Corporate Governance

Implementation Status

The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
The Implementation of Corporate Governance
Ethical Corporate Management Practice
Sustainable Development Practice
Communication with Stakeholders
The succession plan
Intellectual Property Rights Management Fulfilling Report
Cyber Security Risk Management Report
The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
The Implementation of Corporate Governance
Ethical Corporate Management Practice
Sustainable Development Practice
Communication with Stakeholders
The succession plan
Intellectual Property Rights Management Fulfilling Report
Cyber Security Risk Management Report
The Report of Risk Management Assessment and The Current Status of Risk Already Incurred
The Implementation of Corporate Governance
Ethical Corporate Management Practice
Sustainable Development Practice
Communication with Stakeholders
The succession plan
Intellectual Property Rights Management Fulfilling Report
Cyber Security Risk Management Report
Organization Chart

Organization Chart and Functions of Main Departments
Board of Directors

According 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 1/5 of total directors. 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 Jun. 5, 2022 to Jun. 4, 2025.
•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.

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 company's board of directors consists of 7 directors (including 3 independent directors) with the above abilities.
The average term of office of ZIPPY’s directors is more than 10 years, and 2 independent directors stay over 3 years.
The Board members are all from our country, and all the three independent directors account for 42%, one woman independent director included.
One director who is also an employee accounts for 14%. All directors are over 60 years old.

Diversity of Board Members
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
CHIN-WEN CHOU R.O.C. Male 61~70 - - V V V V V V V
MING-CHUAN KAO R.O.C. Male 61~70 - V V V V V V V V
CHIN-SHAN TSAI R.O.C. Male 61~70 - - V V V V V V V
YEN-YEN CHUNG R.O.C. Male 61~70 - - V V V V V V V
TSAI-FA CHOU R.O.C. Male 71~80 - V V V V V V V V
KUANG-HUNG CHEN R.O.C. Male 61~70 - V V V V V V V V
HSUEH-LI LIU R.O.C. Female 61~70 - V V V V V V V V

Title Name Educational Background Main Experience Current Position
Director CHIN-WEN CHOU Executives Program, Graduate School of Business Administration
National ChengChi University(NCCU)
The Chairman of Board of Directors and General Manager of Zippy Technology Corporation The Chairman of Board of Directors of Zippy Technology Corporation
Director MING-CHUAN KAO MBA of NCCU General Manager and Vice President of Zippy Technology Corporation General Manager and Director of Zippy Technology Corporation
Director CHIN-SHAN TSAI MBA of National Taiwan University Vice President of Zippy Technology Corporation Director of Plant Factory Association
Director of Zippy Technology Corporation
Director YEN-YEN CHUNG MBA of National Taipei University The Chairman of Board of Directors and General Manager of Zippy Technology Corporation Director of LYDSEC Digital Technology
Director of PO-HSU Enterprise Co.
Director of HUAN-SHANG Enterprise Co.
Independent Director
Audit committee convener
Remuneration committee member
TSAI-FA CHOU Master of University of St. Thomas
Master of Tamkang University
Vice President of Dun-xin construction company
The Chairman of Board of Directors of RUEI CHI Digital Technology
Director and Vice President of BES Engineering Corporation
General Manager of Chunchi Construction Co., Ltd.
Independent Director of Zippy Technology Corporation
Independent Director
Audit committee member
Remuneration committee member
KUANG-HUNG CHEN MBA of NCCU Senior Management Consultant of Zhenguan Consultant Co., Ltd. Senior Management Consultant of Zhenguan Consultant Co., Ltd.
Independent Director of Zippy Technology Corporation
Independent Director
Audit committee member
HSUEH-LI LIU EMBA of Tulane University CFO of Active Animation CO., LTD.
CFO of NEXT ANIMATION STUDIO LIMITED TAIWAN BRANCH (HONG KONG)
CFO of Aegis Network China
CFO in GroupM China of WPP Group
Chairperson of Entropy Co., LTD
Independent Director of Zippy Technology Corporation
The Regulation of Evaluation of the Board of Directors
Regulations Governing Procedure for Board of Directors Meetings
Procedures for Election of Directors
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
Major Board Resolutions

Major board resolution of 2022
Major board resolution of 2021
Major board resolution of 2020
Major board resolution of 2019
Major board resolution of 2018
Major board resolution of 2017
Major board resolution of 2016
Major board resolution of 2015
Major board resolution of 2014
Major board resolution of 2013
Major board resolution of 2012
Functional Committees

Audit Committee Charter
Remuneration Committee Charter
Sustainable Development Committee Charter
Risk Management Committee Charter
Sustainable Development Best Practice Principles
Remuneration Committee

Title Name Education Work experience Current Positions
Chairman CHOU, CHAI-FA Master's degree from the University of St. Thomas, USA
Master of Business Administration (MBA) from Tamkang University
Deputy General Manager of Dunxin Construction Co., Ltd
Chairman of MARKT Co., Ltd.
Director and Deputy General Manager of BES ENGINEERING CORPORATION
General Manager of Chuen Chyr Group Construction
Independent Director of ZIPPY TECHNOLOGY CORP
Member CHEN, HUANG-HUNG Master's degree in Business Administration (MBA) from the College of Commerce, National Chengchi University Senior Management Consultant of Zhenguan Consultant Co., Ltd. Senior Management Consultant of Zhenguan Consultant Co., Ltd.
Independent Director of ZIPPY TECHNOLOGY CORP
Member WU, SHUEN-TE Ph.D. in Electrical and Control Engineering from National Chiao Tung University Associate Professor in the Department of Mechanical and Electrical Engineering
National Taiwan Normal University
Senior Manager of Inventec Multimedia & Telecom Corp
Associate Professor in the Department of Mechanical and Electrical Engineering
National Taiwan Normal University.
Independent Director of ZIPPY TECHNOLOGY CORP
2023 The Operation of The Remuneration Committee
Internal Audit

Internal Audit Department:An independent unit reports directly to the Board of Directors. There are four full time employees dedicated to Internal Audit, including one director and three 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
Regulations Governing the Acquisition and Disposal of Assets
Regulations Governing Loaning of Funds
Corporate Governance Best Practice Principles
Regulation of Incentive for Informing of Unethical or Unseemly Conduct
ZIPPY Human right and employee right policy
Procedures for Preventing Insider Trading
Regulations Making Endorsement and Guarantee
Codes of Ethical Conduct
Ethical Corporate Management Best Practice Principles
Supply Chain Management