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 being accountable to TCC and its shareholders. The various operations and arrangements of its corporate governance system should ensure that the Board exercises its powers in accordance with applicable laws, TCC's Articles of Incorporation, and resolutions passed at the shareholders' meetings. TCC has established a Nomination Committee and adopts a Candidate Nomination System, whereby all director candidates are nominated and their qualifications are reviewed by the Committee. Upon approval by the Board, the candidates are then submitted to the shareholders' meeting for election. 
 

According to TCC's Principles of Corporate Governance, the composition of the Board of Directors should reflect diversity. In addition to possessing the knowledge and skills necessary for their duties, directors are expected to have varied professional backgrounds, experiences, areas of expertise, and industry literacy. As of December 2024, the average tenure of the Board members is 8.6 years. 
 

TCC's 25th Board of Directors consists of 15 directors, including 5 independent directors (one independent director resigned on October 9, 2024, due to personal reasons. A by-election will be held at the 2025 Annual Shareholders' Meeting to fill the vacancy). Independent directors make up one third of the Board. Several among them also serve as chairmen or directors of other listed companies. Their extensive knowledge, personal insight, and business operation judgment provide strong leadership and decision-making capabilities, which TCC greatly values. 


In addition, TCC emphasizes gender equality in the composition of the Board, with 5 female directors accounting for 33% of its members. In terms of age distribution, 1 director is between 31-50 years old, while 14 directors are over 51 years old.

 

Board of Directors Memeber Selection Plan

 

To strengthen board effectiveness, the diversification requirements based on the Company’s operations, business model and future development have been set which include but not limited to the following two aspects when creating a pool of candidates for selection:

A. Basic requirements and values: gender, age, nationality and cultural backgrounds…etc.
B. Expertise in knowledge and techniques: professional backgrounds (such as legal, accounting, industry, finance, marketing and technology…etc), expertise techniques and industrial experiences…etc.
C. ESG and environmental management capability shall be incorporated as a key consideration factor in the nomination process for the Board of Directors. Furthermore, the Company shall ensure that at least one Board member possesses professional expertise in environmental issues. Regular arrangements are made for the Corporate Sustainable Development Committee to report on environmental matters to, and consult with, members of the Board. The Company also maintains regular contact with external stakeholders and experts regarding environmental issues. In accordance with regulatory requirements, the Company provides Board with periodic training courses covering various relevant areas. Environmental topics covered in this training include, but are not limited to, climate change, water resources, and biodiversity.

Capabilities Possessed by TCC's Board of Directors

 

The directors are required to have the knowledge, capabilities and literacy to execute as a board member. To achieve the Company’s goals, TCC’s Board of Directors as a whole should require the following skills:
1. Business judgement
2. Accounting and financial analysis
3. Operation management (includes operational management of subsidiary)
4. Crisis management
5. Industrial knowledge
6. International vista
7. Leadership
8. Decision-making
9. Risk management knowledge and capabilities
10. ESG and Environmental Management Capability

The 25th Board of Directors prioritizes diversity and is composed of distinguished professionals from both industry and academia. Their industry experiences span a wide range of fields, including energy, environmental protection, cement, mergers and acquisitions/investment, information technology. The Board also brings strong professional abilities in operational management, international market, risk management, accounting and financial analysis, legal affairs, ESG, and more.

  • Possessing extensive industry knowledge and management experience:

  • Possessing financial expertise:Roman CHENG, Kenneth C.M. LO, Eric CHEN Sun Te, Man-Jung CHAN, and other directors. Possessing financial accounting experience: Victor WANG, Lynette Ling-Tai CHOU, and other directors.

  • Possessing legal expertise:Director Sherry S. L. LIN

  • Possessing information technology expertise:Director Ruu-Tian CHANG
    TCC continues to provide a diverse range of advanced courses for Board members to enhance the quality of their decision-making, strengthen their supervisory capabilities, and thereby improve the effectiveness of the Board of Directors. 
     

    In addition, TCC emphasizes gender equality in the composition of the Board. Among 15 directors, five seats are currently held by female directors. In future re-elections, female director candidates will continue to be given priority to achieve the goal.

Specific Management Objectives

Directors listen to reports from the management team during board meetings, offer guidance and suggestions, and maintain effective communication with the management team to collaboratively create maximize benefits for shareholders. 
 

TCC emphasizes gender equality in the composition of the Board of Directors. Currently, 5 female directors serve on the Board, with the goal of ensuring that female directors account for at least 33% of all director seats.

Meeting

From May 21 2024 to October 2025, TCC's Board of Directors held a total of 16 meetings, with a director attendance rate of 90%.

Independence

TCC's current Board of Directors consists of 15 members, of which 5 are independent directors, accounting for 33% of the total. As of October 2025, all independent directors comply with the regulations set by the Securities and Futures Bureau of the Financial Supervisory Commission. There are no circumstances among directors and independent directors as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act, demonstrating the independence of TCC's Board of Directors.

Directors listen to reports from the management team during board meetings, offer guidance and suggestions, and maintain effective communication with the management team to collaboratively create maximize benefits for shareholders.

Chairman

Company NameRepresentative NameDate of Election (Appointment)Average Term of Corporate Directors (Including Current Term)Average Tenure of Corporate DirectorsNationalityGenderAge DistributionIndustry ExperienceProfessional Capabilities
31-50 years old51-70 years old71 years old and aboveEnergyEnvironmental ProtectionCementMergers and Acquisitions, InvestmentInformation TechnologyBusiness ManagementInternational MarketRisk ManagementAccounting and Financial AnalysisLawESG
Chia Hsin R.M.C. CorporationNelson An-ping Chang2024/5/212+16.1TaiwanMale---

Directors

Company NameRepresentative NameDate of Election (Appointment)Average Term of Corporate Directors (Including Current Term)Average Tenure of Corporate DirectorsNationalityGenderAge DistributionIndustry ExperienceProfessional Capabilities
31-50 years old51-70 years old71 years old and aboveEnergyEnvironmental ProtectionCementMergers and Acquisitions, InvestmentInformation TechnologyBusiness ManagementInternational MarketRisk ManagementAccounting and Financial AnalysisLawESG
Tai Ho Farming Co., Ltd.Roman CHENG2024/5/212+16.1TaiwanMale----
International CSRC Investment Holdings Co., Ltd.Kenneth C.M. LO7+122.2Male-----
Hsing Cheng Investment Co., Ltd.Yu-Cheng Chiao10Male---
C.F. Koo FoundationEric CHEN Sun Te2+18.1Male-------
Chia Hsin Cement CorporationKang-Lung (Jason) CHANG3+112.1Male----
Heng Qiang Investment Co., Ltd.Por-Yuan WANG7+121.1Male----
CS Development & Investment Co.Kung-Yi KOO10Male----
Fu Pin Investment Co., Ltd.Chien WEN7+121.1Male-------
Chia Hsin Cement CorporationLiz WANG3+112.1Female----

Independent Directors

MembersDate of Election (Appointment)Average Term of Corporate Directors (Including Current Term)NationalityGenderAverage Tenure of Independent DirectorsAge DistributionIndustry ExperienceProfessional Capabilities
Less than 3 years3-9 yearsMore than 9 years31-50 years old51-70 years ols71 years old and aboveEnergyEnvironmental ProtectionCementMergers and Acquisitions, InvestmentInformation TechnologyBusiness ManagementInternational MarketRisk ManagementAccounting and Financial AnalysisLawESG
Victor WANG2024/5/2111.1TaiwanMale-------
Lynette Ling-Tai CHOU6.1Female-------
Sherry S. L. LIN3.1Female--------
Ruu-Tian CHANG1.3Female-----------

Man-Jung CHAN

2025/5/27

0.6

Female

-

-

--

-

-

-

-

-

-

-

The Board of Directors consists of 15 members (including independent directors), with the following percentage of composition:

Directors as Employees (%)

Independent Director (%)

Female Director (%)

Director Attendance

The 25th Board of Directors held 16 meetings (A) from May 21, 2024 to October 16, 2025. The attendance of directors is as follows:

TitleName
(or Name of Representative)
Name of Legal Entity RepresentedActual Attendance (B)Number of Required Attendance (A)Number of Delegated AttendanceActual Attendance % (B/A)Remarks
Legal Representative of the ChairmanNelson An-ping ChangCHIA HSIN READY-MIXED CONCRETE CORPORATION1516194 
Roman CHENGTai Ho Farming Co., Ltd.16160100 
Kenneth C.M. LOInternational CSRC Investment Holdings Co., Ltd.1216475 
Yu-Cheng ChiaoHsing Cheng Investment Co., Ltd.1416288 
Eric CHEN Sun TeC.F. Koo Foundation1316381 
Kang-Lung (Jason) CHANGChia Hsin Cement Corporation1416288 
Por-Yuan WANGHeng Qiang Investment Co., Ltd.1216475 
Kung-Yi KOOCS Development & Investment Co.1416288 
Chien WENFu Pin Investment Co., Ltd.1416288 
Liz WANGChia Hsin Cement Corporation16160100 
Independent DirectorsVictor WANG-1516194 
Lynette Ling-Tai CHOU-1516194 
Sherry S. L. LIN-16160100 
Ruu-Tian CHANG-1516194 
Man-Jung CHAN-440100 

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 DateMeeting HighlightsMeeting Results
March 12, 2025Proposal 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 ShareholdersThe 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, 2025Proposal 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, 2025Proposal 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, 2025Proposal 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.

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 DateMeeting HighlightsMeeting Results
February 27, 2024TCC'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, 2024TCC'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, 2024TCC'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, 2024Election 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, 2024Proposal 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, 2024TCC 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.