Accountable Governance  

Investors are becoming increasingly concerned about the benefits of ESG investing and the long-term value creation of a corporate. Therefore, accountability in governance is an integral part for An-Shin and we strive to build and maintain strong relationships with investors with an effective ESG management. The board of directors (BOD) plays role in supervising and guiding along the business , and CSR committee reports the results of the year to the BOD annually. 

Board of Directors

The Board of Directors (BOD) is the highest decision-making body in the company's operation. The board meeting is held at least once a quarter and at least 6 times per year. According to the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies", the "Rules of Procedure for Board of Directors Meetings" was established as the guiding principle of the board's discussion procedures to avoid conflict of interests. The board is formulated according to the "Corporate Governance Best Practice Principles for TWSE Listed Companies" ,which covers operation and development needs. Considering that the global catering service industry as a future trend, we aim to have 25% or above of foreign directors. An-Shin currently has 4 Japanese directors (36%) out of 11 seats of directors. To promote gender equality, we have 2 female directors, including one independent director. Chairman Lin, CEO Kao, Director Shirley Huang and Director Huang Mao-Hsiung hold professions in business management, risk management, business operation and planning and also leadership, Director Yue Chao-Tang is the former director and chairman of Ernst & Young Accounting Firm, while Director Takifuka, Director Fukumitsu, and Director Maehara are international business professionals. Director Liu Wei-Chi as the president of Chung Hua University is also an expert in finance and banking. Independent Director Gong Reng-Weng is the former vice CEO of the Institute for Information Industry with IT and technology innovation background. Finally, Independent Director Lai Seh-Jen, is the former director-general of Tourism Bureau, and highly knowledgeable about tourism topics. Our board comes from a variety of professional backgrounds and able to utilize their expertise to enhance the company performance. The economic, environmental, and social issues related to corporate governance are supervised by senior executives or directly delegated to the relevant units. CEO is responsible to the overall economic performance by reporting to the board of directors regularly.

Items Units 2018 2019 2020
Board meeting Frequency times 6 6 6
Overall Attendance Rate % 98.15 98.15 100
Independent Directors Attendance Rate % 94.44 94.44 100

 

In 2020, An-Shin amended the Company Article of Association, Procedures for Board Election, Procedures for Acquisition or Disposal of Assets, Management Measures of Loan to Other Parties, Endorsement Guarantee Operation Procedures, Corporate Governance Best Practice Principles, Regulation of Insider Trading and Procedures for Handling Major Internal Information. Besides, we revised the rules and regulations of the audit committee. To ensure corporate governance and improve the operational efficiency of the board, the BOD approved the "BOD Performance Evaluation" which applies to both BOD & functional committees (including Remuneration Committee) and board members. The report was summited after analyzed and reviewed by the remuneration committee on 13 February 2020. The evaluation result was satisfying and it will become a reference for the coming director renewal nomination.

Nationality Title Name Gender Major Experiences and Academic Background
Chairman Lin, Chien-Yuan Male
  • PhD., Civil Engineering, University of Washington
  • Professor, Graduate Institute of building and planning, National Taiwan University
Director Kao, Shun-Hsing Male
  • Master’s Degree, Graduate Institute of Technology Management, Kaohsiung Polytechnic Institute
  • Bachelor’s Degree, Department of Industrial Engineering, Tunghai University
  • Executive Vice President, Royal Host Taiwan Co., Ltd.
Director Shirley Huang Female
  • Bachelor’s Degree, Department of Psychology, International Christian University Bachelor’s, Department of Psychology
  • Chairman, ABC Cooking Studio Taiwan Co., Ltd.
Director Jun Takifuka Male
  • Department of Food Economics, College of Agriculture and Veterinary Medicine, Nihon University
  • Executive Director and International Senior Executive, MOS Food Service Co., Ltd.
Director Hironobu Maehara Male
  • Tokyo Metropolitan Tsubasa Sogo Senior High school
  • Head of Marketing and Group Leader of International Business, MOS Food Service Co., Ltd.
Director Akio Fukumitsu Male
  • Department of Economics, Faculty of Economics, Soka University
  • Manager of International Division, MOS Food Service Co., Ltd.
Director Huang, Mao‐ Hsiung Male
  • Master’s Degree, Department of Economics, University of Pennsylvania
  • Chairman, TECO Electric and Machinery Co., Ltd.,
  • Chairman, Chinese National Association of Industry and Commerce
Director Yue, Chao-Tang Male
  • Master’s Degree, Department of Accounting, National Chengchi University
  • Chairman, Ernst & Young Accounting Firm
Independent Director Liu, Wei-Chi Male
  • PhD, School of Management, Northwestern University
  • Chairman, Taiwan High Speed Rail Corporation
  • Chairman, International Bills Finance Corporation
  • Former President, National Sun Yat-sen University 
Independent 
Director		 Lai, Seh-Jen Female
  • Master's Degree, Department of Management Science, National Chiao Tung University
  • Director-General, Tourism Bureau 
  • Chairman, China Pacific Catering Services
  • President, Taiwan Visitors Association
Independent Director Gong, Reng-Weng Male
  • PhD, Business Administration, Macau University of Science and Technology
  • Collage of Business, Stanford University
  • Deputy Chief Executive, Institute for Information Industry
  • Administrator, IDEAS of Institute for Information Industry
  • Expert, Institute for Information Industry

Director's Training

An-Shin establishes a training system for the new directors to better grasp the company's relative position within its industry, financial status and responsibilities to ensure they can perform their functions. The board members are highly experienced and integrous, they attend training and courses according to the needs. In 2020, 11 members attended the training with a total of 72 hours, and an average of 6.55 hours per person.

Directors' Training Hours
Position Name Units 2018 2019 2020
Chairman Lin Chien-Yuan hours 9 6 6
Director Kao Shun-Hsing hours 6 6 6
Director Huang Shirley hours 6 6 6
Director Jun Takifuka hours 6 6 6
Director Hironobu Maehara hours - 12 6
Director Akio Fukumitsu hours 6 6 6
Director Huang, Mao‐ Hsiung hours 9 6 9
Director Yue, Chao-Tang hours 6 6 6
Independent Director Liu, Wei-Chi hours - - 9
Independent Director Lai Seh-Jen hours 6 9 6
Independent Director Gong Reng-Weng ​hours 12 13 6

Appointment of Head of Corporate Governance

The board has passed a resolution which is appointing Shih, Chi-Yin, the head of Financial and Store Development Center as the head of corporate governance to ensure and improve corporate governance. Mr. Shih is responsible for corporate governance related issues, protecting shareholders' rights and strengthening the board's functions. Besides, he is responsible for the board and shareholder meetings, meeting minutes, assisting the directors in training, providing them information needed, ensure the directors complying with laws and regulations. The training hour of Head of Corporate Governance in 2020 is as follow:

Head of corporate governance’s training hours
Title Name Units 2020
Head of Corporate Governance Shih, Chi-Yin hours 12

Compensation for Directors and Supervisors

Compensation for directors and supervisors include the items listed below. The compensation package is determined based on position, responsibilities, and contributions with reference to the industry averages. The year-end bonus is calculated based on a fixed proportion of net operating profit; while the remuneration of directors and supervisors is calculated based on the corporate performance and their individual performances including working days and attendance rate. When the company makes profit in the year, 1-2% shall be allocated for employee and less than 5% shall be allocated for directors as compensation. The relevant performance evaluation and the rationality of remuneration are reviewed by the Remuneration Committee and the BOD according to the actual conditions to ensure a balance between sustainable operation and risk control. The compensation in 2020 was slightly higher than that in 2019 due to the re-election on June 3, 2020 and the number of director seats has been adjusted from 9 to 11. Besides, the compensation of super-visor in 2020 was slightly decreased compared to 2019 due to the replacement of supervisor to Audit Committee. The compensation for president and vice presidents increased in 2020 by the reason of the promotion of Mr. Ho, Chi-Yin from chairman's special assistant to COO on June 3, 2020. 

Job Title Name Item Units 2018 2019 2020
Chairman Lin Chien-Yuan Remuneration of directors Remuneration Paid (A) NT $housands 8,758 8,736 10,135
Director Kao, Shun-Hsing Retirement Pension (B) NT $housands - - -
Director Shirley Huang Remuneration of directors (C)  NT $housands 7,139 7,175 7,306
Director Jun Takifuka Expenses for the Execution of Business (D) NT $housands 961 973 1,127
Director Hironobu Maehara Relevant compensation 
received by adjunct employees		 Percentage of the aggregate amount of A, B, C, and D among net income after tax (%) % 11.99 10,43 11.61
Director Akio Fukumitsu
Director Huang, Mao‐ Hsiung Salary, bonuses, and special disbursement (E) NT $housands 5,182 5,007 5,101
Director Yue, Chao-Tang Pension (F) NT $housands 108 108 108
Independent Director Liu, Wei-Chi Employees’ remuneration (G) NT $housands 366 366 329
Independent Director Lai, Seh-Jen Total of A+B+C+D+E+F+G as a % of net incomeF % 16.01 13.81 15.07
Independent Director Gong, Reng-Weng
Independent Director Li, Sheng‐Yan
Job Title Name Item Units 2018 2019 2020
Supervisor Huang, Mao‐Hsiung Remuneration Paid (A) NT$ thousands 2,436 2,436 1,035
Supervisor Fritz J. C. Jang Dividends (B) NT$ thousands 1,020 1,025 741
Supervisor Yue, Chao-Tang Fees for conducting his/her business (C) NT$ thousands 407 437 177
Sum of A, B, and C as a percentage of net income % 2.75 2.41 1.22
Remuneration paid to the CEO, COO and CMO
Job Title Name Item Units 2018 2019 2020
CEO Kao, Shun‐Hsing Salary (A) NT$ thousands 4,106 4,035 7,406
CMO Akio Fukumitsu Retirement Pension (B) NT$ thousands 108 108 216
Bonuses and allowances (C) NT$ thousands 1,075 972 1,800
COO Ho, Chi-Yin Employee dividends (D) NT$ thousands 366 366 561
Percentage of the aggregate amount of A, B, C, and D among net income after tax % 4.02 3.38 6.24
Remuneration of managers
Job Title Name Units 2018 2019 2020
CEO Kao, Shun‐Hsing NT$ thousands 861 861 837
COO Ho, Chi-Yin
CFO, Head of Corporate Governance Shih, Chi-Yin
Internal Audit Officer Chen, Hung-Tao
Percentage of the aggregate amount among after-tax earnings % 0.61 0.53 0.52
Remuneration of directors, supervisors,CEO, COO and CMO
Item Units 2018 2019 2020
Total remuneration amount of directors NT$ thousands 16,858 16,884 18,568
Total remuneration of directors as apercentage of the net income after tax % 11.9 10.43 11.61
Total remuneration amount of supervisors NT$ thousands 3,863 3,898 1,953
Total remuneration of supervisors as a percentage of the net income after tax % 2.75 2.41 1.22
Total remuneration amount of ,CEO, COO and CMO NT$ thousands 5,655 5,481 9,983
Total remuneration of of ,CEO, COO and CMO as a percentage of the net income after tax % 4.02 3.38 6.24
Remuneration of employees, directors and supervisors
Item Units 2018 2019 2020
Employees NT$ 4,079,315 4,100,041 4,023,332
Directors and supervisors income after tax NT$ 8,158,631 8,200,082 8,046,666