Articles of Association of the Remuneration Board
Audit Committee Organization
Procedural Guidelines for Loans and Endorsement from Parent Company
Procedural Guidelines in the Acquisition or Liquidation of Assets
Grievance or Reporting System
Sexual harassment prevention and disciplinary procedures
Summary Results of the Assessments on the Board of Directors
Communication Policy between Independent Directors and Internal/Independent Auditors
Implementation of Diversity Policy of the Board
Internal Transaction Management Practices
Implementation of Internal Transaction Management
Employee Working Environment and Personal Safety Protection Measures and Implementation Status
Corporate Governance and Implementation
Intellectual Property Management