Board of Directors
There is total of five members in Board of Directors, amongst three members of Independent Directors are to assist the Company to improve corporate governance; Board of Directors elected Mr Michael Soh to be the Chairman for the Company. In order to strengthen the functions of Board of Directors, the Company has been abiding by relevant laws and regulations, at least to held a Board of Director Meetings quarterly and map out the "BOD Meetings Proceedings Standard" which the operations of BOD has to be followed accordingly.
The 6th Board of Directors
(29,May,2025 - 28, May, 2028)
Where a legal entity is a Member, its authorized representative may also be elected as Director of the Company in accordance with these Articles. If there are more than one authorized representatives, each of them may be so elected.
The Company may from time to time by Supermajority Resolution remove any Director from office, whether or not appointing another person to fill the vacancy. Prior to the expiration of term of office of the current Directors, the Members may at a general meeting re-elect all Directors, whose vote shall be calculated in accordance with Article 25.2. The term of office of all Directors is deemed to have an expiry on the date of the re-election or any other date as otherwise resolved by the Members at the general meeting if the Members do not resolve that all current Directors will only retire at the expiration of their term of office. Members present in person or by proxy, representing more than one -half of the total issued shares shall constitute a quorum of any general meeting for re-elect all Directors.
Independent Directors shall have professional knowledge and shall maintain independence with the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.
The election of Independent Directors and Non-independent Directors shall be held together and shall be elected pursuant to a cumulative voting mechanism pursuant to a poll vote, where the number of votes exercisable by any Member shall be the same as the product of the number of Shares held by such Member and the number of Directors (including the Independent Directors and Non-independent Directors) to be elected ("Special Ballot Votes"), and total number of Special Ballot Votes cast by any Member may be consolidated for election of one Director/Independent Director candidate or may be spilt for election amongst multiple Director/Independent Director candidates, as specified by the Member pursuant to the poll vote ballot. The top candidates in the number equal to the respective number of the respective number of the Directors/Independent Directors to be elected, to whom the votes cast represent a prevailing Directors elected. The company shall adopt a candidate nomination mechanism for the election of Independent Directors. Subject to the Statute, the nomination of Independent Directors and related announcement shall be comply with the Applicable Public Company Rules.
Currently, we have 3 members of Independent Directors in BOD and they start their third term in office; the nominations, reviews and elections of Madam Chien Min Chiu, Mr ,Mr Lo Chia Shi and Madam Hsiao Yu Chun were passed through the resolution of General Meeting on 27th June 2022.
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
And to improve the operating efficiency of the Board of Directors and enhance corporate governance, in addition to the following mentioned self-assessment conducted internally by the company every year, an assessment is also conducted by an external professional independent institution or a panel of external experts and scholars at least once every three years.The assessment contents are listed as follows:
Evaluation Institution: Diwan&Company
Evaluation Periond: 1, Jan,2023 - 31, Dec,2023
Redwood engaged with an external independent institution.Diwan&Company,on 18, Jan, 2023. And the assessment was executed through online self-assessment and interview. The assessment report was released on 31,Mar,2023 and reported to the Board on 11, May, 2023.
In order to enable board members to enhance their professionalism and continuously improve themselves, the company considers the scope of director's further education beyond the professional abilities of each director, and selects courses covering corporate governance topics, or courses related to internal control systems and financial reporting responsibility.Each person continuing education courses are completed every year in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies" to ensure that board members have a considerable level of industry knowledge and acquire new knowledge.
The 6th Board of Directors
(29,May,2025 - 28, May, 2028)
| Designation | Name | Gender | 1st Appointment Date |
| Chairman | Thong Ming, Soh | Male | 20,Aug,2010 |
| Director | Soh Jun Wei | Male | 27,June,2022 |
| Independent Director | Chien Min Chiu | Female | 10,Dec,2010 |
| Independent Director | Hsiao Yu Chun | Female | 27,June,2022 |
| Independent Director | Huang Chi Nung | Male | 29,May,2025 |
Appointment of Non-independent Directors
The election of Non-independent Directors and Independent Directors shall be held together and shall be elected pursuant to a cumulative voting mechanism to a poll vote, where the number of votes exercisable by any Member shall be the same as the product of the number of Shares held by such Member and the number of Directors (including the Independent Directors and Non-independent Directors) to be elected ("Special Ballot Votes"), and total number of Special Ballot Votes cast by any Member may be consolidated for election of one Director/Independent Director candidate or may be spilt for election amongst multiple Director/Independent Director candidates, as specified by the Member pursuant to the poll vote ballot. The top candidates in the number equal to the respective number of the respective number of the Directors/Independent Directors to be elected, to whom the votes cast represent a prevailing Directors elected.Where a legal entity is a Member, its authorized representative may also be elected as Director of the Company in accordance with these Articles. If there are more than one authorized representatives, each of them may be so elected.
The Company may from time to time by Supermajority Resolution remove any Director from office, whether or not appointing another person to fill the vacancy. Prior to the expiration of term of office of the current Directors, the Members may at a general meeting re-elect all Directors, whose vote shall be calculated in accordance with Article 25.2. The term of office of all Directors is deemed to have an expiry on the date of the re-election or any other date as otherwise resolved by the Members at the general meeting if the Members do not resolve that all current Directors will only retire at the expiration of their term of office. Members present in person or by proxy, representing more than one -half of the total issued shares shall constitute a quorum of any general meeting for re-elect all Directors.
Appointment of Independent Directors
Unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three(3) Independent Directors; provided, however, that the total numbers of Independent Directors shall amount to one-fifth or more than the total number of the Directors. To the extent required by the Applicable Public Company Rules, at least one of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise.Independent Directors shall have professional knowledge and shall maintain independence with the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.
The election of Independent Directors and Non-independent Directors shall be held together and shall be elected pursuant to a cumulative voting mechanism pursuant to a poll vote, where the number of votes exercisable by any Member shall be the same as the product of the number of Shares held by such Member and the number of Directors (including the Independent Directors and Non-independent Directors) to be elected ("Special Ballot Votes"), and total number of Special Ballot Votes cast by any Member may be consolidated for election of one Director/Independent Director candidate or may be spilt for election amongst multiple Director/Independent Director candidates, as specified by the Member pursuant to the poll vote ballot. The top candidates in the number equal to the respective number of the respective number of the Directors/Independent Directors to be elected, to whom the votes cast represent a prevailing Directors elected. The company shall adopt a candidate nomination mechanism for the election of Independent Directors. Subject to the Statute, the nomination of Independent Directors and related announcement shall be comply with the Applicable Public Company Rules.
Currently, we have 3 members of Independent Directors in BOD and they start their third term in office; the nominations, reviews and elections of Madam Chien Min Chiu, Mr ,Mr Lo Chia Shi and Madam Hsiao Yu Chun were passed through the resolution of General Meeting on 27th June 2022.
Practice of BOD Meeting
Resolution of 6th Board of Directors Meetings
Resolution of 5th Board of Directors Meetings
Resolution of 4th Board of Directors Meetings
Resolution of 3rd Board of Directors Meetings
Resolution of 2nd Board of Directors Meetings
Resolution of 1st Board of Directors Meetings
Diversified Policy for the Composition of Board Members
The composition of the board of directors shall be determined by taking diversity into consideration. In addition to the fact that directors who are also managers of the company should not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to,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
The diversity of composition of the Board of Directors
The Results of the Performance Assessment of the Board of Directors
The comany conducts annual self-evaluation of the performance of the Board of directors, its functional committees and individual board member based on the "Self-Evaluation or Peer Evaluation of the Board of Directors" approved by the Board of Directors.And to improve the operating efficiency of the Board of Directors and enhance corporate governance, in addition to the following mentioned self-assessment conducted internally by the company every year, an assessment is also conducted by an external professional independent institution or a panel of external experts and scholars at least once every three years.The assessment contents are listed as follows:
Evaluation Institution: Diwan&Company
Evaluation Periond: 1, Jan,2023 - 31, Dec,2023
| Baord of Directors | Functional Committes (Audit & Remuneration) |
Individual Board Members | |
| Evaluation Content |
|
|
|
| Performance Result | Excellent | Excellent | Excellent |
Succession Planning for Board Members and key Management Personnel
Succession Planning for Board Members
The nomination and election procedures of Redwood's directors shall take account of organizational culture of the Company, business model of the industry and needs for long-term development. The criteria established to ensure the diversity of the Board members shall include Basic criteria and shared visions, Professionalism, Corporate sustainability and communal participation.In order to enable board members to enhance their professionalism and continuously improve themselves, the company considers the scope of director's further education beyond the professional abilities of each director, and selects courses covering corporate governance topics, or courses related to internal control systems and financial reporting responsibility.Each person continuing education courses are completed every year in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies" to ensure that board members have a considerable level of industry knowledge and acquire new knowledge.
