Board Structure
DALI’s Board of Directors consists of seven members. We deeply rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Three of those seven members are Independent Directors: Director of TMU department in CTBC bank, Ms. Hsin-Fang Tasi; Founder, Chairman of Powerful Media Inc., Mr. Lin-Hsing Wang; Professor of CHENG SHIU University, Mr. Wen-Che Tseng. And two members of directors are female.
Board Responsibilities
Under the leadership of Chairman Mr. Chih Chang Hsieh, DALI’s Board of Directors takes a serious and forthright approach to its duties and is a dedicated, competent and independent Board.
The Board’s primary duty is to supervise the Company’s compliance with relevant laws and regulations, financial transparency, timely disclosure of material information, and maintaining of the highest integrity. DALI’s Board of Directors strives to perform these responsibilities through its Audit Committee and the Compensation Committee, etc.
The second duty of the Board of Directors is to evaluate the management’s performance and to appoint and dismiss officers of the Company when necessary. DALI’s management has been devoted in executing guidance of the Board, and is dedicated in running the business operations, all to achieve the best interests for DALI shareholders.
The third duty of the Board of Directors is to resolve important, concrete matters, such as strategy of acquiring lands, investment activities, dividends, etc.
The fourth duty of the Board of Directors is to provide guidance to the management team of the Company. DALI’s management reports to the Board on a variety of subjects. The management also reviews the Company’s business strategies with the Board and updates DALI’s Board on the progress of those strategies, obtaining Board guidance as appropriate.
Chih-Chang Hsieh
Chairman
Mr. Chih-Chang Hsieh has been the Chairman and President of DA-LI Development since December 2006 . Prior to DA LI Development, Mr. Hsieh was the Chairman of Chi-Yu Development and Co-founder of Lan-Yuan Development. With extensive experience in the construction and development industry, Mr. Hsieh is famous for his vision and adaptability to the market. He have a degree of MBA in National Sun Yat-sen University.
Mei-Li Huang
Director
Ms. Mei-Li Huang has been the member and of the board since December 2006. She is special assistant to chairman now and good to finance.
Wen-Lung Lin
Director
Mr. Wen-Lung Lin has been the member and of the board since 2018. He is supervisor to Run Long construction now and good to finance. He was the VP of TCB bank and the president of PANHSIN bank. He has bachelor degree of National Taichung Science and Technology University.
Yung-An Cheng
Director
Mr. Yung-An Cheng has been the member of the board since 2006. He was the supervisor of Highwealth construction.
Hsin-Fang Tasi
Independent Director
Chair, Audit Committee
Chair, Compensation Committee
Ms. Hsin-Fang Tasi has been the member of the board since 2013. She is Director of TMU department in CTBC bank now. She was a
Master of Finance in Warwick University.
Wen-Che Tseng
Independent Director
Member, Audit Committee
Member, Compensation Committee
Mr. Wen-Che Tseng has been the member of the board since 2015. He is a professor of CHENG SHIU University and has a Phd degree of National Sun Yat-sen University.
Lin-Hsing Wang
Independent Director
Member, Audit Committee
Member, Compensation Committee
Mr. Lin-Hsing Wang has been the member of the board since 2018. He founded Powerful Media Inc. and is chairman now. He was the president of CTS. He has bachelor degree of National Taiwan Sport University.
2019 Important resolutions of the boardAt the DALI's 2018 Annual Shareholders' Meeting, we complete the election of new directors of the board. The members of seven were Mr. Chih-Chang Hsieh, Ms. Mei-Li Huang, Mr. Wen-Lung Lin, Mr. Yung-An Cheng, Ms. Hsin-Fang Tasi, Mr. Wen-Che Tseng, Mr. Lin-Hsing Wang. Ms. Hsin-Fang Tasi, Mr. Wen-Che Tseng and Mr. Lin-Hsing Wang were independ directors. Their academic backgrounds and experiences are listed in the table below:
| Name | Education & Professional Qualifications | Major Past Positions | Current Positions |
|---|---|---|---|
| Chih-Chang Hsieh | MBA dgree of National Sun Yat-sen University. | The Chairman of Chi-Yu Development and Co-founder of Lan-Yuan Development. | DALI Development Co., Ltd. Chairman and general manager (WAN CHIA HSING investment) |
| Mei-Li Huang | - | - | DALI Development Co., Ltd. Special assistant to the chairman (WAN CHIA HSING investment) |
| Wen-Lung Lin | National Taichung Science and Technology University | The VP of TCB bank & The president of PANHSIN bank | Supervisor to Run Long Construction (Time Winner investment) |
| Yung-An Cheng | - | The supervisor of Highwealth Construction | (Time Winner investment) |
| Hsin-Fang Tasi | Master of Finance in Warwick University | - | Director of TMU department in CTBC bank |
| Wen-Che Tseng | Phd degree of National Sun Yat-sen University | - | Professor of CHENG SHIU University |
| Lin-Hsing Wang | National Taiwan Sport University | The president of CTS | The Chairman of Powerful Media The Chairman of Ching Hsi Men Media |
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 following major matters:
- Financial reports
- Auditing and accounting policies and procedures
- nternal control systems and including related policies and procedures
- Material asset or derivatives transactions
- Material lending funds, endorsements or guarantees
- Offering or issuance of any equity-type securities
- Derivatives and cash investments
- Legal compliance
- Related-party transactions and potential conflicts of interests involving executive officers and directors
- Ombudsman reports
- Fraud prevention and investigation reports
- IT security
- Corporate risk management
- Performance, independence, qualification of independent auditor
- Hiring or dismissal of an attesting CPA, or the compensation given thereto
- Appointment or discharge of financial, accounting, or internal auditing officers
- Assessment of Committee Charter and fulfillment of Audit Committee duties
- Assessment of the Committee’s performance, etc
Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. DALI’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.
DALI’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 DALI’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.
The Committee meets at least once every quarter. Please consult DALI’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Compensation Committee
The Compensation Committee assists the Board in discharging its responsibilities related to DALI’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of DALI’s directors of the Board and executives.
The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to DALI’s Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. The Compensation Committee is comprised of all three independent directors.
The Committee meets at least twice a year. Please consult DALI’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Board Committee Membership
| Name | Audit Committee | Compensation Committee |
|---|---|---|
| Hsin-Fang Tasi (Independent Director) | V (Chair) | V (Chair) |
| Wen-Che Tseng (Independent Director) | V | V |
| Lin-Hsing Wang (Independent Director) | V | V |
DALI’s Internal Audit function is an independent unit that reports directly to the Board of Directors. Besides informing the Board during its ordinary meetings, it briefs the Chairman, the Board Audit Committee on a quarterly and on as needed basis.
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.
The majority of the audit work is executed according to an annual plan, which needs to be approved by the Board of Directors. Such plan will take into account risks that have been identified. Special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with objective assurance and insight 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, which allows management to address them in a timely manner.
The company supplements the review activities by Internal Audit with documented self-assessments by the divisions and all subsidiaries. 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 Board Audit Committee and the Board of Directors.
There is one full time employee dedicated to Internal Audit in DALI.