Weikeng’s Board of Directors consists of five distinguished members with a great breadth of industry experience as business leaders. Weikeng relies on them for their diverse knowledge, personal perspectives, and solid business strategy judgment. Two of the five members are independent directors: Paradigm Venture Partners, L.L.C. Chairman, Mr. Edward Tsai and Keelung Harbor View Hotel President, Mr. Vincent Lin. The number of Independent Directors is 40% of the total number of Directors. Please consult Weikeng's Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Under the leadership of Chairman Douglas Hu, Weikeng’s Board of Directors takes a precise approach to its duties and is a dedicated, competent and independent Board.
The Board of Directors’ primary duty is to supervise the significant operational matters of the Company. The Board should supervise the Company’s: compliance with relevant laws and regulations; financial transparency; timely disclosure of material information, and maintaining of the highest integrity within the Company. Weikeng’s Board of Directors strives to perform these responsibilities through the Internal Audit department, the Supervisors and the Compensation Committee. When the Board of Directors found that the company had suffered significant risk or damage, should be reported to the Supervisors immediately.
The second duty of the Board of Directors is to resolve the general direction of business policy guidelines for the Company management team. Quarterly, Weikeng’s management reports to the Board on a variety of subjects. The management also reviews the Company’s business strategies with the Board, and updates Weikeng’s Board on the progress of those strategies, obtaining Board guidance as appropriate.
The third duty of the Board of Directors is to evaluate the management’s performance and to set a timely feedback mechanism to executive officers. Weikeng’s management has maintained a healthy and functional communication with the Board of Directors, has been devoted in executing guidance of the Board, and is dedicated in running the business operations, all to achieve the best interests for Weikeng shareholders.
The Company has elected independent directors, the following matters shall be submitted to the Board of Directors for approval by resolution unless approval has been obtained from the competent authority; when an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting:
- Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
- A matter bearing on the personal interest of a director or a supervisor.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or release of a certifying CPA, or the compensation given thereto.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Any other material matter so required by the competent authority.
Fiduciary Duty, Duty of Care and the Responsibility of Directors
Members of the Board of Directors shall conduct corporate affairs with loyalty and perform this duty of care as a good administrator. In conducting the affairs of the Company, they shall exercise their power with a high level of self-discipline and prudential attitude. Unless matters are otherwise reserved for approvals in Shareholders Meetings by law or in the articles of incorporation of the Company, they shall ensure that all matters be handled according to the resolutions of the Board of Directors.
Where resolutions of the Board of Directors involve business development of the Company and significant policy direction, the board of directors shall make careful consideration and may not affect the implementation and effectiveness of corporate governance.
Independent directors shall perform their duties in accordance with relevant laws, regulations and the Company’s articles of incorporation so as to protect the interest of the company and shareholders.
Membership of Board of Directors