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Corporate Governance

Implementation Status
The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
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Performance Evaluation Results for the Board of Directors, Audit Committee, and Remuneration Committee (Board of Directors’ Report Date: January 21, 2026)
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The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
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The Implementation of Corporate Governance
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Ethical Corporate Management Practice
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Sustainable Development Practice
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Communication with Stakeholders
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The succession plan
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Intellectual Property Rights Management Fulfilling Report
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Cyber Security Risk Management Report
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Board of Directors Performance Evaluation Implementation and Results
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The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
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The Implementation of Corporate Governance
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Ethical Corporate Management Practice
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Sustainable Development Practice
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Communication with Stakeholders
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The succession plan
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Intellectual Property Rights Management Fulfilling Report
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Cyber Security Risk Management Report
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The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
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The Implementation of Corporate Governance
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Ethical Corporate Management Practice
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Sustainable Development Practice
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Communication with Stakeholders
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The succession plan
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Intellectual Property Rights Management Fulfilling Report
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Cyber Security Risk Management Report
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Board of Directors
Pursuant to our Articles of Incorporation, ZIPPY shall have 7 to 9 directors, whose terms of office shall be 3 years and can be re-elected. The Board shall have at least 3 independent directors, not less than 1/3 of total directors. More than half of the independent directors shall not serve more than three consecutive terms. The chairman of the board shall be elected by the directors. The chairman represents the company externally and oversees all important affairs of the company.
•The term of the current board of directors is from May 22, 2025 to May 21, 2028.
•ZIPPY's Board of Directors established a Remuneration Committee on Dec. 23, 2011 in accordance with Article 14-6 of the Securities and Exchange Act.

Diversity of Board Members

Zippy advocates the diversity policy of directors, to strengthen corporate governance, promote the holistic development of the Board membership, and improve the overall performance of the company.
The BOD emphasizes composition diversity such as age, gender, etc., with members equipped with various role-related knowledge, skills, and industrial backgrounds.
In order to enhance the functions of the BOD and achieve the ideal goal of corporate governance, Article 20 of ZIPPY's "Corporate Governance Best Practice Principles" states that the BOD should have the following functions:
a. Ability to make operational judgments.
b. Ability to perform accounting and financial analysis.
c. Ability to conduct management administration.
d. Ability to conduct crisis management.
e. Knowledge of the industry.
f. An international market perspective.
g. Ability to lead.
h. Ability to make policy decisions.

The specific management goals and achievements of the Company’s diversity policy are as follows:

Management Goal Achievement
Directors concurrently serving as company officers shall not exceed one-third of the total number of board members. Completed
At least two of directors shall have industry, marketing, or technology expertise. Completed

The company's board of directors consists of 7 directors (including 2 female directors) with the above abilities.
Three independent directors account for 42% of the BOD. No director is concurrently a managerial officer or other employee of the company.


Name Nationality Gender Age Legal Accounting and Financial Marketing and Technology Management Administration Knowledge of the Industry Lead and Make Policy Decisions Make Operational Judgments Conduct Crisis Management International Market Perspective
MING-CHUAN KAO R.O.C. Male 61~70 - V V V V V V V V
CHIN-WEN CHOU R.O.C. Male 61~70 - - V V V V V V V
YI-TING TSAI R.O.C. Female 31~40 - - V V V V V V V
MENG-TING ZHONG R.O.C. Male 31~40 - - V V V V V V V
HSUEH-LI LIU R.O.C. Female 61~70 - V V V V V V V V
CHONG-WEN HONG R.O.C. Male 51~60 - V V V V V V V V
WEN-KAI ZHUANG R.O.C. Male 61~70 V V V V V V V V V

Title Name Educational Background Main Experience Current Position
Chairman MING-CHUAN KAO EMBA of National Chengchi University General Manager of ZIPPY Chairman of ZIPPY
Director CHIN-WEN CHOU Executives Program, Graduate School of Business Administration of National Chengchi University Chairman and General Manager of ZIPPY Board member of ZIPPY
Director YI-TING TSAI Department of Visual Communication Design, JUST Designer of Userjoy Technology Co., Ltd.
Designer of Kudos Productions Ltd. 		Board member of ZIPPY
Director YMENG-TING ZHONG BS in Physics, National Taiwan University
MS in Biomedical Engineering, University of Southern California, USA
PhD in Mechanical Engineering, University of Michigan, USA 		Postdoctoral Researcher of the Research Center of Applied Sciences, Academia Sinica, Taiwan Board member of ZIPPY
Postdoctoral Researcher of the Research Center of Applied Sciences, Academia Sinica, Taiwan
Independent Director
Audit committee convener
Remuneration committee member		 HSUEH-LI LIU EMBA of Tulane University CFO of Dentsu Aegis Network China
CFO in GroupM China of WPP Group
CFO of Next Animation Studio Limited Taiwan Branch (HONG KONG) 		Independent Director of ZIPPY
Independent Director
Audit committee member
Remuneration committee member		 CHONG-WEN HONG EMBA of National Chengchi University
MS in Mechanical Engineering, Pennsylvania State University, USA 		VP of ShineMore Technology Materials Corporation., Ltd
Factory Director, TUC Zhongshan, China, Taiwan Union Technology Corporation 		Independent Director of ZIPPY
Independent Director
Audit committee member
Remuneration committee member 		WEN-KAI ZHUANG Bachelor of Laws, National Taipei University
Executives Program, Graduate School of Business Administration of National Chengchi University 		Chief Corporate Governance Officer and Spokesperson of Yulon Finance Co., Ltd.
General Manager of Car-plus Leasing Co., Ltd.(Suzhou), Yulon Group
General Manager of Car-plus Auto Leasing (Shanghai) Co., Ltd., Yulon Group 		Independent Director of ZIPPY
The Regulation of Evaluation of the Board of Directors
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Regulations Governing Procedure for Board of Directors Meetings
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Procedures for Election of Directors
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Audit Committee
We established the Audit Committee on 27th May, 2022.
The audit committee intends to assist the board of directors in overseeing the quality and integrity of the company's accounting, auditing, and financial
reporting processes and financial controls. Matters to be deliberated by the audit committee include:
  • Hold quarterly audit committee meetings to supervise the company's financial and business conditions and internal control system
  • Review of financial reports
  • Evaluate the effectiveness of the internal control system:
    • The audit committee evaluates the effectiveness of the Company's internal control systems, policies, and procedures (including financial, operational, risk management, information security, compliance, and other control measures) and then reviews the regular reports submitted by the audit department and the registered public accountant and management.
  • Other major issues stipulated by the company or the competent authority
Communication Between Independent Directors, Internal Audit Head, and CPA of Zippy in 2025
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Major Board Resolutions
Major board resolution of 2022
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Major board resolution of 2021
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Major board resolution of 2020
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Major board resolution of 2019
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Major board resolution of 2018
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Major board resolution of 2017
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Major board resolution of 2016
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Major board resolution of 2015
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Major board resolution of 2014
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Major board resolution of 2013
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Major board resolution of 2012
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Functional Committees
Audit Committee Charter
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Remuneration Committee Charter
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Sustainable Development Committee Charter
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Risk Management Committee Charter
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Remuneration Committee
Title Name Education Work experience Current Positions
Remuneration committee convener HSUEH-LI LIU EMBA of Tulane University CFO of Dentsu Aegis Network China
CFO in GroupM China of WPP Group
CFO of Next Animation Studio Limited Taiwan Branch (HONG KONG) 		Independent Director of ZIPPY
Remuneration committee member CHONG-WEN HONG EMBA of National Chengchi University
MS in Mechanical Engineering, Pennsylvania State University, USA		 VP of ShineMore Technology Materials Corporation., Ltd
Factory Director, TUC Zhongshan, China, Taiwan Union Technology Corporation		 Independent Director of ZIPPY
Remuneration committee member WEN-KAI ZHUANG Bachelor of Laws, National Taipei University
Executives Program, Graduate School of Business Administration of National Chengchi University		 Chief Corporate Governance Officer and Spokesperson of Yulon Finance Co., Ltd.
General Manager of Car-plus Leasing Co., Ltd.(Suzhou), Yulon Group
General Manager of Car-plus Auto Leasing (Shanghai) Co., Ltd., Yulon Group 		Independent Director of ZIPPY
2025 The Operation of The Remuneration Committee
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2023 The Operation of The Remuneration Committee
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Sustainable Development Committee
  1. ZIPPY established the "Sustainable Development Committee" under the Board of Directors in January 2019. In accordance with the Sustainable Development Committee Charter, the Committee shall convene at least once a year, and regularly report the execution results for the current year and the execution plan for the next year to the Board of Directors.
  2. The Sustainable Development Committee is composed of four members. The Chairman of the Board serves as the chairman of the Committee, and the remaining members are appointed from the Company's senior management. The main duties of the Committee include the following:
    1. Establish, promote and strengthen the company's sustainable development policies, annual plans and strategies, etc.
    2. Examine, track and revise the implementation and effectiveness of sustainable development.
    3. Supervise sustainability information disclosure matters and review sustainability reports.
    4. Supervise the implementation of the company's sustainable development principles or other work related to sustainable development approved by the board of directors.
  3. The term of the members of the Committee shall be in accordance with the term of the board of directors, and they may be re-elected for a second term.

The Sustainability Committee convened twice (A) in 2025. The professional qualifications, experience, and operational status of the Sustainability Committee are as follows.

Title Name Sustainable Expertise
and Competencies		 Attendance in Person (B) Absent or Attendance
by Proxy		 Attendance Rate (%)(B/A)
Chairman KAO, MING-CHUAN Human Resources Management Practices,
Net Zero Emissions 		1 1 50%
General Manager CHENG, CHIU-YI Responding to customer sustainability requirements,
Net Zero Emissions 		2 0 100%
Deputy General Manager LIN, CHING-HSIN Chief Corporate Governance Officer,
Net Zero Emissions 		2 0 100%
Deputy General Manager HUANG, YUNG-HSIN R&D of Energy-saving Products,
Net Zero Emissions 		2 0 100%
Date Proposal Resolution
2025/08/01 2024 Sustainability Report The Chairman put the matter before all members present and all unanimously approved without objections.
It was then submitted to the Board of Directors for resolution.
2025/10/29 The Election of Chairman The Chairman put the matter before all members present and all unanimously approved without objections.
It was then submitted to the Board of Directors for resolution.
Internal Audit
Internal Audit Department：An independent unit reports directly to the Board of Directors. There are three full time employees dedicated to Internal Audit, including one director and two staff members. Majority and Function:
  • The majority of the Audit Unit is mainly executing according to a regular annual audit plan approved by the Board of Directors and auditing special projects if necessary. The execution provides the management that the functioning of the internal control system with feedback is accordingly.
  • The internal auditors report their audit operations to the Board of Directors , each independent director on a regular basis and trace improvements to provide a basis for review and correction, with the overall goal of achieving operation within the Company.
  • The Audit Unit which supplements the Company to review activities with documented self-assessments by respective divisions and supervises to it that these activities do take place and reviews the submissions, consolidates the results of the self-assessments as the main references for the Board of Directors and the CEO in evaluating the overall effectiveness of the internal control system and issuing the Internal Control System Statement.
  • According to Zippy internal audit implementation rules approved by board of directors, appointment, dismissal, evaluation and review, salary and compensation of internal auditors shall be submitted by the chief auditor to the board chairperson for approval.
Internal Policies
Articles of Incorporation
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Regulations Governing the Acquisition and Disposal of Assets
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Regulations Governing Loaning of Funds
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Corporate Governance Best Practice Principles
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Regulation of Incentive for Informing of Unethical or Unseemly Conduct
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ZIPPY Human right and employee right policy
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Procedures for Preventing Insider Trading
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Regulations Making Endorsement and Guarantee
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Codes of Ethical Conduct
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Ethical Corporate Management Best Practice Principles
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Sustainable Development Best Practice Principles
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Supply Chain Management
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