Sincere Navigation Corporation’s Board of Directors supervises the operation of the company and manages the long-term interests of the shareholders. The board is also responsible for monitoring the effectiveness of senior management’s strategy, and strives to serve in a disciplined and prudent manner. The compensation committee formed by all independent directors perform their duties in accordance with the Company’s Articles of Incorporation and relevant by laws to protect the interests of the shareholders. The main duties of the Company’s Board of Directors are: Appointing and dismissing key management appointments. Reviewing and evaluating the company’s management strategies and business plans, financial goals, and achievement of business targets. Establishing an effective and appropriate internal control system. Supervising and handling any risks the company may encounter, creating and maintaining the company’s brand value, and establishing appropriate corporate policies and procedures.
| Title | Name | Date Elected | Selected Education & Past Positions |
|---|---|---|---|
| Chairman President | Hsu, Chi-Kao | 2022.06.10 | B.S., Biological and Economy, Claremont McKenna College Vice Chairman, Sincere Navigation Corporation |
| Representative of Corporate Director | Tsai, Ching-Pen | 2022.06.10 | B.S., Navy Machinery College, United States Navy Electronic College, Navy Factory Management College Director, Jiaxing Shipping Corporation President, Sincere Navigation Corporation Chairman, Sincere Navigation Corporation Representative, Solar Shipping Agency Ltd. |
| Representative of Corporate Director | Chang, Fang-Chou | 2022.06.10 | B.S., Naval Architecture of National Taiwan Ocean University Vice President, CSBC Corporation, Taiwan President, Haihu Maritime Service (Shanghai) Co., Ltd. Director, Heywood Limited President, Sincere Navigation Corporation Senior Advisor, Sincere Navigation Corporation |
| Independent Director | Lee, Yen-Sung | 2022.06.10 | Master, Accounting, Soochow University 17th President of Certified Public Accountant R.O.C. Deputy Territory Senior Partner of Pricewaterhouse Coopers, Taiwan Lecturer, Dept. Accounting, College of Management National Taiwan University |
| Independent Director | Cheng, Fu-Kwok | 2022.06.10 | Senior Advisor to the Global Shipping Head of CA CIB Honorary Chairman and Director of Credit Agricole Asia Shipfinance Limited Managing Director and Head of Credit Agricole CIB Ship Finance Asia Pacific Area Honorary Treasurer of the Hong Kong Maritime Museum Member of the Maritime and Port Board (MPB) and Chairman of the Promotion and External Relations Committee under MPB |
| Independent Director | Tseng, Kuo-Cheng | 2022.06.10 | Master, Naval Architecture of National Taiwan University President, CSBC Corporation, Taiwan Chairman, CSBC-DEME Wind Engineering Co. Ltd. Chairman & President, High Tien Offshore Co., Ltd. Director, Asia Renewable Energy (Cayman) Ltd Professor-level Adjunct Expert, National Cheng Kung University Associate-professor-level Industry Expert, National Kaohsiung University of Science and Technology |
| Independent Director | Koo, Tse-Hau | 2022.06.10 | B.S., Business Administration of Boston University Executive Director, Valles Steamship Company Limited Chairman, Hong Kong Shipowner Association |
Board of Directors’ and Functional Committees’ Performance Evaluation Implementation Status
The Company drew up the “Performance Evaluation Method of the Board of Directors” which was passed by the BOD Meeting on November 12, 2017 to conduct regular performance evaluation of the Board of Directors every year, and disclose the evaluation methods and results in the Company’s annual report, Company website, and TWSE. In order to implement corporate governance and enhance the functions of the Company’s Board of Directors and Functional Committees, the “Performance Evaluation Measures of the Board of Directors and Functional Committees” was revised and passed by the BOD Meeting on June 19, 2019.
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Aspect |
|---|---|---|---|---|
| Annual | From January 1st, 2022 to December 31, 2022 | ˙The Board of Directors as a whole ˙The individual directors ˙The functional committees | ˙Internal assessment of the Board ˙Self-assessments by each board member | The Board of Directors are assessed on the following five aspects: 1.Involvement in the Company's operation 2.Enhancement of the quality of the board's decision-making 3.Makeup and structure of the board 4.Election of board members and continuing knowledge development 5.Internal controls The individual directors are assessed on the following six aspects: 1.Understanding of the Company's goals and mission 2.Awareness of director's duties 3.Involvement in the Company's operations 4.Internal relationship and communication 5.Director's professionalism and continuing knowledge development 6.Internal controls The functional committees are assessed on the following five aspects: 1.Involvement in the Company's operation 2.Awareness of the functional committees' duties 3.Enhancement of the quality of the functional committees' decision-making 4.Makeup of the functional committees and election of their members 5.Internal controls |
The Company completed self-assessments of Board performance in 2022 and reported the results to the Board of Directors at its first quarter meeting in 2023 for review and improvement. The Weighted average score for the overall performance of the Board of Directors is 4.56 out of 5. The weighted average score for the performance of the individual directors is 4.29 out of 5. As demonstrated, the overall board’s operation has been effective. The functional committees performance self-assessment results: the total achievement rate of the Remuneration Committee is 95%, the total achievement rate of the Audit Committee is 95%, and the total achievement rate of the Nominating Committee is 96%. The evaluation results are excellent.