Corporate Governance
1.The company’s Board of Directors is composed of members with diverse backgrounds in various professions (such as law, accounting, and industry), genders, and fields of expertise. To achieve the ideal objectives of corporate governance, the Board as a whole possesses the following knowledge, skills, and competencies:
(1) Operational judgment ability.
(2) Accounting and financial analysis ability.
(3) Business management ability.
(4) Crisis management ability.
(5) Industry knowledge.
(6) Global market perspective.
(7) Leadership ability.
(8) Decision-making ability.
Title Name Education and Experience
Chairman
Current Position
Chairman/General Manager, AmCad BioMed Corp.、Chairman, PhytoHealth Corp.、Vice Chairman, Maywufa Company Ltd.、Chairman, Broadsound Corporation、Director, Maywufa Cosmetics (Shanghai) Co., Ltd.、Director, Taiwan Incubator SME Development Corporation、Independent Director, Sinyi Realty Inc.
Education
MBA, Rutgers University、BBA In Finance, National Taiwan University
Experience
Director, PhytoHealth Corp.、Director, AmCad BioMed Corp.、Supervisor, Taiwan Bio Industry Organization.、2016 Top 10 Female Heads of The Biomedical Industry、Vice President, International Global Corporate, Standard Chartered Bank、Vice President, Credit Agricole Corporate and Investment Bank、Manager, Corporate Banking Group, Citibank, N.A.
Lee Yi-Li
Vice Chairman
Current Position
Vice Chairman, AmCad BioMed Corp.、Vice Chairman / General Manager, PhytoHealth Corp.、Executive Director, Maywufa Company Ltd.、Vice Chairman, Broadsound Corporation、Supervisor, Maywufa Cosmetics (Shanghai) Co., Ltd.、Supervisor, Taiwan Bio Industry Organization.
Education
MBA, Carnegie Mellon University、B.Acc., National Taiwan University
Experience
Product Manager (Sales and Marketing), Janssen Pharmaceutical Factory of Johnson & Johnson、Auditor/Risk Assessment Consultant, Deloitte Taiwan
Lee I-Lin
Director
Current Position
Director, AmCad BioMed Corp.
Chairman, Maywufa Company Ltd.
Director, PhytoHealth Corp.
Chairman, Taiwan Incubator SME Development Corporation.
Education
Honorary Ph.D. , National Taipei University of Technology
EMBA, National Chengchi University
B.Pharma., School of Pharmacy, Kaohsiung Medical University
Experience
Founder / Chairman, PhytoHealth Corp.
Founder / Chairman, AmCad BioMed Corp.
Chairman, Broadsound Corporation
National Policy Consultants, Presidential Palace
Director, Central Bank of the Republic of China (Taiwan)
Representatives of the National Assembly
Director, Straits Exchange Foundation
Chairman, Taiwan Federation of Industry
Chairman, Taiwan Province Industry Association
Lee Chen-Chia
Director
Current Position
Director, AmCad BioMed Corp.、Director, SynCore Biotechnology Co., Ltd.、Supervisor, GeneTex International Corporation.、Director, Knowledge Freeway Co., Ltd Development Corporatio、Honorary Professor of Surgery, College of Medicine, National Taiwan University, and Attending Physician.、Chairman of the Breast Cancer Foundation.、Independent Director, HONG HO PRECISION TEXTILE CO., LTD.
Education
Ph.D. in Clinical Medicine, Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University
Experience
Director of the Department of Surgery, National Taiwan University Hospital、Superintendent of Taoyuan General Hospital, Department of Health、Superintendent of Taichung Cheng Ching Hospital
Chang King-Jen
Director
Current Position
Director, AmCad BioMed Corp.、Honorary Professor, College of Medicine, National Taiwan University.、Chairman, Liver Disease Prevention & Treatment Research Foundation.、Chairman, Taiwan Health Foundation.、Chairman, Good Liver Foundation.、Director, ASMEDIA TECHNOLOGY INC..
Education
Ph.D. in Clinical Medicine, Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University
Experience
Professor of Internal Medicine, College of Medicine, National Taiwan University、Director of the Department of Internal Medicine, Gastroenterology and Hepatology, National Taiwan University Hospital.、Visiting Researcher at the National Cancer Institute, National Institutes of Health, USA
Sheu Jin-Chuan
Director
Current Position
Director, AmCad BioMed Corp.、Advisor and Chair Professor of the Department of Medicine, College of Medicine, China Medical University.、Consultant for Beigang Hospital and Children's Hospital, China Medical University.
Education
Master of Science in Human Nutrition, Columbia University, USA.
Experience
Vice President (Acting President) of China Medical University.Director, .、Director of Beigang Hospital, China Medical University.、Outstanding Alumni of China Medical University..
Chen Wal-Ter
Director
Chiou Shu-Ti
Current Position
Director, AmCad BioMed Corp.、
Chairman, Health and Sustainable Development Foundation.、Consultant, Cheng Hsin General Hospital、Global Executive Committee Member of the International Alliance for Health Promotion and Education.、Chairperson of the International Age-Friendly Health Care Committee.、Deputy Editor of the Global Health Promotion Journal Editorial Board.、Adjunct Professor, College of Medicine, National Yang Ming Chiao Tung University.
Education
Ph.D. in Epidemiology, National Taiwan University
Experience
Director-General of the National Health Service, Ministry of Health and Welfare.、Director of the Bureau of National Health, Department of Health.、Director of the Department of Health, Taipei City Government.、Director of the Health Bureau, Yilan County.、Adjunct Associate Professor, College of Medicine, National Yang-Ming University.、Chairperson/Vice Chairperson of the International Network of Health Promoting Hospitals.、Co-Chair of the International Health Promotion Evaluation Council.、Global Vice President (Training Affairs, Partnerships) of the International Alliance for Health Promotion and Education.、President of the Outstanding Young Women Association of the Republic of China (Taiwan).、Committee Member, 23rd IUHPE World Conference on Health Promotion、Chairperson of the International Environmentally Friendly Health Care Committee.、Consulting Physician at Taoyuan Hospital, Ministry of Health and Welfare.、Resident Physician in Family Medicine at Taipei Veterans General Hospital.
Director
Wang Tsay-Ping
Current Position
Director, AmCad BioMed Corporation、Honorary Chairman, Ching-Kang Foundation for Pharmacy Promotion、Advisor, Taipei Pharmacists Association、Consultant, Federation of Taiwan Pharmacists Association、Supervisor, ImmunAdd Inc.
Education
Bachelor of Science in Pharmacy, National Taiwan University
Experience
Director, MAYWUFA COMPANY LTD.、General Manager, Pharmaceutical Division, MAYWUFA COMPANY LTD.、Executive Director, Kaisers Medical Corporation、Chairman, Ching-Kang Foundation for Pharmacy Promotion、President, National Taiwan University Pharmacy Alumni Association
Director
Tseng Gary T
Current Position
Director, AmCad BioMed Corporation、Advisor, TTY Biopharm Company Limited、Responsible Person, Charlotte Investment & Service Inc.、Vice Chairman and General Manager, BlackWood Capital Co., Limited、Director, Weigao Panion Biotech Holding Company Limited (Hong Kong)、Chairman, Wisteria Trade Co., Ltd.、Director, Glory Hong International Co., Ltd. (Hong Kong)、Director, Great Novel、Therapeutics Biotech & Medicals Corporation
Education
Master’s Degree, Graduate Institute of Diplomacy and International Law, National Chengchi University
Experience
Vice Chairman, Taiwan External Trade Development Council (TAITRA)、Secretary, Office of the President, Republic of China (Taiwan)、Director, Special Affairs Office, Office of the President, Republic of China (Taiwan)、Passed the Special Examination for Diplomatic and Consular Personnel, Republic of China (Taiwan)、Lecturer, Shih Hsin University
Independent Director
Chang Ching-Tian
Current Position
Independent Director, AmCad BioMed Corporation
Education
Master’s Degree, Graduate Institute of Business Administration, Chang Gung University
Experience
Special Assistant to the President, General Management Office of the Formosa Plastics Group, concurrently General Manager of Formosa Plastics Environmental Technology Corporation、Assistant Vice President, General Management Office of the Formosa Plastics Group, concurrently General Manager of Huaya Campus Management Consultant Corporation、Supervisor, BIOTRUST INTERNATIONAL CORPORATION
Independent Director
Huang Weng-Foungg
Current Position
Independent Director, AmCad BioMed Corporation、Independent Director, TaiGen Biopharmaceuticals Holdings Limited、Independent Director, EUSOL BIOTECH CO., LTD.、Corporate Representative Director, ORIENT PHARMA CO., LTD.、Director, Panion & BF Biotech Inc.、Director, Bowlin Holding Co., Ltd. (Seychelles)、Director, Bowlin Holding Co., Ltd. (Cayman)、Director, CHENG FONG CHEMICAL CO., LTD.、Senior Advisor, YFY Biotech Management Co., Ltd.、Corporate Representative Director, Aadi Biosciences, Inc.、Corporate Representative Director, Caravel Oculus INC.
Education
Ph.D. in Philosophy (Major in Social and Administrative Pharmacy), University of Minnesota, USA
Experience
Associate Professor and Professor, Institute of Health and Welfare Policy, National Yang-Ming University、Director, Bureau of Pharmaceutical Affairs and Food Sanitation, Department of Health, Executive Yuan、Director, Pharmaceutical Affairs Division, Department of Health, Executive Yuan、Deputy Director, Pharmaceutical Affairs Division, Department of Health, Executive Yuan
Independent Director
Li Hsueh-Yu
Current Position
Independent Director, AmCad BioMed Corporation、Professor-level Attending Physician, Linkou Chang Gung Memorial Hospital、Professor, School of Medicine, Chang Gung University
Education
Bachelor of Medicine, China Medical University
Experience
Vice Chair, International Medical Services, Linkou Chang Gung Memorial Hospital、Director, International Affairs Center, Linkou Chang Gung Memorial Hospital、Chair, Department of Otolaryngology, Linkou Chang Gung Memorial Hospital、Executive Director, Taiwan Society of Otorhinolaryngology、President, Taiwan Society of Sleep Medicine、President, Taiwan Association of Voice Medicine
Independent Director
Lin She-Yi
Current Position
Independent Director, AmCad BioMed Corporation、Executive Director and CEO, T.M.U. Pharmacy Foundation For Culture and Education、Supervisor, Shu Rong Co., Ltd.、Vice Chairman, HoneyBear Biosciences, Inc.
Education
Master’s Degree in Pharmacy, Taipei Medical University
Experience
Senior Director, Novartis (Taiwan) Co., Ltd.、Director, Taiwan Heart Foundation、Supervisor, HoneyBear Biosciences, Inc.
2.The company has established the Corporate Governance Practices Code, which stipulates that the composition of the Board of Directors shall take diversity into consideration. The company shall formulate fundamental qualifications and a policy on diversity in professional knowledge and skills based on its operations, business model, and development needs. When appointing directors, the company considers not only their professional backgrounds but also diversity as one of the key factors.
According to Article 20, Paragraph 3 of the company’s Corporate Governance Practices Code, all board members shall generally possess the knowledge, skills, and qualities necessary to perform their duties. To achieve the ideal objectives of corporate governance, the Board as a whole shall possess the following competencies:
1. Operational judgment ability.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis management ability.
5. Industry knowledge.
6. Global market perspective.
7. Leadership ability.
8. Decision-making ability.
The company currently has a total of 13 directors, including 4 independent directors. Among them, 3 directors and 1 independent director are female. The members’ professional backgrounds cover a wide range of fields, including management, medicine, pharmacy, finance, accounting, and healthcare professions such as physicians and pharmacists. The Board of Directors comprises members with diverse industrial, academic, and professional backgrounds, enabling them to provide expert opinions from multiple perspectives, which greatly contributes to enhancing the company’s business performance and management effectiveness.
In addition, the company places great emphasis on gender equality in the composition of the Board. The target ratio of female directors is set at 20% or higher, and currently, the proportion of female directors has reached 30.77%. The implementation status of board diversity is shown in the table below:
3.Board Performance Evaluation Report
The company’s “Board Performance Evaluation Procedures and Assessment Methods” were approved by the Board of Directors on February 24, 2016, and subsequently amended and approved on August 9, 2019, and August 7, 2020.
The implementation of board performance evaluations shall be conducted by an external professional independent organization or a team of external experts and scholars at least once every three years, as deemed necessary.
Both internal and external board performance evaluation results shall be completed before the end of the first quarter of the following year.
The scope of evaluation includes the performance of the overall Board of Directors, individual board members, and functional committees.
The performance evaluation of the Board of Directors covers the following five major aspects:
1.Participation in the company’s operations.
2.Improvement of the quality of board decision-making.
2.Composition and structure of the Board.
4.Election and continuing education of directors.
5.Internal control.
The performance evaluation of individual board members shall cover at least the following six major aspects:
1. Understanding of the company’s goals and missions.
2. Awareness of directors’ responsibilities.
3. Participation in the company’s operations.
4. Management of internal relationships and communication.
5. Professional expertise and continuing education of directors.
6. Internal control.
The performance evaluation of functional committees shall cover at least the following five major aspects:
1. Participation in the company’s operations.
2. Understanding of the responsibilities of the functional committee.
3. Enhancement of the quality of the committee’s decision-making.
4. Composition of the functional committee and selection of its members.
5. Internal control.
Scoring Method:
A score of 1 point is given for full compliance, 0.75 points for mostly compliant, 0.5 points for partially compliant, 0.25 points for slightly compliant, and 0 points for non-compliant. The total score is divided by the number of questions and multiplied by 100 to obtain the final score. The Board Secretary’s Office reports the evaluation results to the Board of Directors and provides recommendations for improvement where applicable.
In accordance with the aforementioned procedures, the evaluation results for 2024 (Year 113) were reported to the Board of Directors on February 25, 2025 (Year 114) as follows:
2025-02-25
Audit Committee
The Audit Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the company’s accounting, auditing, financial reporting processes, and financial controls.
Matters reviewed by the Audit Committee include: financial statements; auditing and accounting policies and procedures; internal control systems; significant asset or derivative transactions; major loans, endorsements, or guarantees; fundraising or issuance of securities; regulatory compliance; related party transactions or potential conflicts of interest involving managers or directors; employee complaint reports; fraud investigation reports; corporate risk management; the appointment, dismissal, or remuneration of the certified public accountant; and the appointment or removal of financial, accounting, or internal audit officers.
In accordance with the laws of the Republic of China (Taiwan), the Audit Committee shall be composed entirely of independent directors. The Audit Committee of Anker Company complies with the aforementioned legal requirements. In addition, the Committee has appointed a qualified financial expert as required. The Audit Committee also conducts an annual self-assessment of its performance and discusses issues that warrant special attention in the future.
To fulfill its responsibilities, the Audit Committee is authorized under its organizational charter to conduct any appropriate audits and investigations. It has direct access to the company’s internal auditors, certified public accountants, and all employees. The Audit Committee is also empowered to engage and oversee legal counsel, accountants, or other advisors to assist in the performance of its duties.
The Audit Committee holds at least four meetings each year. For details regarding the committee’s meetings and the attendance rate of each member, please refer to the company’s annual reports for each respective year.
Audit Committee Members
Chang Ching-Tian(Chairperson) Independent Director Convener of the Fourth Audit Committee
Huang Weng-Foung Independent Director Members of the Fourth Audit Committee
Li Hsueh-Yu Independent Director Members of the Fourth Audit Committee
Lin She-Yi Independent Director Members of the Fourth Audit Committee
Remuneration Committee
The Remuneration Committee is established to assist the Board of Directors in executing and evaluating the company’s overall compensation and benefits policies, as well as the remuneration of managerial officers.
The Remuneration Committee is composed of four independent directors and holds at least two meetings each year. For details regarding the committee’s meetings and the attendance rate of each member, please refer to the company’s annual reports for each respective year.
Remuneration Committee Members
Chang Ching-Tian(Chairperson) Independent Director Convener of the Fifth Remuneration Committee
Huang Weng-Foung Independent Director Members of the Fifth Remuneration Committee
Li Hsueh-Yu Independent Director Members of the Fifth Remuneration Committee
Lin She-Yi Independent Director Members of the Fifth Remuneration Committee
Sustainable Development Committee
The Sustainable Development Committee, under the authorization of the Board of Directors, shall diligently and faithfully perform the following duties with the care of a prudent manager, and report to or discuss with the Board as necessary. The scope of responsibilities of the Sustainable Development Committee includes:
Formulating, promoting, and strengthening the company’s sustainable development policies, annual plans, and strategies.
Reviewing, tracking, and revising the implementation and effectiveness of sustainable development initiatives.
Overseeing the disclosure of sustainability information and reviewing the Sustainability Report.
Supervising the execution of the company’s Sustainable Development Practices Code and other sustainability-related tasks as resolved by the Board.
In accordance with Article 27, Paragraph 2 of the company’s Corporate Governance Practices Code and Article 9, Paragraph 1 of the Sustainable Development Practices Code, the Sustainable Development Committee (hereinafter referred to as “the Committee”) Charter (hereinafter referred to as “this Charter”) is established. The Committee shall be composed of at least three members appointed by the Board of Directors, with at least one director participating in oversight, and one member serving as the convener and chairperson of meetings. All members of the company’s Sustainable Development Committee comply with the aforementioned requirements. In addition, the Committee may, by resolution, appoint legal counsel, accountants, or other professionals to provide advice on matters related to the exercise of its duties.
The Sustainable Development Committee holds at least one meeting each year and may convene additional meetings as needed. For details regarding the committee’s meetings and the attendance rate of each member, please refer to the company’s annual reports for each respective year.
Sustainable Development Committee Members
Lee Yi-Li/Chairperson and General Manager/Convener and Chairperson of the First Sustainable Development Committee
Lee I-Lin/Vice Chairperson/Members of the First Sustainable Development Committee
Huang Chih-Yuan/Corporate Governance Officer/Members of the First Sustainable Development Committee
Internal Audit Organization
The company’s Internal Audit Department is directly subordinate to the Board of Directors and is headed by a Chief Auditor, who shall not concurrently hold any position that may conflict with or compromise the independence of audit duties. The Chief Auditor oversees all audit operations with an objective and independent attitude, reports to the Board of Directors at least once every quarter, and is responsible for carrying out internal audit activities.
Duties and Responsibilities of Internal Audit
-
The company’s Internal Audit Department shall formulate an annual audit plan based on risk assessment results, including the audit items to be conducted each month. The annual audit plan shall be properly implemented to evaluate the effectiveness of the company’s internal control system, with audit reports prepared and supported by working papers and relevant documentation.
-
The company’s audit reports shall be submitted to the independent directors for review.
-
The Chief Auditor may, as necessary, assign internal auditors from the company’s subsidiaries to conduct internal audit work for both the company and its subsidiaries.
-
The Internal Audit Department shall establish the procedures and content for the self-assessment of the internal control system. A self-assessment shall be conducted at least once a year, and the department shall supervise the regular self-assessment implementation of all departments and review their self-assessment reports.
-
The Internal Audit Department shall review the audit reports submitted by the external auditors of the subsidiaries. For subsidiaries that have established internal audit departments, the company shall also review their audit plans, major deficiencies identified in internal audit reports, and the status of corrective actions, and shall supervise the improvement process.
-
The Chief Auditor shall periodically evaluate the effectiveness of internal audit operations of subsidiaries, report the evaluation results to the company’s Board of Directors, and forward them to the subsidiaries’ Boards of Directors as a reference for performance appraisal.
Prior to the Audit Committee meeting on February 25, 2025, the independent directors held separate meetings with the certified public accountants and the Chief Audit Officer. The meeting discussions were as follows:
1.Certified Public Accountants:
(1) Presented and explained the effectiveness, accuracy, and regulatory compliance of the Company’s 2024 financial statements.
(2) Explained the Audit Quality Indicators (AQI) information and the independence of Ernst & Young Certified Public Accountants.
(3) Explained the reconfirmation process, general policies, and non-assurance service list regarding the prior consent for non-assurance services provided by Ernst & Young and its affiliates to the Company.
2.Chief Audit Officer:
Reported and explained the implementation, deficiencies, and improvement plans of the Company’s internal control system for the year 2024 .
The independent directors had no comments on the matters discussed during the meetings.
Rules of Procedure for Shareholders’ Meetings
Rules of Procedure for Board of Directors’ Meetings
Regulations for Election of Directors
Corporate Governance Best Practice Principles
Sustainable Development Best Practice Principles
Risk Management Policies and Procedures
Procedures for Acquisition or Disposal of Assets
Procedures for Lending Funds and Making Endorsements/Guarantees
Management of Insider Trading Prevention
(Including Description of Related Educational Training)
Regulations Governing Financial and Business Dealings with Related Parties
Succession Planning and Management Objectives for Directors and Senior Executives
IP Management Plan and Implementation Aligned to Financial and Operating Objectives
Measures for Prevention, Complaint, and Disciplinary Actions on Workplace Sexual Harassment
Company Name: AmCad BioMed Corporation
Symbol: AmCad
Code: 4188
Market: TPEx Listed Company
Industry Category: Biotechnology and Medical Industry
Main Business: R&D of advanced medical devices specializing in computer-aided diagnostic (CAD) software for medical imaging
Date of Establishment: 2008-12-26
Date of Listing: 2015-03-24
Paid-in Capital: NTD$633,329,000
Chairperson, President, and Spokesperson: Li Yi-Li
Chief Financial Officer: Dai You-Ru
Major Shareholders: PhytoHealth Corporation、Maywufa Co., Ltd.
Head Office: 5th Floor, No. 167, Fuxing North Road, Songshan District, Taipei City, Taiwan
Organizational Chart: Amcad Corporate Organization
Number of Employees: 25
Stock Transfer Agent: Fubon Securities Co., Ltd.
Accounting Firm: Ernst & Young Certified Public Accountants
Telephone Number: +886-2-2713-6227
Fax Number: +886-2-2715-2181
Email Address: danica.tai@amcad.com.tw