At the shareholders' meeting held on May 28, 2024, Medigen's Chairman, Dr. Stanley Chang (Shi-Chung Chang), was re-elected as a member of the Board. Following the meeting, the Board convened and elected Dr. Chang to continue serving as Chairman and President.
Medigen's Board of Directors comprises experts from various sectors, including industry, academia, biotechnology, medical sciences, and finance. Each director possesses professional expertise or practical experience in areas such as business operations, legal affairs, finance, accounting, international strategy, leadership, and other competencies essential to the Company's operations. The current Board consists of eight members: Director Stanley Chang, Director Tse-Ling Chang, Director Tzu-Liang Huang, Director Min-Li Chuang, Independent Director Shui-Ming Chuang, Independent Director Pei-Wei Chen, Independent Director Sheue-Rong Lin, and Independent Director Jou-Kou Wang.
Board of Directors
Responsibilities of the Board of Directors
The Board of Directors is responsible for guiding the Company's strategy, overseeing management, and making decisions on significant matters, acting in the best interests of the Company and its shareholders. The Board ensures that its powers are exercised in accordance with applicable laws, the Company's Articles of Incorporation, and resolutions of the shareholders' meeting. The Board shall perform the following duties:
- Formulation of the Company's operational plans.
- Approval of annual financial reports and second-quarter financial reports subject to CPA audit and attestation.
- Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system.
- Establishment or amendment of procedures for material financial and operational acts, including acquisition or disposal of assets, engagement in derivatives trading, lending of funds to others, and provision of endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
- Fundraising, issuance, or private placement of equity-type securities.
- Election or removal of the Chairperson of the Board.
- Appointment or dismissal of the chief officers of finance, accounting, or internal audit.
- Donations to related parties, or material donations to non-related parties; provided that donations for emergency relief or charitable purposes in response to major natural disasters may be ratified at the next Board meeting.
- Matters required by Article 14-3 of the Securities and Exchange Act, other laws, the Articles of Incorporation, or resolutions of the shareholders' meeting, as well as other material matters required by the competent authority.
Diversity and Independence of the Board of Directors
The Company has specified in the "Corporate Governance Best Practice Principles" and the "Rules for Election of Directors" that the board members are selected on the basis of merit and have diverse and complementary abilities across industry sectors, including basic composition (e.g., age, gender, and nationality), their individual industry experience and relevant skills (e.g., biotechnology, medicine, finance and accounting, marketing, and law) as well as business judgment, operational management, leadership, and crisis management. In order for the Board of Directors to accomplish the preferred governance goals of the Company, Article 20 of the Company's Corporate Governance Code stipulates that the Board of Directors shall generally be equipped with the following capabilities:
1. Operational judgment, 2. Ability to perform accounting and financial analysis, 3. Management ability, 4. Crisis handling capabilities, 5. Industrial knowledge, 6. International market perspective, 7. Leadership skills, 8. Decision-making skills.
The Company's goal is to ensure that it has no less than three independent directors, the independent directors account for no less than one-third of all the board members, directors concurrently serving as company personnel should not exceed one-third of the total number of the board members, and the Company has at least two female directors. The Company's Board of Directors has eight directors (including four independent directors), the independent directors account for 50% of all board members. 1 director serves as an employee and accounts for 12.5% of the board; 3 female directors account for 37.5% of the board. The independent directors are not related to other director, and no more than half of the directors are related to each other as spouses or relatives within second degree of kinship, which is in line with the Company's diversity objectives and independence criteria. The Company's Board of Directors is composed of experts from the industry, academia, biotechnology, healthcare, and finance and accounting. They have the necessary expertise or experience in operational decision making, business, law, finance, accounting, international perspectives, leadership, or expertise in other businesses of the Company.
In 2025, the board aims to maintain at least three female directors after the re-election of directors and ensure that more than half of the independent directors serve no more than three consecutive terms.
The policy on diversification of board members and implementation are shown in the table below：
1. Operational judgment, 2. Ability to perform accounting and financial analysis, 3. Management ability, 4. Crisis handling capabilities, 5. Industrial knowledge, 6. International market perspective, 7. Leadership skills, 8. Decision-making skills.
The Company's goal is to ensure that it has no less than three independent directors, the independent directors account for no less than one-third of all the board members, directors concurrently serving as company personnel should not exceed one-third of the total number of the board members, and the Company has at least two female directors. The Company's Board of Directors has eight directors (including four independent directors), the independent directors account for 50% of all board members. 1 director serves as an employee and accounts for 12.5% of the board; 3 female directors account for 37.5% of the board. The independent directors are not related to other director, and no more than half of the directors are related to each other as spouses or relatives within second degree of kinship, which is in line with the Company's diversity objectives and independence criteria. The Company's Board of Directors is composed of experts from the industry, academia, biotechnology, healthcare, and finance and accounting. They have the necessary expertise or experience in operational decision making, business, law, finance, accounting, international perspectives, leadership, or expertise in other businesses of the Company.
In 2025, the board aims to maintain at least three female directors after the re-election of directors and ensure that more than half of the independent directors serve no more than three consecutive terms.
The policy on diversification of board members and implementation are shown in the table below：
| Title | Chairman | Director | Independent Director | |||||
|---|---|---|---|---|---|---|---|---|
| Name | Shi-Chung Chang | Tse-Ling Chang | Tzu-Liang Huang | Min-Lee Chuang | Shui-Ming Chuang | Pei-Wei Chen | Sheue-Rong Lin | Jou-Kou Wang |
| Gender | Male | Female | Male | Female | Male | Male | Female | Male |
| Country of Citizenship | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China |
| Age | 66-70 | 66-70 | 66-70 | 66-70 | 71-75 | 51-55 | 60-65 | 66-70 |
| Concurrently an employee of the Company | ||||||||
| Business | ||||||||
| Biotechnology and medicine | ||||||||
| Finance/ accounting | ||||||||
| Law | ||||||||
| Marketing | ||||||||
| Information security | ||||||||
| Leadership Skills | ||||||||
| Decision-making ability | ||||||||
| International market perspective | ||||||||
| Knowledge of the industry | ||||||||
| Financial management skills | ||||||||
| Operation management | ||||||||
| Business development | ||||||||
| Risk management / crisis management | ||||||||
| Environmental sustainability | ||||||||
| Social engagement | ||||||||
Board Member Biographies
Education
- M.D., School of Medicine, National Taiwan University
- Ph.D., National Medical Laser Centre, University College London (UCL), UK
Professional experience
- Dean, College of Medicine at Tzu Chi University.
- Director, Department of Urological Surgery, Tzu Chi Hospital.
- Attending Physician, National Taiwan University Hospital.
- General Manager, Medigen Biotechnology Corp.
Current position
- Director, U-GEN Biotechnology Inc.
- Chairman, TBG Biotechnology Corp.
- Director, TBG Diagnostics Ltd.
- Chairman, Medigen Biotechnology Corp. (Beijing)
- Chairman, Medigen Biotechnology Corp. (Xiamen)
- Director, TBG Biotechnology (Xiamen) Inc.
- Chairman of Yingxin Investment (Stock) Company.(Note3)
- Representative of corporate director, Winston Medical Supply Co., Ltd.
- Chairman, UMO International Co., Ltd.
- Chairman, Shiny Lily Co., Ltd.
- Director, TDL Holding Co.
Education
- B.A., Business Administration, University of Sussex, UK
Professional experience
- Chairman, Everspring Industry Co., Ltd.
- Chairman, WorldTrend Co., Ltd.
Current position
- Chairman, Everspring Industry Co., Ltd.
- Representative of Corporate Director and Chairman, WorldTrend Co., Ltd.
- Chairman and President, Everspring Industry (S) Pte Ltd.
- Representative of Corporate Director and Chairman and President, Everspring Tech USA Inc.
- Representative of Corporate Director, Tung Sheng Development Co., Ltd.
- Representative of Corporate Director and Chairman, Hua Chen Apartment Building Management and Maintenance Co., Ltd.
Education
- B.A. in Tourism, Chinese Culture University
Professional experience
- Chairman, Hsu Chai Wealth Management.
- Chairman and Director Representative of Uniin Technology Co., Ltd.
Current position
- Chairperson, Tung Chuang Investment Holding Co., Ltd.
- Chairman, Meta Biotechnology Company Limited.
- Director, Everspring Industry Co., Ltd.
- Chairman, Everspring Cultural and Educational Foundation
- Representative of Corporate Director, WorldTrend Co., Ltd.
- Director, Tung Fu Construction Co., Ltd.
- Director, Tung Neng Construction Co., Ltd.
- Representative of Corporate Director, Hua Chen Apartment Building Management and Maintenance Co., Ltd.
- Board of Directors of Tong-Hsi Construction Co., Ltd.
Education
- B.A., Department of Social Sciences, Open University
- M.A., Political Science, Chinese Culture University
Professional experience
- Vice President/Director, Ta Ching Construction Co., Ltd.
- Director, Ta Ching Bills Finance Corporation
Current position
- Vice President, Ta Ching Construction Co., Ltd.
- Vice Chairman, Good Finance Securities Co., Ltd.
Education
- LL.B., Department of Law, National Taiwan University
Professional experience
- Prosecutor, Taiwan Taipei District Prosecutors Office
- Prosecutor, Taiwan Kaohsiung District Prosecutors Office
- Judge, Taiwan Taipei District Court
- Judge, Taiwan Banqiao District Court
Current position
- Principal Attorney, Pan Law Firm
Education
- M.Acc., National Chung Cheng University
Professional experience
- Deputy Manager, Deloitte & Touche
- CPA, Solomon & Co., CPAs
- Lecturer, Department of Accounting, Chungyu Institue of Technology
- Lecturer, National Taipei College of Business
- CPA, Wei Chuang CPA Firm
Current position
- CPA, Weide CPAs.
- Director, Chun Chuang Wealth Management Consulting Co., Ltd.
- Independent Director, Les enphants Co., Ltd.
Education
- B.A., Public Health, National Taiwan University
- M.A., Epidemiology Research, Johns Hopkins University
- Doctoral research in Epidemiology, National Taiwan University
Professional experience
- Director/Division Chief, Centers for Disease Control, Ministry of Health and Welfare
- Director, Taoyuan County Health Bureau
- Director, Food Hygiene Division, Department of Health, Executive Yuan
- Deputy Director-General, Food and Drug Administration, Department of Health, Executive Yuan
- Counselor, Department of Health, Executive Yuan
- Director, New Taipei City Health Bureau
Current position
- CEO, Public Health and Liver Disease Prevention and Control Promotion, Liver Disease Prevention and Treatment Research Foundation
Education
- Ph.D., Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University
- EMBA, Graduate Institute of Business Administration, National Taiwan University
Professional experience
- Deputy Superintendent, National Taiwan University Hospital
- Professor, Department of Pediatrics, College of Medicine, National Taiwan University
- Director, Division of Pediatric Cardiology, National Taiwan University Hospital
Current position
- Director, Division of Pediatric Cardiology, National Taiwan University Hospital
- Director/Supervisor, Taiwan Society of Cardiology
- Independent Director, AnTai Technology Co., Ltd.
Significant Resolutions of the Board
| Date | Important resolutions |
|---|---|
| 2025-05-12 |
|
| 2025-03-10 |
|
| 2025-01-16 |
|
Procedures for the Election of Directors
All directors are elected in accordance with the Company's “Rules for the Election of Directors” through a candidate nomination system. The professional qualifications, shareholding requirements, restrictions on concurrent positions, criteria for determining independence, as well as the nomination and election procedures and other applicable matters relating to independent directors, are handled in compliance with the relevant regulations of the competent securities authority.
For the current term of independent directors, in accordance with the above regulations, the candidates were reviewed and approved by the Board of Directors. During the public nomination period, shareholders submitted nomination applications to the Company along with the required supporting documents. The final election was conducted at the shareholders' meeting from the list of nominated candidates.
For the current term of independent directors, in accordance with the above regulations, the candidates were reviewed and approved by the Board of Directors. During the public nomination period, shareholders submitted nomination applications to the Company along with the required supporting documents. The final election was conducted at the shareholders' meeting from the list of nominated candidates.