Corporate Governance
Board of Directors
Introduction
Our Board of Directors consists of seven highly experienced and knowledgeable directors, including three independent directors. To strengthen management functions, the 'Audit Committee' and 'Remuneration Committee' are established under the Board. Both functional committees are composed entirely of independent directors. The three independent directors possess extensive expertise in finance and hotel operations, bringing the necessary knowledge, skills, and professionalism required for their roles. Led by the Chairman and the President, the team at The Landis Taipei adheres to our four core service spirits and five key steps (Heart, Sincerity, Professionalism, Inquiry, and Farewell) to ensure every guest receives professional and heartfelt service, thereby leading the company to maximize shareholder value.
The Company has established 'Procedures for Election of Directors', stipulating a candidate nomination system for all director elections. To implement corporate governance and enhance the functions of the Board, 'Regulations for Board Performance Evaluation' have been established in accordance with Article 37 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
In accordance with Article 20, Paragraph 3 of the Company's 'Corporate Governance Best-Practice Principles', the composition of the Board of Directors shall consider diversity, such as different professional backgrounds, work fields, or gender, as well as the knowledge, skills, and literacy necessary for performing their duties. To achieve the ideal goals of corporate governance, the Board of Directors as a whole should possess the following abilities:
1. Operational Judgment
2. Accounting and Financial Analysis Ability
3. Management Ability
4. Crisis Management Ability
5. Industry Knowledge
6. Global Market Perspective
7. Leadership
8. Decision-Making Ability
Board Members
| Name | Job title | Education and Experience |
|---|---|---|
| Chow Yung Yu | Chairman | Representative of Feng Hsin Co., Ltd. Master of Science in Management, Stanford University, USA Bachelor of Architecture, University of Southern California, USA Chairman, Hotel ONE Suzhou Project Designer, HOY Architects Designer, A.C. Martin and Associates, USA Registered Architect, R.O.C. (Taiwan) Licensed Architect, State of California, USA |
| Hsu Li Ping | Directors | Representative, Aussie Investment Co., Ltd. Master of Hospitality Management, University of Houston, USA Department of Business Administration, National Central University Adjunct Lecturer, Department of Business Administration, Shih Chien University Group General Manager, The Landis Taipei Managing Director, Landis Hospitality Group Brand Manager, Fashion Boutique Agency, Fairton International Co., Ltd. Business Development Manager, Fashion Boutique Agency, Fairton International Co., Ltd. |
| Ke Mei Ling | Directors | Representative, Zhi-Yuan Investment Co., Ltd. Bachelor of English Language and Literature, Chinese Culture University Director, Bogue Industrial Co., Ltd. Chairman, Zhi-Yuan Investment Co., Ltd. |
| Su Kuo Yao | Independent Director | Bachelor of Hospitality Management, California State Polytechnic University, Pomona, USA Resident Director, Junyi School of Innovation, Taitung County Director, The Grand Hotel Director, Wowprime Corp. |
| Sha Quan | Independent Directors | Ph.D. in Business Administration, National Chung Hsing University Assistant Professor Rank Specialist, Department of Hotel Management, National Kaohsiung University of Hospitality and Tourism |
| Ruan Lyu Yan | Independent Directors | Master of Accounting, National Chengchi University MBA, Syracuse University, USA Practicing CPA, Zhiyuan CPAs Practicing CPA, Laixing CPAs |
Board Diversity and Independence
- Board diversity：
- Diversity Policy：
To strengthen corporate governance and establish a sound board structure, the Company specifies in its "Corporate Governance Best Practice Principles" and "Rules for Election of Directors" that the composition of the Board of Directors shall consider diversity. In addition to the requirement that directors concurrently serving as company managers should not exceed one-third of the board seats, an appropriate diversity policy should be formulated based on operations, business models, and developmental needs. This includes, but is not limited to, two major dimensions: basic criteria and values (gender, age, nationality, and culture, etc.), and professional knowledge and skills (hospitality industry knowledge, operational judgment, accounting and financial analysis, business management, crisis management, international market perspective, leadership, decision-making abilities, etc.). - Specific Management Objectives：
The Board of Directors of the Company shall guide corporate strategy, supervise management, and be accountable to the Company and its shareholders. The operations and arrangements of its corporate governance system shall ensure that the Board exercises its powers in accordance with laws, the Articles of Incorporation, or resolutions of the shareholders' meeting. All board members possess the necessary knowledge, skills, literacy, industry decision-making, and management capabilities to execute their duties. The Company continuously arranges diverse training courses for board members to improve decision-making quality, fulfill supervisory responsibilities, and strengthen board functions. Furthermore, the Company values gender equality in board composition, aiming for at least one female director at the current stage. - The Implementation of Board Diversity Among Current Members is as Follows
The Company's current Board of Directors consists of 6 directors, including 3 independent directors and 3 corporate representative directors. There are 3 independent directors (accounting for 50%); and the goal of having 2 female directors will be surpassed in the 2025 board election. For details on the implementation of diversity, please refer to page 9 of the 2024 Annual Report, "Implementation of Board Diversity Policy by Individual Directors".
- Diversity Policy：
- Board Independence:
The Company has 3 independent directors, accounting for 50% of the entire Board. To ensure independent directors can exercise their duties objectively and avoid diminished independence due to long tenure, none of the elected independent directors have served continuously for more than 9 years. The 3 independent directors have expertise spanning finance and hotel operations. For the professional qualifications and independence of individual directors, please refer to page 6 of the 2024 Annual Report, "Disclosure of Directors' Professional Qualifications and Independent Directors' Independence." The 3 independent directors signed relevant declarations confirming their qualifications before nomination and after election, and the Company regularly reviews the independence of directors every year. It has been confirmed that all independent directors meet the independence qualifications, and no directors of the Company are spouses or relatives within the second degree of kinship. In summary, the Company's Board of Directors possesses independence, diversity, and professionalism.
Board Operations
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Functional Committees
The Company has established two functional committees under the Board of Directors: the "Audit Committee" and the "Remuneration Committee."
Audit Committee
In accordance with the Securities and Exchange Act, the Company has established an Audit Committee to replace supervisors, composed of all independent directors. To implement the spirit of corporate governance, it operates according to the "Audit Committee Charter," with the primary purpose of overseeing the following matters:
(1) Fair presentation of the Company's financial statements
(2) Appointment (dismissal), independence, and performance of the CPAs
(3) Effective implementation of the Company's internal controls
(4) The Company's compliance with relevant laws and regulations
(5) Control of existing or potential risks of the Company
Remuneration Committee
Composed of all independent directors, it operates in accordance with the Company's "Remuneration Committee Charter." Its primary duties are:
(1) Formulate and regularly review the policies, systems, standards, and structures for performance evaluation and remuneration of directors and managers.
(2) Regularly evaluate and determine the remuneration of directors and managers.
Committee Members
Operational Status
Operating Status
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Download 2025 Board and Functional Committees Performance Evaluation Results ▼
Download 2024 Board and Functional Committees Performance Evaluation Results ▼
Download 2023 Board and Functional Committees Performance Evaluation Results ▼
Download 2026 Evaluation of CPA Independence and Competence ▼
Download 2025 Intellectual Property Management Plan and Annual Implementation Report ▼
Important Internal Regulations
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Download Remuneration Committee Charter ▼
Download Audit Committee Charter ▼
Download Rules of Procedure for Board of Directors Meetings ▼
Download Scope of Duties for Independent Directors ▼
Download Rules of Procedure for Shareholders' Meetings ▼
Download Procedures for Loaning of Funds ▼
Download Procedures for Acquisition or Disposal of Assets ▼
Download Procedures for Handling Material Inside Information and Preventing Insider Trading ▼
Download Rules for Election of Directors ▼
Download Code of Ethical Conduct ▼
Download Ethical Corporate Management Best Practice Principles ▼
Download the Corporate Governance Practice Guidelines ▼
Download Sustainable Development Best Practice Principles ▼
Download Board and Functional Committees Performance Evaluation Methods ▼
Download Procedures for Applying for Suspension and Resumption of Trading ▼
Download Procedures for Handling Reports of Illegal, Unethical, or Dishonest Behavior ▼
Download Operational Guidelines for Financial and Business Transactions Between Related Parties ▼
Download Intellectual Property Rights Management Procedures ▼
Internal Audit Organization and Operations
- Purpose of Internal Audit:
To inspect and evaluate the effectiveness of internal controls, measure the efficiency and effectiveness of operations, ensure the reliability of financial reporting and compliance with relevant laws and regulations, and provide timely recommendations for improvement to ensure the continuous and effective implementation of all systems. - Internal Audit Organization Chart:
The Internal Audit Department consists of 1 person in total (1 Audit Officer), who reports directly to the Board of Directors. The appointment and dismissal of the Internal Audit Officer must be approved by a majority vote of the Board of Directors. - Internal Audit Operations:
Audit Execution:
Classified into regular and ad hoc audits. Regular audits are executed by auditors according to the plan; ad hoc audits are conducted upon the instruction of the Board of Directors or the Audit Committee.
Audit Responsibilities:
- Formulation, amendment, and execution of internal control and internal audit systems for the Company and its subsidiaries.
- Formulation, amendment, and execution of internal control and internal audit systems for the Company and its subsidiaries.
- Execute operations in accordance with the relevant provisions of the "Regulations Governing Establishment of Internal Control Systems by Public Companies."
- Attend Board of Directors meetings to report on the execution status of the audit plan.
- Based on the formulated audit plan, prepare audit reports with relevant attached documents to report identified deficiencies and improvement recommendations, and continuously track the improvement progress.
- Other ad hoc audit tasks assigned.
Corporate Governance Officer
The Board of Directors approved on August 11, 2022, the appointment of Mr. Yi-Wen Tsai, Assistant Vice President of the Finance Department, as the Corporate Governance Officer. He is responsible for corporate governance affairs and possesses over three years of managerial experience in finance and corporate governance-related units in public companies. The primary duties of the Corporate Governance Officer include handling matters related to Board of Directors, functional committees, and shareholders' meetings according to the law; assisting directors in onboarding and continuous training; providing directors with necessary information to execute their duties; and assisting directors with legal compliance.
Execution of Duties by the Corporate Governance Officer
1. Handle matters related to Board of Directors, functional committees, and shareholders' meetings, and prepare meeting minutes.
2. Assist with the meeting procedures of the Board of Directors, functional committees, and shareholders' meetings, as well as legal compliance of resolutions.
3. Assist with matters related to the onboarding of directors.
4. Promote the achievement of corporate governance evaluation indicators.
5. Arrange communication between independent directors, CPAs, and the internal audit officer.
6. Report to the Board of Directors on liability insurance for directors and key officers.
7. Conduct performance evaluations of the Board of Directors and functional committees.
Continuing Education of the Corporate Governance Officer
| Training Date | Organizer | Course Title | Training Hours |
|---|---|---|---|
| 2025.11.26 | Accounting Research and Development Foundation | Sustainability Information Preparation and Reporting Practical Workshop | 6 |
| 2025.12.16 | Accounting Research and Development Foundation | Practical Analysis of Internal Control Management for Corporate Greenhouse Gas Inventory | 6 |
Succession Planning for Board Members and Key Management
Succession Plan and Operation for Board Members
The Company's election of directors adopts a candidate nomination system in accordance with the "Articles of Incorporation." The "Corporate Governance Best Practice Principles" specify that the composition of the Board of Directors should consider diversity, and a diversity policy should be formulated based on the Company's operations, business model, and developmental needs, including but not limited to two major criteria: basic conditions and values, and professional knowledge and skills.
The structure of the Company's Board of Directors should be determined based on its business development scale and the shareholding of its major shareholders, taking into account practical operational needs.
The Company's ongoing director succession plan builds a candidate database based on the following criteria:
- Integrity, responsibility, innovation, and decision-making ability, consistent with the Company's core values, and possessing professional knowledge and skills conducive to business management.
- Possessing industry experience relevant to the Company's business operations.
- The addition of the member is expected to continuously provide the Company with an effective, collaborative, and diverse Board of Directors that meets the Company's needs.
- The overall expertise of the Board of Directors must encompass corporate strategy and management, accounting and taxation, finance, and law.
- The Company's selection process for the list of director candidates must comply with qualification reviews and relevant regulations to ensure that suitable new directors can be effectively identified and elected when board vacancies occur or when an expansion is planned.
The Company has also clearly established the "Board of Directors Performance Evaluation Methods." Through performance evaluation metrics—including control over company goals and missions, awareness of duties, participation in operations, management of internal relationships and communication, professional competencies and continuing education, internal controls, and expression of specific opinions—the effective operation of the Board is confirmed, and directors' performance is assessed to serve as a reference for future director selections.
To strengthen the functions of the Board, the Company arranges training courses for board members covering corporate governance-related topics such as finance, risk management, business, commerce, legal affairs, accounting, sustainable management, internal control systems, and financial reporting responsibilities. Each person receives at least 6 hours of continuing education per year to help directors acquire new knowledge, keep pace with the times, and familiarize themselves with their roles, functions, responsibilities, and duties on the Board, effectively implementing the corporate governance system.
Succession Plan and Operation for Key Management
Employees at or above the Assistant Vice President level are considered key management, responsible for related business management within the organization. Each management level has a designated deputy. In addition to possessing the necessary professional skills and background experience, key management's values and management philosophy must align with the Company's corporate philosophy, "Modesty and Pragmatism."
To cultivate key management and their deputies, the training mechanism includes not only professional competence and corporate governance courses but also practical on-the-job training. This is achieved by having them attend Board meetings, participate in regular internal key management meetings, and manage special projects. Furthermore, quarterly practical sharing and exchange sessions on management issues are arranged for supervisors, and monthly learning courses covering leadership, management, technology, innovation, and industry trends are provided for management to learn.
The Company conducts annual employee performance appraisals. Through daily observation and performance evaluation, we understand areas for improvement, individual development needs, and company expectations. The appraisal results serve as a reference for future succession planning.