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 | 2025.06.10 | B.S., Biological and Economy, Claremont McKenna College Vice Chairman, Sincere Navigation Corporation Current: Chairman and President, Sincere Navigation Corporation |
| Representative of Corporate Director | Cheng, Fu-Kwok | 2025.06.10 | B.S., Social Sciences, University of Hong Kong Senior Advisor to the Global Shipping Head of CA CIB Honorary Chairman and Director of Credit Agricole Asia Honorary Treasurer of the Hong Kong Maritime Musuem Member of the Maritime and Port Board (MPB) and Chairman of the Promotion and External Relations Committee under MPB Independent Non-Executive Director of Singamas Container Holdings Limited and Grandland Shipping Limited, TCC Group Independent Director of Sincere Navigation Corporation Current: Independent Non-Executive Director of Miricor Enterprises Holdings Limited |
| Representative of Corporate Director | Lee, Ka Kin | 2025.06.10 | Electronic Systems Engineering, University of Regina, Canada R&D and Technology Architect of Bell Labs, Nortel, A&T Canada Regional Manager, VPI Systems Business Development Manager, TeleManagement Forum Worldwide Appointee, Advisory Committee Member, Information and Communication Technology Industry Training Advisory Committee of Education Bureau Government Secretariat, The Government of the Hong Kong Special Administrative Region Head of Innovation Foundry, Digital Solution of Jardine One Solution, Jardine Matheson Current: Executive Director, WiderWorld Company Limited Official Trainer, The Hong Kong Productivity Council Advisor to President, Sincere Navigation Corporation Certified Change Management Professional (CCMP) of PROSCI Business Advisor, Okia Optical Company Limited (Hong Kong, China, and Vietnam) General Secretary, International Association of Microsoft Channel Partner, (IAMCP) Greater China |
| Independent Director | Lee, Yen-Sung | 2025.06.10 | Master, Accounting, Soochow University Deputy Chairman of PwC Taiwan Chairman of Taipei CPA Association Director of Accounting Research and Development Foundation Director of Taiwan Accountant Association Vice Chairman of the National Federation of CPA Associations of the R.O.C. Supervisors Convener of the Real Estate Agents Transaction Guaranty Foundation Current: Advisor of the Real Estate Agents Transaction Guaranty Foundation Independent Director of FamilyMart, Charoen Pokphand Enterprise (Taiwan) Co., Ltd., Chicony Electronics Co., Ltd., Qunguang Electronics Co., Ltd., and Sincere Navigation Corporation Lecturer, Dept. Accounting, College of Management National Taiwan University |
| Independent Director | Cheng, Fu-Kwok | 2025.06.10 | Master, Naval Architecture, National Taiwan University President, CSBC Corporation, Taiwan Advisor of Ship and Ocean Industries R&D Center (SOIC) Advisor of Metal Industries Research & Development Center Adjunct Professor Rank Specialist at National Cheng Kung University Adjunct Asociate Professor of Professional and Technical Personnel at National Kaohsiung University of Science and Technology Chairman and President of High Tien Offshore Co., Ltd. Chairman of the Maritime Engineering Joint Promotion Association, R.O.C. Chairman, CSBC-DEME Wind Engineering Co. Ltd. Current: Independent Director of IOVTEC Co., Ltd. Independent Director of Sincere Navigation Corporation |
| Independent Director | Koo, Tse-Hau | 2025.06.10 | B.S., Business Administration, Boston University Chairman of HKMPB Promotion and External Relations Committee, Member of Manpower Development Committee Chairman of ClassNK Hong Kong Committee Executive Committee Member of INTERTANKO, the International Association of Independent Tanker Owners Board of Directors of NorthStandard P&I Association Chairman of VTC Maritime Services Training Institute Committee Chairman of Hong Kong Shipowners Association Current: Executive Director, Valles Steamship Company Limited Independent Director of Sincere Navigation Corporation |
| Independent Director | Wen, Fang-Yu | 2025.06.10 | Master, Accounting, National Taiwan University Partner CPA, PwC Taiwan Chief CPA of Risk and Quality Control, PwC Taiwan Advisor of Financial Accounting Issues Task Force, Accounting Research and Development Foundation Current: CPA, Wen Fang-Yu CPA Firm Independent Director of Orient Semiconductor Electronics, Ltd. |
Succession Planning and Operation for Board members
The Company’s Articles of Incorporation stipulate that the election of directors shall adopt the candidate nomination system. In addition, the “Corporate Governance Principles of Sincere Navigation Corporation” states that the composition of the Board of Directors shall take diversity into consideration. To achieve corporate governance objectives, the Company shall establish a diversity principle based on its business model and development needs, ensuring the Board’s composition meets the necessary qualifications, values, and professional knowledge/skills standards.
To strengthen the preparation of directors’ succession, the Company’s selection criteria for director candidates include, but are not limited to the following:
● Integrity, responsibility, innovation and decisiveness, aligning with the Company’s core values and possessing professional knowledge and skills conducive to the Company’s corporate operations and management.
● Industry experiences relevant to the Company’s business operation.
● The candidates’ addition shall help the Company maintain a Board that is effective, collaborative, diverse and aligned with the Company’s needs.
● At least 1 female director; the overall expertise of the Board shall include operational judgement, accounting and financial analysis, business management, crisis management, industry knowledge, international market insights, leadership, and decision-making capabilities.
Prior to any changes or additions to the Board seats, the Company will prioritize the evaluation of potential successors and conduct selection and nomination based on their professional background and potential contributions. The selection of directors shall take into account both the statutory qualifications and internal standards to ensure the timeliness and suitability of succession arrangements.
Furthermore, the Company has established the “Guidelines for the Performance Evaluation of the Board and Functional Committee”, which specify that periodic evaluation will be conducted on the following aspects: “understanding on the Company’s goal and missions”, “awareness of responsibilities”, “participation in operations”, “internal relationship management and communication”, “professional competencies and continuous training”, and “internal control”. These evaluations aim to ensure the operational effectiveness of the Board, assess the performance of each director and identify the potential succession risks. The evaluation results also serve as reference to future director nominations and succession planning.
At the same time, the Company continuously compiles training programs related to corporate governance topics—such as risk management, financial accounting, legal responsibilities, or corporate sustainability development—to strengthen the professional knowledge and skills of directors and enhance the overall effectiveness of the Board.
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, 2024 to December 31, 2024 | ˙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 2024 and reported the results to the Board of Directors at its first quarter meeting in 2025 for review and improvement. The Weighted average score for the overall performance of the Board of Directors is 4.77 out of 5. The weighted average score for the performance of the individual directors is 4.62 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 99%, the total achievement rate of the Audit Committee is 98%, and the total achievement rate of the Nominating Committee is 99%. The evaluation results are excellent.