Company Name	Taiwan Speciality Chemicals Corporation	Chairman	Hsiu-Lan Hsu
Stock Name	TSC	Principal Office	No.1, Zhangbin W. 3rd Rd., Xianxi Township,Changhua County 507, Taiwan (R.O.C)
Stock Code	4772	Stock Transfer Agent	Stock Agency Department of Yuanta Securities Co., Ltd
Market Type	TPEx-Listed	Auditors	KPMG
Industry Type	Chemical	Tel	+886-4-7911072
Principal Activities	Sale and produce of Precision Chemical materials	Fax	+886-4-7911029
Date of Establishment	2013/03/27	Email	IR@tscs.com.tw
Date of Listing	2024/09/20	Website	https://www.tscs.com.tw/
Capital	NT$1,476,815,520

Diversity Policy for the Board Members

The composition of the board of directors has taken diversity, in addition to the fact that directors who are also managers should not exceed one-third of the number of directors, into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include the following two general standards:

1.Basic requirements and values: Gender, age, nationality, and culture

2.Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1.Ability to make operational judgment

2.Ability to perform accounting and financial analysis

3.Ability to conduct management administration

4.Ability to conduct crisis management

5.Knowledge of the industry

6.An international market perspective

7.Ability to lead

8.Ability to make policy decisions

 

POSITION	NAME	WORK EXPERIENCE
Chairperson	Sino-American Silicon Products Inc. Representative︰Hsiu-lan Hsu	Chairperson and CEO of Sino-American Silicon Products Inc. Chairperson and CEO of GlobalWafers Co., Ltd. Representative of legal director of Actron Technology Corporation Director of Crystalwise Technology Representative of legal director of Advanced Wireless Semiconductor Company
Vice chairperson	Sino-American Silicon Products Inc. Representative︰Cheng-Chien Chen	President of Sino-American Silicon Products Inc.
Director	Sino-American Silicon Products Inc. Representative︰Hsiu-Ling Hsu	Chief of the Accounting Department of Sino-American Silicon Products Inc.
Director	Hsin-Ming Kao	Chairperson and CEO of Marketech International Corp. Manager of Electronics Research & Service Organization, Industrial Technology Research Institute (ITRI)
Director	Hsin-Jung Chen	President of Shiehyi International Co., Ltd.
Independent Director	Chung-Xian Liu	Chairperson of Ruentex Development Co.,Ltd.
Independent Director	Ru-Sheng Hong	Full-time Professor, Department of Chemical Engineering, National Taiwan University of Science and Technology
Independent Director	Ding-Kuo Chen	Charity Chairperson of the Chinese Academy of Business

Audit Committee

The Audit Committee helps to supervise the following items:

1. Appropriate description of the financial report of the company

2. New appointment, conge, qualification, independence and credit of CPA

3. Effective implementation of the internal control

4. Abidance of relevant laws and regulations

5. Existing and potential risks management

 

Committee list

Chung-Xian Liu   Chairman

Ru-Sheng Hong   Member

Ding-Kuo Chen   Member

 

Remuneration Committee​

The Remuneration Committee helps the Board to execute and evaluate overall remuneration and welfare policies, as well as remunerations of directors and managers.

Three independent directors constitute Remuneration Committee and convene at least two meetings a year.

 

Committee list

Chung-Xian Liu   Chairman

Ru-Sheng Hong   Member

Ding-Kuo Chen   Member

 

Nomination and Sustainable Development Committee

With authorization from the board of directors (below, “the board”), the Nomination and Sustainable Development Committee shall consist of at least three directors elected by the board, which more than half of whom shall be independent directors, and exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion:

1. Finding, evaluating and nominating candidates for directors and senior executives based on standards of independence and a diversified background covering the expertise, skills, experience, gender, etc.

2. Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee and each director as well as the independence of the independent directors.

3. Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives.

4. To oversee the Company’s implementation of coporate social responsibility and its corporate sustainability development strategies, including the planning and execution of ESG initiatives.

5. Executing other resolutions that the board assigns.

 

Committee list

POSITION	NAME	Corporate Sustainability Expertise and Capabilities
Chairperson	Hsiu-lan Hsu	● Experience in the semiconductor industry ● Engineering, technology, and organizational leadership ● Corporate sustainability (renewable energy management, sustainable development, and business management)
Member	Cheng-Chien Chen	● Financial accounting and strategic management ● Business Management and Organizational Leadership ● Corporate sustainability (renewable energy management, risk management, financial and securities regulatory compliance)
Member	Chung-Xian Liu	● Financial accounting and strategic management ● Corporate sustainability (sustainable development, and business management)
Member	Ru-Sheng Hong	● Chemical Process and R&D Experience ● Corporate sustainability (renewable energy management)
Member	Ding-Kuo Chen	● Organizational Leadership and Decision-Making Skills ● Corporate sustainability (sustainable development, and business management)

Documents	Download
Articles of Incorporation	⇲
Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises (Chinese version)	⇲
Corporate Governance Best-Practice Principles (Chinese version)	⇲
Risk Management Policies and Procedures (Chinese version)	⇲
Procedures for Handling Material Inside Information (Chinese version)	⇲
Guidelines for Insider Trading Prevention (Chinese version)	⇲
Sustainable Development Best Practice Principles (Chinese version)	⇲
Guidelines for Endorsement and Guarantee	⇲
Procedures for Election of Directors	⇲
Procedures for Loaning of Funds	⇲
Procedures for Acquisition or Disposal of Assets	⇲
Rules of Procedure for Shareholders' Meetings	⇲
Information Security Management Policy (Chinese version)	⇲
Corporation Sustainable Development Charter (Chinese version)	⇲
Personal Data Protection Management Measures (Chinese version)	⇲

TSC follows Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, by which to

• protect shareholders’ rights and interests
• strengthen the powers of the board of directors
• fulfill the function of audit committee
• respect stakeholders’ rights and interests
• enhance information transparency

Based on Regulations for the Establishment of Internal Control Systems by Public Companies, TSC takes into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and review it at all times, in order to keep up with the dynamics of environment inside and outside the company and ensure that the design and enforcement of the system remain effective. The board of directors and management review the self-inspection results of each department and the report of the internal audit department unit every year. Members of the audit committee shall also pay attention to and exercise oversight of this matter. TSC executives pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis and can assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.

Chief Corporate Governance Officer

TSC’Director of Finance and Accounting Department(who has more than three years of experience in finance, stock affairs and deliberations of the public company) is assigned to be the Chief Corporate Governance Officer, and shall be responsible for leading and supervising the President’s Office in the handling of corporate governance-related matters and providing support to directors, and the terms of reference include:

1. Handling matters related to meetings of the Board of Directors and shareholders’ meetings in accordance with the law.

2. Producing minutes of the board of directors and shareholders’ meetings.

3. Providing the information required by the directors to carry out their business.

4. To assist directors in complying with the ordinance.

5. To report to the board of directors the results of its inspection on whether the qualifications of independent directors comply with relevant laws and regulations at the time of nomination, election and term of office.

6. Other matters as stipulated in the Articles of Incorporation of the company.

 

Status of Continue Education Implementation by Chief Corporate Governance Officer

Title	Download
Status of Continue Education Implementation by Chief Corporate Governance Officer-2025	⇲
Status of Continue Education Implementation by Chief Corporate Governance Officer-2024	⇲

 

Ethical Corporate Management Best Practice Principles : Status of Ethical Corporate Management Implementation

Title	Download
Status of Ethical Corporate Management Implementation​-2025	⇲
Status of Ethical Corporate Management Implementation​-2024	⇲

 

Thank you for downloading our Sustainability Report

Title	Download
2024 Sustainability Report	⇲

 

Title	Download
Status of Promotion of Sustainable Development-2025	⇲
Status of Promotion of Sustainable Development-2024	⇲

 

Statues of Other Corporate Governance Implementation

Title	Download
Succession Planning for Board Members and Important Management (Chinese Version)	⇲
Implementation of Intellectual Property Management (Chinese Version)	⇲
Human Rights Policy(Chinese Version)	⇲
Implementation of Insider Trading Prevention (Chinese Version)	⇲

The Purpose of Internal Audit

The purpose of Internal Audit is to assist the Board of Directors and top management to enhance the effectiveness and efficiency of the company’s operations, to assure the company’s profit, performance, and property, to compliance with applicable laws and regulations, by providing timely suggestions to assure the effective execution of internal control system.

Internal Audit Organization

The Company has set up an internal audit unit affiliated to the board of directors and is dedicated to the internal audit work. In accordance with the company's scale, business conditions, management needs and other relevant laws and regulations, a suitable number of full time internal auditors to which he belongs are assigned. The appointment and removal of the head of internal audit must be approved by the audit committee and a resolution of the board of directors must be submitted. The qualifications of the internal auditors meet the statutory qualification requirements, and the continuous training reaches the prescribed hours.

Internal Audit Implementation

The internal auditors uphold the spirit of detachment and independence, perform their duties in an objective and impartial position, and do their due professional attention. The audit supervisor reports the audit business to the audit committee on a regular basis and attends the report of the board of directors. The company's internal audit business is based on the results of the risk assessment to prepare an annual audit plan, clearly specifying the audit items, time, procedures and methods. Auditors conduct regular and project audits on a regular or irregular basis. The audit results are attached to work papers and related materials to prepare audit reports for review to ensure that the company's internal control system can be continuously and effectively implemented. Supervise all units within the company to periodically evaluate the effectiveness of the internal control system on a regular basis each year. The self-assessment supervisors of each unit conduct internal control system design and execution effectiveness evaluation based on the internal control risk . The findings of the lack of internal control and improvement of abnormal events are used as the main basis for the board of directors and the general manager to evaluate the effectiveness of the overall internal control system and issue a statement of the internal control system. The internal auditors discovered the internal control system's findings and internal audit system declarations, self-assessment and accountant's ad hoc review of the internal control system's deficiencies and anomalies, which were actually disclosed in the audit report and reported in the report Afterwards, follow-up reports are made quarterly to ensure that relevant units have taken appropriate improvement measures in a timely manner. After the audit report and follow-up report are reviewed, they should be submitted to the audit committee for review before the end of the month following the completion of the audit project. If an internal auditor finds major violations or the company is at risk of major damage, he immediately makes a report and reports, and notifies the board of directors and the audit committee.