Sustainable Management

Corporate Governance Structure and Committee

THSRC firmly believes that thought-out, transparent, and efficient corporate governance is the foundation for pursuing steady development, continuously improving operational safety and sustainable performance, and further creating sustainable value. The Company complies with domestic laws and regulations to establish the "Corporate Governance Guidelines," and has established the Board of Directors and various functional committees under it to optimize the overall governance effectiveness of the Company through various management mechanisms.

THSRC makes efforts to promoting corporate governance systems and measures and has been ranked among the top 5% of listed companies in the "Corporate Governance Evaluation" for six consecutive years. In the future, THSRC will continue to execute its corporate governance framework, actively implement communication with stakeholders, and practice rigorous corporate governance strategies. For further information related to corporate governance, please refer to the “Corporate Governance Structure” and THSRC's annual reports, corporate website and the Market Observation Post System (MOPS).

Corporate Governance Framework Chart

Responsibilities of the Board of Directors and Information on Board Members

The Board of Directors serves as THSRC's highest governing body. Its main power and responsibilities include the power conferred by relevant laws and regulations, and the shareholders' meeting, reviewing significant regulations, business plans, budgets, financial statements, and important business, as well as supervising management execution results and guiding the management team. Currently, the Board of Directors has 15 directors (including 5 independent directors), with 80% (12) men and 20% (3) women, and we will strive to increase the proportion of female directors in the future to meet the norms of diversity in governance organizations. At present, the average age of the Board of Directors is 63.8 years old, including 5 doctors and 7 masters, all of whom have relevant professional backgrounds and relevant ESG experience required by the transportation industry. In terms of professional ability, the Board of Directors as a whole has the ability of marketing technology, business management, law, financial accounting, leadership decision-making, industrial knowledge, crisis management and international market view. The age distribution of the Board is as follows:

The term of office of the directors is 3 years (this term is effective from the election of the regular general meeting of shareholders on May 25, 2023), and in accordance with the provisions of the THSRC's Governance Code, the Board of Directors will meet at least once every 2 months, with a total of 13 meetings in 2023.

Functional Committees

In order to effectively perform the competencies of the Board of Directors and elevate the caliber of its decisions, functional committees have been set up under THSRC's Board of Directors, including the “Corporate Governance & Nomination Committee,” “Audit Committee,” “Remuneration Committee,” and “Special Committee.” These committees aid the Board of Directors in fulfilling its supervisory and advisory duties by organizing meetings to execute the responsibilities mandated by regulations, deliberating pertinent matters, and presenting conclusions and recommendations to the Board of Directors for resolution. Please refer to the table below for the description of each functional committee's responsibilities and the issues discussed in 2023. For further information on operations, please refer to "Operations of Functional Committees."

Note: The "Corporate Governance & Nomination Committee" was renamed as the "Sustainable Development & Nomination Committee" on May 23, 2024.