Investor Relations
Corporate Governance
Board of Directors and Functional Committees
Feng Tay Group maintains good corporate governance with spirits of integrity and compliance, insistence on operational transparency, and respect for shareholder rights. The Board of Directors, whose composition is based on expertise and independence, oversees the overall business and corporate affairs. The Audit Committee, served by independent directors, is responsible for ensuring good corporate governance and monitoring financial reports, internal controls, legal compliance, and risk management. The Compensation Committee, in a professional and objective position, evaluates and provides advice on the policy of remuneration for Board members and the senior management team. The Internal Audit carries out its work independently and objectively to ensure that the internal control system is effectively implemented continuously.
Board of Directors
The Board of Directors monitors corporate long-term strategy, evaluates risks, appoints auditors, and determines the employment and remuneration of the management team. Composition of the Board of Directors has taken into consideration the company's operating style and development needs. An appropriate number of directors and diversity policy are drawn up accordingly, including basic qualifications, professional background and industry experience. It is expected that the Board of Directors as a whole will have capabilities in operations judgment, accounting and financial analysis, operations management, crisis management, industry knowledge, international marketing perspective, leadership and decision-making, in order to implement good corporate governance and to give strategic guidance.
The Board is currently composed of 13 directors, including 4 independent directors and 1 female director. Among them, nine directors have industry experiences (six directors have senior management experiences in footwear industry and the other three have senior management experiences in large-scale manufacturing industries), three directors have professional backgrounds in accounting, finance or business management, and one has a legal professional background. The Board composition has therefore met the diversity goal.
The Board meets at least once every quarter, one to two days at each meeting. The current Board directors are:
Chairman of the Board of Directors
Richard Chien-Hung Wang
Mr. Richard Chien-Hung Wang joined Feng Tay in 1994. He served as Mold Tech Department manager, director, chief director, vice general manager, etc., and served as group president from 2001 to 2018, and he has accumulated more than 20 years of large-scale enterprise management experience. He is currently the chairman of the Company.
Deputy Chairman of the Board of Directors
Kevin Chien-Rong Wang
Mr. Kevin Chien-Rong Wang joined Feng Tay in 1999 and has held various positions and has been the general manager of the Second Business Division from 2004 to 2020, leading the business development of casual footwear and sports equipment footwear, and he has accumulated more than 20 years of large-scale enterprise management experience. He is currently the vice chairman of the Company and chairman of the company's Vietnam subsidiaries
Director
Jeffrey Chao-Chi Chen
Mr. Jeffrey Chao-Chi Chen joined Feng Tay in 1993. He was in charge of the Department of Production, Techniques, Quality Control, SOTAP, etc. He had been promoted to the position of general manager of the First Business Division since 2001, and he was responsible for the footwear business of major customers, leading Feng Tay continuously to grow in the business of its major customers, and he has accumulated more than 20 years of large-scale enterprise management experience. Mr. Chen has served as president of the group since March 2018.
Director
Peter Dale Nickerson
Mr. Peter Dale Nickerson had held several governance and management positions within the group's subsidiaries since 1998, and he has joined the board of directors of Feng Tay since 2008. He is an American director who understands Chinese and is familiar with European and American social values. He was once the general manager for Nike (China), and he has accumulated over 35 years of large-scale enterprise management experience. He formerly as a director of Cascade Corporation (NYSE:CASC), a company listed on the New York Stock Exchange, as well as numerous for-profit and non-profit enterprises. Mr. Nickerson is currently a director or chairman of numerous overseas subsidiaries of the Feng Tay Group.
Director
Steve Zhen-Zu Chen
Mr. Steve Zhen-Zu Chen has joined the board of directors of Feng Tay since 2024. Mr. Chen holds a master's degree from the University of Illinois and is currently a director of several subsidiaries of the Feng Tay Group.
Director
Shih-Jung Chen
Mr. Shih-Jung Chen has joined the board of directors of Feng Tay as a supervisor since 1997 and has accumulated more than 20 years of experience. He is well-versed in the corporate development and risk management of Feng Tay and was elected as a director of the company since 2018. He had also been a supervisor of E&E Recycling Co., Ltd.
Director
Charlotte Wan-Wan Lin
Mrs. Charlotte Wan-Wan Lin has joined the board of directors of Feng Tay since 2024. Mrs. Lin holds a master's degree in accounting from the University of Illinois at Urbana-Champaign. She has accounting professional background and has more than 20 years of experience in KPMG accounting firm. She is currently also a director of several subsidiaries of the Feng Tay Group and an independent director of Giga Media Corp.
Director
Vincent Tsung-Ta Lu
Mr. Vincent Tsung-Ta Lu has joined the board of directors of Feng Tay since 2012, served as a director of the Company from 2012 to 2015, and served as a supervisor of the Company during 2015 to 2018. Mr. Lu has professional background in investment, he previously served as financial analyst of Goldman Sachs Securities (Asia) and manager of the Taiwan Branch of the Crimson Investment Advisory (Cayman) Co., Ltd. He is also currently as a director or supervisor of Feng Tay's subsidiaries, a director of Shing Ho Venture Capital Co., Ltd. and a supervisor of Shan Yuan Co., Ltd.
Director
Michael Yi-Hua Chung
Mr. Michael Yi-Hua Chung has joined the board of directors of Feng Tay since 2018. He has many years of experience in large-scale enterprise management, he had worked for Taiwan-listed company Hon Hai Precision Industry Co., Ltd. ("Hon Hai") and served as the general manager of the iDPGB business group of Hon Hai from 2005 to 2013, responsible for the iPhone and iPod business. And He served as chief executive officer of F-TPK Holding Co., Ltd. from 2014 to 2017. Mr. Chung is also currently the chairman of AcSip Technology Corp. and a director of KHL Venture Capital Co., Ltd., Savitech Cop., and Lorom Industrial Co., Ltd., and an independent director of LuxNet Corp. and Usiglobal Corp
Independent Director
Teresa Cui-Hui Xiao
Mrs. Teresa Cui-Hui Xiao has joined the board of directors of Feng Tay as an independent director since 2024. Mrs. has professional background in accounting, she holds a master's degree in accounting from Soochow University. She has over 20 years of experience in Ernst & Young accounting firm.
Independent Director
Michael Yu-Sheng Lu
Mr. Michael Yu-Sheng Lu had been a supervisor of Feng Tay Company from 2006 to 2015. Since 2018 he has elected as an independent director of the company. Mr. Lu has professional background in accounting, he has a master's degree in accounting from Soochow University and more than 20 years of experience in accounting firms. He is currently also the director of FORMOSA Certified Public Accountant and a supervisor of Core Union Chemical Co., Ltd.
Independent Director
Lawrence Chung-Yi Lin
Mr. Lawrence Chung-Yi Lin served as a director of the Company from 2012 to 2015. Since 2018, he has elected as an independent director of the company. Mr. Lin has professional background in legal, he holds a master of Laws degree from Georgetown University in the United States and more than 20 years of experience in law firms and is currently the head of Chuang Yue Attorneys at Law
Independent Director
Scott Hsueh-Cheng Li
Mr. Scott Hsueh-Cheng Li has joined the board of directors of Feng Tay as an independent director since 2018. Prior to that, Mr. Li joined Arthur Andersen Certified Public Accountants in 1987 and became a partner of AA Taiwan in 1999 and a partner of Andersen Worldwide (AA is its member firm) in 2001. And he served as the general manager of Deloitte & Touche management consulting company from 2003 to 2015. Mr. Li has professional background in accounting and management consulting, and specializes in corporate strategy, performance management, enterprise process optimization and cost management systems, and corporate governance and corporate overall risk management.
Audit Committee
Feng Tay established Audit Committee in 2018. Its duties are to supervise the quality and integrity of the company's financial reports. It regularly reviews, with the CPA, the main accounting components of each quarterly financial statement to ensure reasonableness and adequacy of the financial statements. Composed of four members, which are served by all independent directors (one of them serving as chairman), the committee meets at least twice a year. Please refer to the company's website for the organizational regulations of Audit Committee.
Compensation Committee
Feng Tay established Compensation Committee in 2012. The committee is responsible for "formulating and regularly reviewing the policy, system, standard and structure of performance evaluation and compensation for Board members and the senior management team," as well as "assessing and setting the compensation for Board members and the senior management team on a regular basis” in due diligence. Composed of four members (one of them serving as chairman) appointed by the Board, the committee meets at least twice a year.
Committee Meetings in 2023
Three committee meetings were held in 2023 with an attendance rate of 100% (including video link attendance).
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Date and session： The 6th meeting of the 5th session March 13, 20231.Allocation of remuneration for employees and the company's directors and supervisors in 2022. 2.Adjustments to annual bonus policy. 3.Proposal of performance bonus in 2023.Resolution： The proposals were unanimously adopted by all committee members.The company’s responses to the opinion of remuneration committee： The proposals were unanimously adopted by all attendees at the Board of Directors meeting.
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Date and session： The 7th meeting of the 5th session May 8, 2023Content of motion： Remuneration of the company's directors, chairman, vice chairman, general managers and deputy general managersResolution： The proposals were unanimously adopted by all committee members.The company’s responses to the opinion of remuneration committee： The proposals were unanimously adopted by all attendees at the Board of Directors meeting.
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Date and session： The 8th meeting of the 5th session November 9, 2023
Proposal for 2024 performance bonus.Resolution： The proposals were unanimously adopted by all committee members.The company’s responses to the opinion of remuneration committee： The proposals were unanimously adopted by all attendees at the Board of Directors meeting.
Auditing
Internal Audit is an independent unit subordinate to the Board of Directors. Feng Tay's Audit Director, Audit Specialist at the Headquarters, and auditors in the Board office of each subsidiary company are in charge of internal auditing. The auditors carry out their work in an independent and objective manner with integrity. Any significant findings on the company's internal control management are reported to the Audit Committee and Board meetings. Internal auditing is conducted at the Headquarters as well as in all subsidiary companies according to auditing plans approved by the Board. The auditors are required to immediately report any deficiencies and anomalies to Audit Committee, who will urge the management team to respond properly at the earliest possible time. These requirements have the objective of continuously improving the effectiveness of internal controls and are used as the basis for making necessary changes to the system and regulations.