Corporate Governance
Overview
BizLink aims to focus on our core businesses, maintain a steady financial structure, and to instill strong corporate governance. BizLink is dedicated to maximizing information transparency, ensuring a high level of corporate sustainability, and respecting and protecting stakeholders’ rights. The BizLink Board delegates various responsibilities and authorities to three Board Committees: Audit Committee, Compensation Committee, and Corporate Governance and Sustainability Committee. Each Committee has its own written Board-approved charter, and each Committee’s chairperson regularly reports to the Board of their Committee plans and activities to fulfill their individual supervisory duties and to achieve a more comprehensive level of governance for the Company as a whole. BizLink is ranked as one of the top companies in Corporate Governance by the Taiwan Stock Exchange in their annual evaluation for many years in a row now.
| Awards | Records |
|---|---|
| Sustainalytics | 2020 Evaluation–Rated as the Low Risk Company |
| FTSE Russell | 2020 Evaluation–Rated as the Low Risk Company |
| Taiwan Stock Exchange | 2021 Taiwan Indices–Corporate Governance 100 2020 Corporate GovernanceTop 6% - 20% |
| Taiwan Corporate Sustainability Awards | 2020 Silver Awards |
| Newsweek | 2021 America’s Most Responsible Companies #149 |
| AsiaMoney | 2019 - 2021 Asia’s Outstanding Companies–Taiwan Automobiles & Components Sector |
Organization
Position and Responsibility
| Organization | Position | Responsibility |
|---|---|---|
| Board of Directors | Chairman | Stipulated policy directives and objective guidelines for the Company’s operations and assigned managers to execute business operations. |
| The Company | Group GM | Implemented the resolution of the “board of directors” and company’s general administration. |
| Sales | Vice President | As a critical part of the sales and marketing operation, responsible for bridging the psychological gap between products and customers and establishing ground to shorten the physical gap between them. |
| Business Unit | BU Heads | Responsible for product engineering, procurement, and production so as to meet the Company’s annual production plan and objectives. |
| R&D | R&D Head | The R&D center is responsible for product development; the Engineering center is responsible for product testing, verification, maintenance, and quality control. |
| Investor Relations | Vice President | Issuing and responding to the Company’s information to the external parties and handling relationships with domestic and international investors for better communication. Collecting information regarding market and industry changes to assist management strategy and decision making. |
| Finance & Accounting | CFO | Formulating and executing budget plan and financial management according to the Company’s strategies. Making precise accounting journals and providing both internal and external parties, in a timely fashion, financial and operating information. Supplying concrete evidence to assist in business strategies and financial planning. Safeguarding capital and controlling operation costs to enhance capital efficiency and bring about operation goals. |
| CEO Office (Administration Department) | Function Heads | Functions including information, management of human resources, selection of suppliers, and quotations. |
| Corporate Sourcing | Vice President | Integrating supplier resources to build an optimal supply chain that ensures superior delivery, costs and quality of production materials for better competitiveness based on the Company’s business plan and organization structure. |
Management
Roger, Hwa-tse Liang
ChairmanRoger Liang currently serves as BizLink’s Chairman. Mr. Liang cofounded BizLink in 1996, where he served as CEO. Mr. Liang was voted as Chairman during BizLink’s IPO in 2011. Mr. Liang served as Greatlink USA’s CEO prior to cofounding BizLink, and has also been an R&D engineer at Cadence and at United Microelectronics Corporation (UMC).
Mr. Liang has a Master’s degree in Electrical Engineering from Pennsylvania State University in the USA, and a Bachelor’s degree in Electronic Engineering from National Chiao Tung University in Taiwan.
Felix, Chien-hua Teng
Chief Executive OfficerFelix Teng currently serves as BizLink’s CEO, Director, and Spokesperson. Mr. Teng was also a cofounder of the company, where he served as the General Manager of its wiring and connector subsidiaries, among other responsibilities. Mr. Teng was appointed to his current position of CEO in 2009 in preparation for BizLink’s IPO.
Mr. Teng has an MBA degree from San Francisco State University in the USA, and a Bachelor’s degree in Control Engineering from National Chiao Tung University in Taiwan.
Annie, Inru Kuo
Managing DirectorAnnie Kuo currently oversees BizLink’s strategic planning and direction, and serves on the Board of Directors as well as the General Manager of select subsidiaries.
Ms. Kuo has a Master’s degree in Actuarial Science from Georgia State University in the USA, and a Bachelor's degree in Physics from National Kaohsiung Normal University in Taiwan.
Yvonne, Yu-fang Wang
Chief Financial OfficerYvonne Wang currently serves as BizLink's CFO. Ms. Wang joined BizLink in 1998, and has served in various positions, including the Finance Department Vice President and the Corporate Executive Vice President in North America. Ms. Wang served as Greatlink USA's Accounting Manager prior to joining BizLink. Ms. Wang has extensive experience in accounting and finance.
Ms. Wang has a Master's degree in Accountancy from California State University - Sacramento (CSUS) in the USA, and a Bachelor's degree in Public Finance and Taxation from National Chung Hsing University in Taiwan.
Joe, Chia-cheng Lin
Vice PresidentJoe Lin currently serves as the Audit Department Vice President, and has led it since 2009. Mr. Lin joined BizLink in 2004 as the Accounting Department Manager before becoming the Finance Department General Manager. Mr. Lin participated in the financing activities for BizLink’s IPO. Mr. Lin worked in auditing within various industries, including as the Finance Manager at Necvox and as the Finance Accountant at Lianhwa Foods Corporation, prior to joining BizLink.
Mr. Lin has a Bachelor’s degree in Business Management from National Chung Hsing University in Taiwan. Mr. Lin earned his Internal Auditor Certification in 1999.
Younger, Yan-chao Wang
Group Sr. Vice President and President of North American OperationsYounger Wang joined BizLink in 1999. He leads the Industrial, Vehicle, and Medical Business Unit, and has served in a number of key senior positions, including the Engineering Department Manager in North America, the Operations Department Director in Shenzhen, and the Corporate Sourcing Department Vice President.
Mr. Wang has a Master's and Bachelor's degree in Mechanical Engineering from California State University - Sacramento (CSUS) in the USA.
Board of Directors
The Company’s Board consists of 7 Directors, all of whom come from a diverse set of backgrounds and are seasoned, reputable professionals in their respective industries. The Board consists of a chairman, 4 general Directors, and 3 Independent Directors. The 3 Independent Directors comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” Our Board aims to create and maintain a robust and well-rounded governance system to supervise and to guide the Company’s management to reinforce their effectiveness. The Board is also in charge of the environmental, social, and economic aspects of the Company and aims to maximize stakeholders’ rights.
Board of Directors Membership
| Title | Name | Gender | Education/Experience | Services concurrently with other companies |
|---|---|---|---|---|
| Chairman | Roger, Hwa-tse Liang |
Male | MSEE, Penn State U., NCTU Electronics Engineering CEO, Greatlink USA |
Director of BIZLINK TECHNOLOGY INC. Director of OPTIWORKS, INC. Director ofビズリンク株式会社 Director of BIZLINK TECHNOLOGY (IRELAND) LTD. Director of BIZLINK TECHNOLOGY (S.E.A.) SDN. BHD. Director of BIZLINK TECH, INC. Director of ACCELL CORPORATION Director of BIZCONN TECHNOLOGY INC. Director of BIZWIDE LIMITED Legal Person/Executive Director of OPTIWORKS(SHANGHAI) CO., LTD. Legal Person/ Executive Director of OPTIWORKS (KUNSHAN) CO., LTD. Director of BIZLINK (KUNSHAN) CO., LTD. Director of ASIA WICK LTD. |
| Director | Annie, Inru Kuo |
Female | MS Actuarial Georgia State Department of Physics National Kaohsiung Normal University VP, Greatlink USA |
Director of BIZLINK TECHNOLOGY INC. Director of OPTIWORKS, INC. Director ofビズリンク株式会社 Director of BIZLINK (BVI) CORP. Chairman BIZLINK INT’L CORP. Director of ZELLWOOD INTERNATIONAL CORPORATION Director of BIZLINK TECHNOLOGY (IRELAND) LTD. BIZLINK TECH, INC. Director of ADEL ENTERPRISES CORPORATION Director of ACCELL CORPORATION Director of BIZCONN TECHNOLOGY INC. Supervisor OPTIWORKS(SHANGHAI) CO., LTD. Supervisor OPTIWORKS(KUNSHAN) CO., LTD. Executive Director HUA ZHAN ELECTRONICS (SHENZHEN) CO., LTD. Director BIZCONN INTERNATIONAL CORPORATION Legal Person/Executive Director of BIZLINK INT’L ELECTRONICS (SHENZHEN)CO., LTD. Legal Person/Executive Director of BIZLINK (KUNSHAN) CO., LTD. Legal Person/Executive Director of BIZLINK ELECTRONICS (XIAMEN) CO., LTD. Legal Person/General Manager/Executive Director of XIANG YAO ELECTRONICS (SHENZHEN) CO., LTD. Legal Person/Executive Director of BIZCONN INT’L CORP. Executive Director of TONGYING ELECTRONICS (SHENZHEN) LTD. |
| Director | Felix, Chien-hua Teng |
Male | MBA, San Francisco State U., Institute of Electrical and Control Engineering of NCTU Engineering Manager, Greatlink USA |
Director ofビズリンク株式会社 Director of BIZLINK INT’L CORP. Director of BIZCONN TECHNOLOGY INC. General Manager of BIZLINK (KUNSHAN) CO., LTD. Legal Person/General Manager of HUA ZHAN ELECTRONICS (SHENZHEN) CO., LTD. Supervisor of BIZLINK ELECTRONICS (XIAMEN) CO., LTD. Director of ASIA WICK LTD. Supervisor of BIZCONN INT’L (SHENZHEN) CORP. Director of JO YEH COMPANY LIMITED Director of NANHAI JO YEH ELECTRONIC CO., LTD. |
| Director | Younger, Yan-chao Wang | Male | Master and bachelor's degree in Mechanical Engineering from California State University - Sacramento Engineering Department Manager of BIZLINK TECHNOLOGY INC. in North America Operations Department Director of BIZLINK TECHNOLOGY INC. in Shenzhen Corporate Sourcing Department Vice President of BIZLINK TECHNOLOGY INC. |
Group Sr. Vice President and President of North American Operations |
| Independent Director | Jr-Wen Huang | Male | Institute of MS-Finance, Saint Louis University(USA) Investment Dept. Supervisor in Waterland Venture Capital Co., Ltd. Investment & Research Dept. in China Development Industrial Bank Sparkle Power Inc.San Jose/Los Angles, USA |
Research Manager of Waterland Venture Capital Co., Ltd. Director of FSP TECHNOLOGY INC. Supervisor of Genepharm Biotech Corp. Supervisor of TTBio CORPORATION INC. |
| Independent Director | Chin-Teh Hsu(Note) | Male | Law Division of the Law Department of National Taiwan University Prosecutor of New Taipei District Prosecutors Office Attorney-in-Charge of De-Lun Attorneys-at-Law |
Supervisor of Chia Chang Co., Ltd. Director of APCB INC. Supervisor of FootPrintKu Inc. |
| Independent Director | Chia -Jiun Cherng | Male | MBA of National Chengchi University College of Commerce General Manager of Shihlien Fine Chemical Co., Ltd. General Manager of Digital United Inc. Senior Manager of Institute for Information Industry |
Independent Director of FSP TECHNOLOGY INC. Independent Director of Azion Co.,Ltd. |
Note: Our Independent Director, Mr. Chin-Teh Hsu, passed away on August 2021. There are currently 6 Directors remaining.
Director Candidates Nomination Mechanism
Major Resolutions of Board Meetings
| Time | Major Subject |
|---|---|
| 02.15.2020 | (1)Approved issuance of Employee Stock Options (2)Approved acquisition of Speedy Industrial Supplies Pte. Ltd. (3)Approved Citi (HK) Commercial Bank as Escrow Agent for acquisition of Speedy Industrial Supplies Ptd. Ltd. |
| 03.17.2020 | (1)Approved Year 2019 Remuneration Proposal for Directors. (2)Approved Year 2019 Incentive Pay Proposal for Employees. (3)Approved Year 2019 Consolidated Financial Statements and Business Report (4)Approved Year 2019 Proposal for Distribution of Profits. (5)Approved Year 2019 Statement on Internal Control. (6)Approved amendment to the Company's Articles of Incorporation. (7)Approved revisions to ”Management of Operation of Board Meeting”. (8)Approved revisions to ”Audit Committee Charter” and ”Management of Audit Committee Meeting Operations”. (9)Approved revisions to ”Compensation Committee Charter” and ”Management of the Operations of the Compensation Committee”. (10)Approved revisions to other management procedures. (11)Approved Proposal to Convene Year 2020 Annual General Shareholders' Meeting. (12)Approved Validation and Appointment of the Effectiveness and Independence of auditing Certified Public Accountants. (13)Approved on extension of loan terms between the Company vs 100% owned subsidiaries and between 100% Subsidiaries wholly owned by the Company. (14)Approved on early termination of loan between the Company vs 100% owned subsidiaries. (15)Approved to extend Loan Terms between Subsidiaries wholly owned by the Company. (16)Approved on the Guarantees for making of general credit limit, granted by Citibank for subsidiaries. |
| 05.07.2020 | (1)Approved Proposal to Convene Year 2020 Annual General Shareholders' Meeting (New Report Item). (2)Approved the extension and addition of bank facilities and the guarantee granted by the Company to subsidiaries. |
| 05.15.2020 | (1)Approved 2020Q1 Consolidated Financial Statements. (2)Approved to authorize the Company Chairman to decide the relevant dates for earning distribution. (3)Approved the Payment Guarantees for BizLink (BVI) Corp. Limited, a 100% owned subsidiary. (4)Approved new Loan Terms with 100% owned Subsidiaries. |
| 08.13.2020 | (1)Approved 2020Q2 Consolidated Financial Statements. (2)Approved addition and amendment of relevant regulations based on revised ” Corporate Governance Related References” issued by TWSE. (3)Approved the cash injection from the Company to the subsidiary, BizLink Tech. Inc. (4)Approved the subsidiary, BizLink Technology SRB d.o.o., acquire the currently-leased business and production premises based on the lease contract. (5)Approved new group version of ”Rule of seal management”. (6)Approved on the renewal and provision of Guarantee for Bank facility for the Compnay and related Subsidiary. (7)Approved on the new additions and revisions of Loaning of Funds between Subsidiaries. (8)Approved the Payment Guarantees for BizLink (BVI) Corp. Limited, a 100%-owned subsidiary. (9)Approved the cash injection from the Company to the subsidiary, BizLink International Corp. (10)Approved to authorize the Company Chairman to determine the endorsements/guarantees to others within certain amount. |
| 11.13.2020 | (1)Approved 2020Q3 Consolidated Financial Statements. (2)Approved 2021 Business Plan and Financial Budget. (3)Approved the 2021 Distribution Proposal of ”Phantom Stock Plan for Managers”. (4)Approved addition of ”Rule of Risk Management Policy and Procedure Management” (5)Approved 2021 Audit Plan. (6)Approved amendment of group version of ”Rule of seal management”. (7)Approved amendment of ”Rule of Management of the procedures for preparation of financial statements”. (8)Approved amendment of ”Procedures for Acquisition or Disposal of Assets”. (9)Approved amendment of ”Procedures for Loans to others”. (10)Approved amendment of ”Procedures for Endorsements/Guarantees to others” (11)Approved the new additions of Loaning of Funds between Subsidiaries. (12)Approved the extension of Endorsements/Guarantee between Subsidiaries. |
Committees
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company. The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.
Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. BizLink’s Audit Committee satisfies this statutory requirement. The Audit Committee annually conducts self-evaluation to assess the Committee’s performance and identify areas for further attention. BizLink’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to BizLink’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate. Please consult BizLink’s Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Audit Committee Membership
| Name | Membership |
|---|---|
Jr-Wen HuangIndependent Director
|
Chair/Lead |
Chin-Teh HsuIndependent Director
|
Member(Note) |
Chia-Jiun CherngIndependent Director
|
Member |
Note: The independent director Mr. Chin-Teh Hsu, passed away in August 2021.
Remuneration Committee
The Company’s Board resolved to form the Remuneration Committee in 2011 as the Company’s compensation system for Directors and managers is an integral part of corporate governance and risk management. The “Compensation Committee Charter” marked a major step towards realizing the Company’s ideal incorporate governance. The Company was selected as a constituent stock of the TWSE “Corporate Governance 100 Index” in 2016.
Remuneration Committee Membership
| Name | Membership |
|---|---|
Jr-Wen HuangIndependent Director
|
Chair/Lead |
Chia-Jiun CherngIndependent Director
|
Member |
Chien-Cheng Lin |
Member |
Corporate Governance and Sustainable Development Committee
The Board Meeting on August 8, 2018 was chaired by Mr. Chien-Hua Teng and was attended by two Independent Directors. They resolved to establish a “Corporate Governance and Sustainability Committee” This Committee is sub-divided into four task force teams, and covers corporate governance, economics, society, and the environment. They aim to establish and promote a strong set of corporate responsibility and sustainability practices to achieve better corporate governance, environmental protection, and fulfill the Company’s social responsibility. The Company conducted risk assessments of material issues in accordance with the principle of materiality of corporate social responsibility, and formulated the "Risk Management Policies and Procedures" in 2020 based on these assessments. The Committee will hold regular discussions, and make no less than one report to the Board every year.
Corporate Governance and Sustainable Development Committee Membership
| Name | Membership |
|---|---|
Chien-Hua TengDirector
|
Chair/Lead |
Jr-Wen HuangIndependent Director
|
Member |
Chia-Jiun CherngIndependent Director
|
Member |
The Communication Between the Independent Directors and Internal Audit Supervisors
Regular discussions on the audit report are conducted by the Company’s internal auditor and audit committee, and the internal audit report is made at the meeting of audit committee on a quarterly basis. The independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered. During 2020, the Company’s independent auditors did not report any irregularities.
| Date | Communication Item |
|---|---|
| 2020/3/17 | 1. 2019 Q4 Internal audit implementation and reporting 2. 2019 Internal audit assessment and“Internal Control Statement” |
| 2020/5/15 | 2020 Q1 Internal audit implementation and reporting |
| 2020/8/13 | 2020 Q2 Internal audit implementation and reporting |
| 2020/11/13 | 1. 2020Q3 Internal audit implementation and reporting 2. Propose 2021 Audit Planning |
The communication channels between the Audit Committee and the Internal Audit manager functioned well. The Company’s independent auditors have presented the findings of their review or audits when required on the Company’s financial results and other matters required by laws and regulations to Audit Committee.
| Date | Communication Item |
|---|---|
| 2020/3/17 | 2019 Audit result reporting |
| 2020/5/15 | 2020 Q1 Audit result reporting |
| 2020/8/13 | 2020 Q2 Audit result reporting |
| 2020/11/13 | 2020 Q3 Audit result reporting |
Internal Control
Internal Audit
BizLink’s Internal Audit function is an independent unit that reports directly to the Board of Directors.
The charter of Internal Audit is to review the internal controls in the company’s processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on a day-to-day basis. All parts of the company and its subsidiaries are open for review by Internal Audit.
Internal Audit works according to an annual plan, which needs to be approved by the Board of Directors. In addition, special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with feedback on the functioning of the internal control system; it gives management an additional channel to learn about existing or possible future weaknesses in the system and addresses them in a timely manner.
The company supplements the review activities by Internal Audit with documented self-assessments by the departments and operational units. Internal Audit sees to it that these activities do take place, and reviews the submissions to ensure the quality of the process; it consolidates the results of the self-assessments for the CEO and the Board of Directors.
There are three full-time employees dedicated to Internal Audit, including one VP and two staffs.
Major Internal Policies
The policies released in Chinese version only are marked in asterisk "*".
- Article of Incorporation
- Rules and Procedures of Shareholders Meeting
- Rules and Procedures of Board of Director Meetings
- Procedures for Board of Directors Performance Evaluation
- Audit Committee Charter
- Remuneration Committee Charter
- Corporate Governance and Sustainable Development Committee Charter
- Corporate Governance Principles
- Procedures for Acquisition or Disposal of Assets
- Procedures for Lending Funds to Other Parties
- Procedures for Endorsement & Guarantee
- Regulations Governing Foreign Exchange Derivative Transaction
- Ethical Corporate Management Principles
- Procedures for Ethical Management and Guidelines for Conduct
- Procedures for Handling Material Inside Information and Insider Trading
- Corporate Social Responsibility Principles
- BizLink Code of Conduct
- Method of Patent Management
- Regulations Governing Risk Management Policies and Procedures
Email: esg@bizlinktech.com
Tel: +886-2-82261000#2265
Corporate Governance Information
Corporate Governance Officer
The Board Meeting on January 1, 2020 resolved to appoint the Vice President of Strategic Investment, whom already had 3 prior years of related corporate governance experience, as the Company’s dedicated corporate governance officer. The Company’s corporate governance officer and his team are responsible for collecting and sharing information on the latest laws or regulations regarding corporate management for the Company’s Directors, and for assisting in matters related to regulatory compliance. In 2020, the cumulative number of training hours attended by the corporate governance officer on related topics was 18 hours. In 2021, it is expected to be 12 hours.
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If you have further comments about our Investor Relations, please contact us through:
- Tom Huang
- Investor Relations
- +886 2 8226 1000 Ext. 2662
- ir@bizlinktech.com
- Mike Wang
- Investor Relations
- +886 2 8226 1000 Ext. 2663
- ir@bizlinktech.com
- Paul Chou
- Deputy Spokesperson
- ir@bizlinktech.com