Board Members

Corporate Governance: Board of Directors

Board Members

TitleNameMajor Experiences and Education
ChairmanChen-I Hsu• Master of Business Administration from Swiss School of Management • General Manager of TTFB Company Limited
Corporate DirectoZhe Tai Co., Ltd.
Board DirectorZhe Tai Co., Ltd. Representative: Dun-Fung Woo• Master's in International Business Management, National Taiwan University • Dual Bachelor's Degrees in Economics and Art History, Tufts University • Former Brand Manager, Greater China, PepsiCo • Executive Director, TTFB Charitable Foundation
Board DirectorZhe Tai Co., Ltd. Representative: Wen-Hsu Liao• Bachelor's Degree in Accounting, Soochow University • Certified Public Accountant, Lipin Accounting Firm
Board DirectorDa-Long Sun• Bachelor's Degree in Law, National Taiwan University • Attorney at Law, Sun T Link Law Office
Independent DirectorShih-Hsien Shih• Bachelor's Degree in Public Finance and Master's Degree in Accounting, National Chengchi University • Partner, Great Asia CPA Firm
Independent DirectorChiung-Hua Juan• Master's Degree in Accounting, National Taiwan University • Certified Public Accountant, Yuanhe CPA Firm
Independent DirectorHong-So Chen• Bachelor's Degree in Transportation Engineering and Management, National Chiao Tung University • Founder and Chairman, One AD Agency

Major Resolutions of Board Meetings

year
DateMajor Resolutions
2023/03/01
  1. Proposed case for the appointment of Remuneration Committee members
2023/03/29
  1. The Company's operating plan for the year 2023
  2. "Effectiveness Assessment of Internal Control System" and "Statement of Internal Control System" for the year 2022
  3. The financial statement book of the Company for the year 2022.
  4. The Company's profit distribution plan for the year 2022.
  5. The remuneration distribution proposal for employees and directors in 2022
  6. Resolutions of the Compensation Committee
  7. The amendment to certain provisions of the Company's "Internal Control System"
  8. Greenhouse Gas Inventory and Verification Schedule Planning of TTFB Restaurant Group's Subsidiary
  9. The amendment of certain clauses in the Company's "Procedure for Disposal or Acquisition of Assets".
  10. Application for financing and derivative product trading limit case
  11. The Company has booked accounts receivable/other receivables/prepayments/deposited guarantees that exceed the normal credit/trade period of more than three months and are of significant amount. We are evaluating whether to reclassify it as a case of funds lending.
  12. Case of re-election of the Company's Directors
  13. Nomination of directors and review of independent director qualifications case
  14. Lifting of non-competition restrictions for newly appointed directors and their representatives' case
  15. To propose the date, location, and agenda for the 2023 annual shareholders' meeting of the Company.
  16. It is proposed to pre-approve the accounting firm and its related enterprises to provide non-certification services(non-assurance services) to the Company and its subsidiaries.
  17. The proposal to increase the total budget for the construction of the Company's new global R&D center building is being considered.
2023/04/17
  1. The Company's major project tender for the overall construction of the new global research and development center building.
2023/05/02
  1. The Company plans to increase the capital of its subsidiary, So Delicious Restaurant Management Co., Ltd., and then reinvest in its subsidiary, Taiwan's Top F&B Co., Ltd.
  2. The case of our subsidiary, Taiwan's Top F&B Co., Ltd., investing in its subsidiary, Orange Food Investment Co., Ltd.
  3. Appointment and dismissal case of the Company's financial and accounting executive
2023/05/08
  1. Resolutions of the Compensation Committee
  2. The Assessment Case of the Suitability and Independence of the Certified Public Accountant of The Company
  3. The Company has booked accounts receivable/other receivables/prepayments/deposited guarantees that exceed the normal credit/trade period of more than three months and are of significant amount. We are evaluating whether to reclassify it as a case of funds lending.
  4. The Company's 2022 earnings capitalization to issue new shares plan.
  5. The proposed amendments to some articles of the Company's "Corporate Governance Practice Code".
  6. The proposed amendments to certain articles in the "Whistleblowing System Regulations" of the Company.
  7. The establishment of the Company's "Anti-Bribery and Anti-Corruption Policy" and "Anti-Bribery and Anti-Corruption Management System Manual".
  8. The Company's land sale case
  9. The Company's major project tender for the overall construction of the new global research and development center building.
  10. The appointment case of the Corporate Governance Supervisor of the Company
  11. Proposed appointment of Remuneration Committee members
  12. Application for financing amount case
  13. Review the list of director and independent director nominees proposed by shareholders holding more than one percent of the shares at the annual general meeting of the Company in 2023.
  14. To propose the date, location, and agenda for the 2023 annual shareholders' meeting of the Company.
2023/06/13
  1. The Company plans to increase its capital in its subsidiary, So Delicious Restaurant Management Co., Ltd.
  2. The Company's major engineering project for the "fine decoration contract project" of the new global R&D center building has been awarded.
  3. The major project of the overall engineering case for the newly established Global R&D Center Building of the Company, the groundbreaking case of the first floor, fourth floor, and fifth floor under the "Slab Subcontracting Project", has been finalized.
  4. Branch Relocation Case
2023/06/19
  1. Appointment of Chairman case
2023/07/28
  1. The matters related to the ex-dividend date and other related issues for the distribution of the Company's profits.
  2. It is proposed to pre-approve the accounting firm and its related enterprises to provide non-certification services(non-assurance services) to the Company and its subsidiaries.
2023/08/08
  1. The Company has booked accounts receivable/other receivables/prepayments/deposited guarantees that exceed the normal credit/trade period of more than three months and are of significant amount. We are evaluating whether to reclassify it as a case of funds lending.
  2. Proposed appointment of Remuneration Committee members
  3. The Company plans to increase capital in its subsidiary (So Delicious Restaurant Management Co., Ltd.) and then reinvest in the subsidiary case.
2023/11/09
  1. The Company has booked accounts receivable/other receivables/prepayments/deposited guarantees that exceed the normal credit/trade period of more than three months and are of significant amount. We are evaluating whether to reclassify it as a case of funds lending.
  2. The internal audit plan of the Company for the year 2024
  3. The Company's "Anti-Bribery and Anti-Corruption Policy" and "Manual of Anti-Bribery and Anti-Corruption Management System" revision case.
  4. Renewal case of directors and officer liability insurance(D&O)
  5. Resolutions of the Compensation Committee
  6. Application for financing and derivative products trading limit
2023/12/11
  1. The Company intends to issue the second domestic unsecured convertible corporate bond.
  2. The Company plans to increase the capital of the subsidiary (So Delicious Restaurant Management Co., Ltd.) and then reinvest in the US case.
  3. Proposed to approve the general manager's case
  4. Retroactive recognition of the lease agreement case between the Company and the related party Zhe Tai Co., Ltd.