Corporate Governance
Jioushun upholds sound corporate governance as the foundation of sustainable growth, safeguarding the rights of shareholders and stakeholders through a transparent and accountable governance structure.
Board of Directors
In accordance with the Company’s Articles of Incorporation, the election of directors adopts the candidate nomination system stipulated in Article 192-1 of the Company Act.
At the 2025 Annual General Meeting of Shareholders, the Company elected seven directors (including three independent directors) for a term commencing on June 2, 2025, and ending on June 1, 2028.
All members of the Board of Directors faithfully discharge their duties and exercise the care of a prudent administrator, carrying out their responsibilities with a high degree of self-discipline and prudence. The independent directors perform their duties in accordance with relevant laws, regulations, and the Company’s Articles of Incorporation, thereby safeguarding the interests of the Company and its shareholders.
To achieve the objectives of corporate governance, the primary tasks of the Company’s Board of Directors and independent directors include:
- Establish effective and appropriate internal control systems
- Select and supervise managers
- Review the company’s management decisions and operational plans
- Review the company’s financial objectives
- Oversee the company’s operating results
Oversee and manage risks facing the company
- Ensure the company’s compliance with relevant laws and regulations
- Plan the company’s future strategic direction
- Build and maintain the company’s corporate image and fulfill social responsibilities
- Appoint experts such as accountants or lawyers
- Education/Experience: Executive Master of Business Administration (EMBA), National Chengchi University; M.S. in Construction Engineering, National Taiwan University of Science and Technology; President, Jioushun Construction Co., Ltd.
- Current Concurrent Positions: Chairman, Jiujun Construction Co., Ltd.; Representative, Jishun Investment Co., Ltd.
- Education/Experience: National Kaohsiung Institute of Technology; Vice Chairman, Jioushun Construction Co., Ltd.; Deputy General Manager, Jioushun Construction Co., Ltd.
- Current Concurrent Positions: General Manager, Jiujun Construction Co., Ltd.; Representative, Boyu Investment Co., Ltd.
- Education/Experience: Ming-Li Elementary School; Representative, Chiaoyi Construction Co., Ltd.
- Current Concurrent Positions: Representative, Chiaochun Engineering Co., Ltd.
- Education/Experience: M.A. in Russian Language and Literature, Chinese Culture University; Deputy Manager, Marketing Division, Taiwan Land Development Corporation
- Current Concurrent Positions: Manager, Public Relations Office, Jioushun Construction Co., Ltd.
- Education/Experience: Legal Affairs Department, Ministry of Justice; Attorney, Datong United Law Firm; Attorney, Judeh International Law Firm; Attorney, Wuhan Law Firm
- Current Concurrent Positions: Principal Attorney, Fang Cheng-Ju Law Firm
- Education/Experience: Independent Director, Hsin Fu Hsing Microwave Communication Co., Ltd.; Independent Director, Tayeh Tire Co., Ltd.
- Current Concurrent Positions: Independent Director, Hsin Fu Hsing Microwave Communication Co., Ltd.; Independent Director, Tayeh Tire Co., Ltd.; Principal CPA, Weiyuan United CPA Firm
- Education/Experience: Senior Manager (Deputy Vice President), Corporate Banking Department, Capital Securities Corporation
- Current Concurrent Positions: Representative, Duoya Management Consulting Co., Ltd.; Representative, Zaiming International Industrial Co., Ltd.
Major Shareholders
| Rank | Shareholder | Shares Held | Shareholding (%) |
|---|---|---|---|
| 1 | Bona Investment Co., Ltd. | 6,005,611 | 13.26 |
| 2 | Qiaoqun Investment Co., Ltd. | 4,859,525 | 10.73 |
| 3 | Jishun Investment Co., Ltd. | 4,778,100 | 10.55 |
| 4 | Hongshun Investment Co., Ltd. | 4,636,488 | 10.24 |
| 5 | Yipin Investment Co., Ltd. | 3,069,566 | 6.78 |
| 6 | Lin Shih Chen | 1,422,332 | 3.14 |
| 7 | Xingrui Investment Co., Ltd. | 948,051 | 2.09 |
| 8 | Chu Wu Hung | 876,110 | 1.94 |
| 9 | Lee Wen Piao | 854,000 | 1.89 |
| 10 | Chiang Su Hsia | 816,395 | 1.80 |
Independence Status
Name | Professional Qualifications & Experience | Independence Status | No. of Other Public Company Independent Directorships Held |
| Fang Cheng-Ju | Former attorney at Datong United Law Firm, Judeh International Law Firm, and Wuhan Law Firm. Currently Independent Director and member of the Audit and Remuneration Committee of the Company, and Principal Attorney of Fang Cheng-Ju Law Firm, with legal qualifications and relevant legal work experience. | Meets all independence criteria under applicable regulations | None |
| Yao Wen-Liang | Currently Independent Director and member of the Audit and Remuneration Committee of the Company, Principal CPA of Weiyuan United CPA Firm, Independent Director of Hsin Fu Hsing Microwave Communication Co., Ltd., and Independent Director of Tayeh Tire Co., Ltd., with CPA qualifications and relevant financial/accounting work experience. | Meets all independence criteria under applicable regulations | 2 |
| Chen Tsung-Mao | Former Senior Manager, Corporate Banking Department, Capital Securities Corporation. Currently Independent Director and member of the Audit and Remuneration Committee of the Company, and Independent Director of Sanding Biotech Co., Ltd., with relevant financial/accounting work experience. | Meets all independence criteria under applicable regulations | None |
Implementation of membership diversity
Board Performance Evaluation
To strengthen corporate governance and enhance Board functionality, the Company established its “Performance Evaluation Measures for the Board of Directors, Directors, and Managers” on December 13, 2019 (ROC Year 108), as approved by the Board of Directors. This policy requires an internal Board performance evaluation to be conducted at least once per year, covering self-assessments by the Board, functional committees, and individual directors. Results have been recorded annually via self-assessment questionnaires since 2019, distributed each December, and reported to the Board at its nearest meeting in the following year.
FY2025 (ROC Year 114) Board Attendance
The Board of Directors held 13 meetings during FY2025. Attendance was as follows:
Title | Name | Attendance in Person | By Proxy | Attendance Rate | Remarks |
| Chairman | Lin Shih-Chen | 13 | 0 | 100% | Continued in office following the full re-election of directors on June 2, 2025 |
| Director | Chu Wu-Hung | 13 | 0 | 100% | Continued in office following the full re-election of directors on June 2, 2025 |
| Director | Chiaochun Investment Co., Ltd. — Representative: Hsu Man | 7 | 2 | 78% | Newly appointed following the full re-election of directors on June 2, 2025 |
| Director | Chiaochun Investment Co., Ltd. — Representative: Huang Tzu-Chi | 1 | 3 | 25% | Term ended following the full re-election of directors on June 2, 2025 |
| Director | Chang Yi-Chiu | 9 | 0 | 100% | Newly appointed following the full re-election of directors on June 2, 2025 |
| Director | Tsai Chang-Jung | 4 | 0 | 100% | Term ended following the full re-election of directors on June 2, 2025 |
| Independent Director | Fang Cheng-Ju | 13 | 0 | 100% | Continued in office following the full re-election of directors on June 2, 2025 |
| Independent Director | Yao Wen-Liang | 13 | 0 | 100% | Continued in office following the full re-election of directors on June 2, 2025 |
| Independent Director | Chen Tsung-Mao | 13 | 0 | 100% | Continued in office following the full re-election of directors on June 2, 2025 |
Functional Committees
The Company has established three functional committees under the Board of Directors—the Audit Committee, the Compensation Committee, and the Sustainability Committee—based on their respective functions.
Audit Committee
The Company’s shareholders elected three independent directors at the Shareholders’ Meeting on June 2, 2025 (ROC Year 114), establishing the 3rd Audit Committee. The Committee’s operations focus on oversight of the following matters:
- Fair presentation of the Company’s financial statements
- Appointment/dismissal, independence, and performance of the certifying CPA
- Effective implementation of the Company’s internal control system
- The Company’s compliance with applicable laws and regulations
- Management of existing or potential risks facing the Company
Members : Independent Director Fang Cheng-Ju, Independent Director Yao Wen-Liang, Independent Director Chen Tsung-Mao
Operations of the Audit Committee
1. During the most recent year (2025), the Audit Committee held 10 meetings [A]. The qualifications and attendance of the members are as follows:
| Title | Name | Attendance in Person | By Proxy | Attendance Rate | Remarks |
| Independent Director | Fang Cheng-Ju | 10 | 0 | 100% | — |
| Independent Director | Yao Wen-Liang | 10 | 0 | 100% | — |
| Independent Director | Chen Tsung-Mao | 10 | 0 | 100% | — |
Matters under Article 14-5 of the Securities and Exchange Act. The Audit Committee reviewed the following matters during the year; all resolutions passed without objection, with no dissenting or qualified opinions from independent directors:
| Meeting Date | Agenda Summary |
| 14-Mar-25 | FY2024 business report and financial statements; FY2024 earnings distribution proposal; capitalization of earnings reserve as new shares; independence and competency assessment of the certifying CPA; CPA remuneration for FY2025–2026 audit/tax engagements; FY2024 Internal Control System Statement; proposed change to profit-sharing calculation method for the “Xinzhuang Fuying” joint construction project; financial reporting preparation capability assessment |
| 22-Apr-25 | Proposed amendment to the internal control system; issuance of financial forecast |
| 12-May-25 | Q1 2025 individual financial report; proposed purchase of Kaohsiung office |
| 6-Aug-25 | Q2 2025 individual financial report; assessment that overdue receivables (and non-receivable overdue amounts) through Q2 2025 do not constitute fund lending; proposed amendment to the internal control system |
| 22-Aug-25 | Review of engineering and property redevelopment full-scope management contracts with related party Jiujun Construction Co., Ltd., and a joint investment/construction project between the two companies |
| 17-Oct-25 | Proposed amendment to the internal control system; proposed purchase of Taipei office |
| 10-Nov-25 | Q3 2025 individual financial report |
| 1-Dec-25 | Proposed cash capital increase via new share issuance, as the source of shares for the public underwriting prior to initial TPEx listing |
| 26-Dec-25 | FY2026 internal audit plan |
Other disclosures required by regulation:
- Resolutions passed by two-thirds or more of all directors without Audit Committee approval: None
- Independent directors’ recusal from interested-party matters: None
- Communication between independent directors and the Chief Internal Auditor / certifying CPA: Independent directors and the Chief Internal Auditor maintain open, multi-channel communication (email, phone, in-person meetings) as needed, with meetings convened promptly if material irregularities arise. The Chief Internal Auditor delivers the prior month’s audit/follow-up report to each independent director by month-end and reports in person at each quarterly Audit Committee meeting; a dedicated communication meeting was held on December 26, 2025 to discuss FY2026 audit priorities. The certifying CPA reports on financial statement audit/review results at Audit Committee meetings and briefs the Committee on new tax/financial regulations and their implications; independent directors and the CPA also communicate as needed via email, phone, or in person. Three dedicated communication meetings were held during the most recent fiscal year and through the annual report print date (March 14, 2025; December 26, 2025; March 31, 2026).
Remuneration Committee
The Company’s shareholders elected three independent directors at the Shareholders’ Meeting on June 2, 2025 (ROC Year 114), establishing the 3rd Remuneration Committee. The Committee’s operations focus on oversight of the following matters:
- Periodically reviewing the Remuneration Committee’s Organizational Regulations and proposing amendments
- Establishing and periodically reviewing performance evaluation standards, annual and long-term performance targets, and remuneration policies, systems, standards, and structure for directors and managers
- Periodically evaluating directors’ and managers’ achievement of performance targets, and determining individual remuneration based on evaluation results
- Managing existing or potential risks facing the Company
Members: Convener Yao Wen-Liang, Member Fang Cheng-Ju, Member Chen Tsung-Mao
Remuneration Committee Operations
The Remuneration Committee held 4 meetings in the most recent fiscal year (2025/ROC Year 114). Member qualifications and attendance were as follows:
| Title | Name | Attendance in Person | By Proxy | Attendance Rate | Remarks |
|---|---|---|---|---|---|
| Convener | Yao Wen-Liang | 4 | 0 | 100% | — |
| Member | Fang Cheng-Ju | 4 | 0 | 100% | — |
| Member | Chen Tsung-Mao | 4 | 0 | 100% | — |
Sustainable Development Committee
The Company appointed three independent directors to the Sustainable Development Committee on March 10, 2026 (ROC Year 115), establishing the 1st Sustainable Development Committee. The Committee’s operations focus on oversight of the following matters:
- Formulation and promotion of the Company’s sustainability policy and strategy
- Setting, execution, and performance review of ESG-related targets
- Review of the Sustainability Report and related information disclosures
- Establishment and continuous improvement of sustainability-related systems
Members: Independent Director Yao Wen-Liang, Independent Director Fang Cheng-Ju, Independent Director Chen Tsung-Mao
Articles of Incorporation and Internal Regulations
Measures for the Performance Evaluation of the Board of Directors, Directors, and Managers
Whistleblowing Channel
Jioushun Construction has established a Code of Integrity in Business Operations. We invite stakeholders to join us in upholding this commitment. If you become aware of any conduct by our personnel or suppliers that violates these integrity standards, please report it through the following channels:
Mailing Address: Audit Office, 2F, No. 257, Xinhu 2nd Road, Neihu District, Taipei City 11494
Email: audit@jioushun.com.tw
Whistleblowing Hotline: 02-2796-5218 #8622
All reports are handled confidentially, and whistleblowers are protected from retaliation in accordance with Company policy.
Risk Management
Risk Management Framework
The Board of Directors, through the Audit Committee, oversees the Company’s risk management framework, covering operational, financial, climate-related, and information security risks. Key risk items are reviewed on a regular basis and reported to the Board.
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Stakeholder Communication
| Stakeholder | Communication Channel | Frequency |
|---|---|---|
| Shareholders/Investors | Shareholders’ Meeting, IR mailbox, MOPS announcements | Ongoing / Annual |
| Employees | Internal communication channels, Employee Welfare Committee | Ongoing |
| Suppliers | Supplier evaluation, procurement meetings | As needed |
| Community | Public welfare activities, social media | Ongoing |