Board Member Diversity
Responsibilities and Composition of TCC's Board of Directors
The Board of Directors is responsible for guiding corporate strategy, overseeing management, and remaining accountable to TCC and its shareholders. The operations and arrangements of TCC's corporate governance system ensure that the Board exercises its powers in accordance with applicable laws, TCC's Articles of Incorporation, and resolutions passed at shareholders' meetings. TCC has established a Nomination Committee and adopts a Candidate Nomination System, under which all director candidates are nominated and reviewed for qualification by the Committee. Once approved by the Board, candidates are submitted to the shareholders' meeting for election. Under TCC's Principles of Corporate Governance, the composition of the Board must reflect diversity. Beyond the knowledge and skills required for their duties, directors are expected to bring varied professional backgrounds, experience, areas of expertise, and industry literacy. As of December 2025, the average tenure of Board members is 10.4 years.
TCC's 25th Board of Directors consists of 15 directors, including 5 independent directors, who account for one third of the Board. Several directors also serve as chairmen or directors of other listed companies. Their extensive knowledge, personal insight, and business judgment provide the leadership and decision-making capability that TCC relies on. TCC also emphasizes gender equality in Board composition, with 5 female directors representing 33% of its members. By age, 1 director is between 31 and 50 years old, and 14 directors are over 51.
Succession Plan for TCC's Board Members
TCC currently has 15 directors, including 5 independent directors. The Articles of Incorporation stipulate that all directors are elected through the Candidate Nomination System. The Principles of Corporate Governance, the Nomination Committee Charter, and the Procedures for Election of Directors all require the Board to be composed with diversity in mind, drawing on leading professionals across industries and specialists across disciplines in light of TCC's own operations, business model, and development needs. The structure of the Board and the professional backgrounds of its members will continue along these lines. On succession, the Chairman is expected to demonstrate substantial expertise and foresight in management, major decision-making, and corporate governance, and to lead TCC toward internationalization and diversified operations.
To strengthen Board effectiveness, TCC has set diversification criteria based on its operations, business model, and development needs. These criteria include, but are not limited to, the following three areas, which form the basis of the candidate pool:
A. Basic requirements and values: gender, age, nationality, and cultural background.
B. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), specialized skills, and industry experience.
C. ESG and environmental management capability is incorporated as a consideration in Board nominations, and TCC ensures that at least one Board member holds professional expertise in environmental issues. The Corporate Sustainable Development Committee reports on environmental matters to Board members and gathers their input on a regular basis, and TCC maintains regular exchanges with external stakeholders and experts on environmental issues. In line with regulatory requirements, TCC provides directors with periodic training across a range of subjects; environmental topics covered include, but are not limited to, climate change, water resources, and biodiversity.
D. Each new member is expected to contribute to a Board that is effective, collaborative, diverse, and suited to TCC's needs. TCC has set a target of at least 1 female director, and requires the Board's collective expertise to cover corporate strategy, accounting and taxation, finance, law, administrative management, and production management. The screening process for the director candidate list must meet all qualification reviews and relevant requirements, so that suitable new directors can be identified and elected effectively whenever a seat becomes vacant or additional seats are planned.
Capabilities Possessed by TCC's Board of Directors
Directors are required to have the knowledge, capabilities, and literacy necessary to serve on the Board. To achieve TCC's corporate governance objectives, the Board as a whole should possess the following capabilities:
Business judgment
Accounting and financial analysis
Operational management, including the management of subsidiaries
Crisis management
Industry knowledge
Global market perspective
Leadership
Decision-making
Risk management knowledge and capability
ESG and environmental management capability
The 25th Board of Directors prioritizes diversity and is composed of distinguished professionals from industry and academia. Their industry experience spans energy, environmental protection, cement, mergers and acquisitions and investment, and information technology. The Board also brings professional capabilities in operational management, international markets, risk management, accounting and financial analysis, law, and ESG. TCC continues to arrange a diverse range of advanced courses for Board members to improve the quality of their decisions, strengthen their supervisory role, and enhance the effectiveness of the Board.
Extensive industry knowledge and management experience: Directors Nelson An-ping Chang, Yu-Cheng Chiao, Por-Yuan Wang, Kung-Yi Koo, Kang-Lung (Jason) Chang, Chien Wen, Liz Wang, and Independent Director Man-Jung Chan
Financial expertise: Directors Roman Cheng, Kenneth C.M. Lo, and Eric Chen Sun Te
Financial accounting experience: Independent Directors Victor Wang and Lynette Ling-Tai Chou
Legal expertise: Independent Director Sherry S.L. Lin
Information technology expertise: Independent Director Ruu Tian Chang
Specific Management Objectives
Directors receive reports from the management team at Board meetings, provide guidance and recommendations, and maintain effective communication with management in order to maximize value for shareholders. TCC also emphasizes gender equality in the composition of the Board. Five female directors currently serve on the Board, and TCC has set a target for female directors to hold at least 33% of all director seats.
Board Meetings
From May 21, 2024 to December 31, 2025, TCC's Board of Directors held 19 meetings, with a director attendance rate of 90%.
Independence
TCC's current Board consists of 15 members, of whom 5 are independent directors, accounting for 33% of the total. As of December 2025, all independent directors comply with the regulations issued by the Securities and Futures Bureau of the Financial Supervisory Commission. No circumstances specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act exist among the directors or independent directors, confirming the independence of TCC's Board.
Directors receive reports from the management team at Board meetings, provide guidance and recommendations, and maintain effective communication with management in order to maximize value for shareholders.
Chairman
| Company Name | Representative Name | Date of Election (Appointment) | Average Term of Corporate Directors (Including Current Term) | Average Tenure of Corporate Directors | Nationality | Gender | Age Distribution | Industry Experience | Professional Capabilities | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31-50 years old | 51-70 years old | 71 years old and above | Energy | Environmental Protection | Cement | Mergers and Acquisitions, Investment | Information Technology | Business Management | International Market | Risk Management | Accounting and Financial Analysis | Law | ESG | |||||||
| Chia Hsin R.M.C. Corporation | Nelson An-ping Chang | 2024/5/21 | 2+1 | 7.5 | Taiwan | Male | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ |
Directors
| Company Name | Representative Name | Date of Election (Appointment) | Average Term of Corporate Directors (Including Current Term) | Average Tenure of Corporate Directors | Nationality | Gender | Age Distribution | Industry Experience | Professional Capabilities | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31-50 years old | 51-70 years old | 71 years old and above | Energy | Environmental Protection | Cement | Mergers and Acquisitions, Investment | Information Technology | Business Management | International Market | Risk Management | Accounting and Financial Analysis | Law | ESG | |||||||
| Tai Ho Farming Co., Ltd. | Roman CHENG | 2024/5/21 | 2+1 | 7.5 | Taiwan | Male | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| International CSRC Investment Holdings Co., Ltd. | Kenneth C.M. LO | 7+1 | 23.5 | Male | - | - | ✓ | - | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| Hsing Cheng Investment Co., Ltd. | Yu-Cheng Chiao | 1 | 1.6 | Male | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| C.F. Koo Foundation | Eric CHEN Sun Te | 2+1 | 9.5 | Male | - | ✓ | - | - | - | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| Chia Hsin Cement Corporation | Kang-Lung (Jason) CHANG | 3+1 | 13.5 | Male | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| Heng Qiang Investment Co., Ltd. | Por-Yuan WANG | 7+1 | 22.5 | Male | - | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| CS Development & Investment Co. | Kung-Yi KOO | 1 | 7.5 | Male | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| Fu Pin Investment Co., Ltd. | Chien WEN | 7+1 | 22.5 | Male | - | - | ✓ | - | ✓ | ✓ | ✓ | - | ✓ | - | - | ✓ | - | ✓ | ||
| Chia Hsin Cement Corporation | Liz WANG | 3+1 | 13.5 | Female | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
Independent Directors
| Members | Date of Election (Appointment) | Average Term of Corporate Directors (Including Current Term) | Nationality | Gender | Average Tenure of Independent Directors | Age Distribution | Industry Experience | Professional Capabilities | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 3 years | 3-9 years | More than 9 years | 31-50 years old | 51-70 years ols | 71 years old and above | Energy | Environmental Protection | Cement | Mergers and Acquisitions, Investment | Information Technology | Business Management | International Market | Risk Management | Accounting and Financial Analysis | Law | ESG | |||||
| Victor WANG | 2024/5/21 | 12.5 | Taiwan | Male | - | - | ✓ | - | - | ✓ | - | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| Lynette Ling-Tai CHOU | 7.5 | Female | - | ✓ | - | - | ✓ | - | - | ✓ | ✓ | ✓ | - | ✓ | ✓ | ✓ | ✓ | - | ✓ | ||
| Sherry S. L. LIN | 4.4 | Female | - | ✓ | - | - | - | ✓ | - | - | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Ruu-Tian CHANG | 1.6 | Female | ✓ | - | - | - | - | ✓ | - | - | - | - | ✓ | ✓ | ✓ | - | - | - | ✓ | ||
Man-Jung CHAN | 2025/5/27 | 0.6 | Female | ✓ | - | - | - | ✓ | - | - | - | - | - | - | ✓ | ✓ | ✓ | - | ✓ | - | |
Director Attendance
The 25th Board of Directors held 19 meetings (A) from May 21, 2024 to December 31, 2025. The attendance of directors is as follows:
| Title | Name (or Name of Representative) | Name of Legal Entity Represented | Actual Attendance (B) | Number of Required Attendance (A) | Number of Delegated Attendance | Actual Attendance % (B/A) | Remarks |
|---|---|---|---|---|---|---|---|
| Legal Representative of the Chairman | Nelson An-ping Chang | CHIA HSIN READY-MIXED CONCRETE CORPORATION | 18 | 19 | 1 | 95% | |
| Roman CHENG | Tai Ho Farming Co., Ltd. | 19 | 19 | 0 | 100% | ||
| Kenneth C.M. LO | International CSRC Investment Holdings Co., Ltd. | 14 | 19 | 5 | 74% | ||
| Yu-Cheng Chiao | Hsing Cheng Investment Co., Ltd. | 15 | 19 | 4 | 79% | ||
| Eric CHEN Sun Te | C.F. Koo Foundation | 16 | 19 | 3 | 84% | ||
| Kang-Lung (Jason) CHANG | Chia Hsin Cement Corporation | 16 | 19 | 3 | 84% | ||
| Por-Yuan WANG | Heng Qiang Investment Co., Ltd. | 15 | 19 | 4 | 79% | ||
| Kung-Yi KOO | CS Development & Investment Co. | 17 | 19 | 2 | 89% | ||
| Chien WEN | Fu Pin Investment Co., Ltd. | 17 | 19 | 2 | 89% | ||
| Liz WANG | Chia Hsin Cement Corporation | 19 | 19 | 0 | 100% | ||
| Independent Directors | Victor WANG | - | 18 | 19 | 1 | 95% | |
| Lynette Ling-Tai CHOU | - | 18 | 19 | 1 | 95% | ||
| Sherry S. L. LIN | - | 19 | 19 | 0 | 100% | ||
| Ruu-Tian CHANG | - | 17 | 19 | 2 | 89% | ||
| Man-Jung CHAN | - | 7 | 7 | 0 | 100% |
Important Resolutions of the Board of Directors
Important Resolutions of the Board of Directors for the 24th Term from July 5, 2021, to December 31, 2023
Important Resolutions of the 24th and 25th Terms in 2024
Term of the 25th Board of Directors: From May 21, 2024, to May 20, 2027
| Meeting Date | Meeting Highlights | Meeting Results |
|---|---|---|
| March 12, 2025 | Proposal for the 2024 Business Report of the Company. | This proposal has been approved by the 9th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. |
| Proposal for the Company's individual and consolidated financial statements for the year 2024. | This proposal has been approved by the 9th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal for the periodic evaluation of the professionalism, competence, and independence of the CPA. | This proposal has been approved by the 9th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal to increase the endorsement guarantee amount to EUR 600 million for the issuance of green bonds and/or green syndicated loans by TCC Dutch Holdings B.V., a wholly-owned subsidiary in the Netherlands. | This proposal has been approved by the 9th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| The proposal for the distribution of employee and director compensation for the year 2024. | Proceedings: For Proposal 10 and Proposal 11, all attending directors and managers, except for the independent directors, shall leave the meeting and abstain from discussion For this proposal, all attending directors and managers, except for the independent directors, recused themselves from the meeting. The meeting was chaired by Independent Director Victor Wang. This case was approved by the 5th meeting of the 6th Remuneration Committee and submitted to the Board of Directors for review. It was passed without objection by all independent directors after being reviewed by the chairman. | |
| The proposal to amend certain provisions of the company's Articles of Incorporation is respectfully submitted for review. | This proposal has been approved by the 5th meeting of the 6th Remuneration Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposed to include the 'Election of 1 Independent Director' in the agenda of the 2025 Annual General Meeting of Shareholders | The proposal was passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal to supplement the method of convening the 2025 Annual General Shareholders' Meeting and to add items to the agenda. | The proposal was passed without objection by all attending directors upon inquiry by the chairman. | |
| April 8, 2025 | Proposal to Supplement the Agenda of the 2025 Annual General Shareholders' Meeting. | The proposal was passed without objection by all attending directors upon inquiry by the chairman. |
| May 13, 2025 | Proposal for the Consolidated Financial Report of the First Quarter of 2025. | This proposal has been approved by the 11th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. |
| Proposal for a Joint Redevelopment Project with the Employees’ Welfare Committee of Taiwan Cement Corporation (a corporate foundation) for the Reconstruction of the 'TCC Dormitory' Due to Building Deterioration, Aimed at Ensuring Safety, Enhancing Asset Value, and Implementing the Group’s Sustainability Strategy. | This proposal has been approved by the 11th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal to Lease the Nanzih Plant from Fong Sheng Enterprise Co., Ltd. to Maintain Stable Profitability Following the Expiration of the Current Nanzih Branch Lease. | This proposal has been approved by the 11th meeting of the 4th Audit Committee and has been passed without objection by all attending directors upon inquiry by the chairman. | |
| June 4, 2025 | Proposal to Sell Land Parcels No. 16 and No. 127 in the TCC Section of the Commercial District in Zhudong Township, Hsinchu County, to Accelerate Asset Revitalization and Improve Capital Utilization Efficiency. | This proposal has been approved by the 12th Interim Audit Committee of the 4th Session and approved by all directors present without objection after consultation with the Chairman. |
| Proposal to Appoint Independent Director Man-Jung CHAN as a Member of the Remuneration Committee. | The proposal was passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal to Appoint Independent Director Man-Jung CHAN as a Member of the Risk Management Committee. | The proposal was passed without objection by all attending directors upon inquiry by the chairman. | |
| Proposal to Appoint Independent Director Man-Jung CHAN as a Member of the Nomination Committee. | The proposal was passed without objection by all attending directors upon inquiry by the chairman. | |
June 30, 2025 | Proposal for the Company to Implement the Sixth Treasury Stock Transfer to Employees. | This proposal has been approved by the 13th Interim Audit Committee of the 4th Session and was approved by all directors present without objection after consultation with the Chairman. |
| The Company proposes to implement the seventh treasury stock repurchase plan to maintain corporate credit and protect shareholders' interests. | This proposal has been approved by the 13th Interim Audit Committee of the 4th Session and was approved by all directors present without objection after consultation with the Chairman. | |
August 13, 2025 | Proposal Regarding the Disclosure of Subsequent Events in the Company's Consolidated Financial Statements and Notes for the Second Quarter of 2025, Pertaining to the Financial Impact of the Fire Loss Incurred by the Subsidiary, Molie Quantum Energy Corporation. | This proposal has been approved by the 14th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. |
| Proposal for the Transfer by the Subsidiary, TCC Green Energy Corporation, of 351,200,000 Shares of Common Stock of TCC Lien-Hsin Green Energy Corporation Ltd. to the Subsidiary, TCC Energy Storage Technology Corporation. | This proposal has been approved by the 14th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. | |
November 12, 2025 | Proposal for the Consolidated Financial Report of the Third Quarter of 2025. | This proposal has been approved by the 16th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. |
| Proposal for the issuance of unsecured corporate bonds in an amount not exceeding NT$20 billion. | This proposal has been approved by the 16th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. | |
| Proposal for a capital increase in the subsidiary, NHOA.TCC Technology Limited, to improve its financial structure. | This proposal has been approved by the 16th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. | |
December 4, 2025 | 2025 Update and Remuneration Plan for the T-P Investment Oliver 2 Project. | This proposal has been approved by the 17th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. |
| Proposal for the capacity replacement and related asset disposal of the Company’s mainland China invested cement subsidiaries in accordance with regulations. | This proposal has been approved by the 17th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. | |
| Proposal for a capital increase of NT$2.7 billion in the subsidiary, TCC Recycle Resources Co., Ltd. | This proposal has been approved by the 17th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. | |
December 18, 2025 | Proposal for the Nanzih Branch to lease the Nanzih Plant owned by Fong Sheng Industrial Co., Ltd. (hereinafter referred to as "Fong Sheng") to ensure continuous service for customers in Kaohsiung. | This proposal has been approved by the 18th meeting of the 4th Audit Committee and was approved by all directors present without objection after consultation with the Chairman. |
Important Resolutions of the 24th and 25th Terms in 2024
Term of the 24th Board of Directors: From July 5, 2021, to May 21, 2024
Term of the 25th Board of Directors: From May 21, 2024, to May 20, 2027
| Meeting Date | Meeting Highlights | Meeting Results |
|---|---|---|
| February 27, 2024 | TCC's 2023 individual and consolidated financial statements are hereby submitted for review. | This case was approved by the 3rd term 30th Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. |
| TCC's proposal regarding the convening of 2024 Annual General Shareholders' Meeting is hereby submitted for review. | The Chairperson consulted all attending directors, and the proposal was adopted without objection. | |
| TCC's 2023 individual and consolidated financial statements are hereby submitted for review. | This case was approved by the 3rd term 31st Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. | |
| March 20, 2024 | TCC's proposal to organize the long-term capital fundraising is hereby sunmitted for review. | This case was approved by the 3rd term 31st Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. |
| Proposal regarding the supplementary matters related to the meeting method and additional convening reasons for the 2024 Annual General Shareholders' Meeting is hereby submitted for review. | The Chairperson consulted all attending directors, and the proposal was adopted without objection. | |
| May 14, 2024 | TCC's consolidated financial statements for the first quarter of 2024 is hereby submitted for review. | This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. |
| Proposal for subsidiary, TCC Green Energy Corporation, to lease land in Changbin from TCC Resource Recycling Corporation. | This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. | |
| In response to the group policy and to expand renewable energy installation capacity, the subsidiary TCC Green Energy Corporation proposed to invest in a fishery-solar power plant in Yong'an, Kaohsiung. The proposal is hereby submitted for review. | This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. | |
| May 21, 2024 | Election of the Chairman. | All attending directors unanimously elected Nelson An-ping Chang, the representative of Chia Lee Industries Co., Ltd., as the Chairman. |
| May 28, 2024 | Proposal to appoint members of TCC's 6th Remuneration Committee is hereby submitted for review. | The Chairperson consulted all attending directors, and the proposal was adopted without objection. |
| Proposal to appoint members of TCC's 2nd Corporate Sustainable Development Committee is hereby submitted for review. | The Chairperson consulted all attending directors, and the proposal was adopted without objection. | |
| Proposal to nominate members of TCC's 2nd Nomination Committee is hereby submitted for review. | The Chairperson consulted all attending directors, and the proposal was adopted without objection. | |
| June 12, 2024 | TCC proposes to make a public tender offer for the shares of NHOA S.A. in accordance with relevant French securities and exchange laws to delist it as required by law. The proposal is hereby submitted for review. | Discussion process: Director Roman CHENG recused himself from this case due to conflict of interest. Director Roman CHENG, who serves as the CSEO appointed by TCC to NHOA S.A., did not participate in the discussion and voting and left the meeting due to conflict of interest. This case was approved by the 2nd extraordinary meeting of the 4th Audit Committee, and after thorough discussion among directors and the management team at the Board meeting, and was passed without objection by all attending directors after being consulted by the Chairperson. |