■ Corporate Governance Framework
Upholding the management philosophy of transparency, accountability, and sustainability, PET Pharm Bio Co., Ltd. has established a comprehensive corporate governance framework aligned with standards for listed companies. The Board of Directors serves as the highest decision-making body, supported by the Audit Committee, Remuneration Committee, and Sustainability Committee. Furthermore, an independent Internal Audit Office carries out internal audit functions to ensure the effective operation of corporate governance.
Our corporate governance system complies with the Company Act, the Securities and Exchange Act, and relevant regulations of the competent authorities. We continuously refine our practices in reference to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" to safeguard the best interests of all shareholders and stakeholders.
■ Organizational Chart
■ Board Composition
According to the Articles of Incorporation, the Board consists of 7 directors, including 3 independent directors, with a 3-year term elected under a candidate nomination system (7th Term: Nov 22, 2024 ~ Nov 21, 2027). The current board members possess comprehensive expertise in nuclear medicine, biotechnology, finance, accounting, law, and corporate management.
| Title | Name | Professional Background & Concurrent Positions | Membership Status |
|---|---|---|---|
| Chairman | John Yang | Nuclear Radiopharmacy / Chairman of PET Pharm Bio Co., Ltd. | Chairman |
| Director (and GM) | Terry Lin | Biopharmaceuticals / Director of PET Pharm Bio Co., Ltd., Chairman of Foresight Biomedical Co., Ltd. | Director |
| Director | Chi-Kuang Chen | Corporate Operations / Chairman of POWER FORTUNE TECHNOLOGY CO., LTD., Chairman of Becquerel & Sievert Co., Ltd. | Director |
| Director | Cheng-Chi Chiang | Corporate Operations / Director of Guan Ding Investment, Director of GIDDI PHARMA CO., LTD. | Director |
| Independent Director | Shih-Chen Tsai | Ph.D. in Medicine / Chairman of Chen Biomedical Co., Ltd., Director of TIMING PHARMACEUTICAL CO., LTD. | Independent Director |
| Independent Director | Shih-Ying Huang | Finance & Accounting / Partner at ZHIXIN CO., CPAs | Independent Director |
| Independent Director | Ying-Lung Chien | Legal Expertise / Partner Attorney at Justice & Belief Attorneys-at-Law | Independent Director |
■ Functional Committees
Audit Committee
Composed of all independent directors. Responsible for reviewing internal control evaluations, material financial actions, CPA appointment/dismissal, and financial report audits.
Shih-Ying Huang (Convener)Finance & Accounting Expert
Shih-Chen Tsai (Member)Medical & Biotech Expert
Ying-Lung Chien (Member)Legal Risk Expert
15 Meetings
Count as of Aug 2026
100%
Attendance Rate
Remuneration Committee
Formulates and periodically reviews performance evaluation, remuneration policies, structures, and payment standards for directors and executive officers.
Shih-Chen Tsai (Convener)Medical & Biotech Expert
Shih-Ying Huang (Member)Finance & Accounting Expert
Ying-Lung Chien (Member)Legal Risk Expert
11 Meetings
Count as of Aug 2026
100%
Attendance Rate
Sustainability Committee
Established on Feb 7, 2025. Responsible for formulating and promoting ESG policies and reviewing the annual Sustainability Report.
John Yang (Chairman)Chairman of the Board
Shih-Ying Huang (Member)Independent Director
S. C. Tsai (Member)Independent Directors
Y. L. Chien (Member)Independent Directors
Periodic
Meetings Held
100%
Execution Coverage
■ Corporate Governance Officer
Aaron Tsai
Chief Financial Officer (CFO) & Corporate Governance Officer
Appointment Date & Board Meeting
Aug 11, 2025 (7th Term, 9th Meeting)
Education
Graduate Institute of Law and Interdisciplinary Studies, National Chengchi University / Department of Accounting, National Chengchi University
Experience
Manager, Deloitte
Main Responsibilities: Handling Board and Shareholders' Meeting operations in accordance with law, preparing meeting minutes, assisting directors with induction and continuous training, providing materials required for directors' execution of duties, and ensuring regulatory compliance.
■ Board Diversity Policy & Implementation
The Company places great emphasis on Board diversity. The 7 current members (including 3 independent directors) bring extensive professional expertise in nuclear medicine, biotech, accounting, and law. Female directors represent 29% (2 seats), and employee-directors represent 14% (1 seat), achieving healthy corporate governance objectives.
1. Gender Diversity
Promoting gender equality; female directors account for 29% (Shih-Ying Huang and Ying-Lung Chien, 2 seats).
2. Professional Expertise
Covering 4 major fields: Nuclear Medicine, Biopharmaceuticals, Finance & Accounting, and Corporate Law/Governance.
3. Operational & Executive Experience
Equipped with operational judgment, crisis management, global perspective, and strategic leadership capabilities.
■ Ethical Corporate Management & Anti-Insider Trading
100% Integrity Statement Signed
Enforced "Code of Integrity Conduct" and guidelines, with a 100% signing rate among directors and executive officers.
Blackout Period Control
Insiders are strictly prohibited from trading company shares 30 days prior to annual report releases and 15 days prior to quarterly reports.
Whistleblowing Protection
Established confidential whistleblowing channels managed by dedicated independent personnel to protect informants' identities.
Training Courses for Directors, Supervisors & Officers on Integrity Management & Anti-Insider Trading
| Course Date | Course Name & Topics Covered |
|---|---|
| May 30, 2024 | Corporate Governance and Securities Law Practice Analysis |
| Nov 22, 2024 | Corporate Governance & Securities Law - Introduction to COSO Codified Internal Control Framework |
| Jun 20, 2025 | Development Trends in Corporate Governance and Securities Regulations |
| Dec 22, 2025 | Corporate Governance, Obligations, and Legal Liabilities of Corporate Officers |
| Apr 16, 2026 | Latest Regulations in Corporate Governance and Securities Law |
| Jun 25, 2026 | Integrity Operations and How to Avoid Red Lines in Director/Supervisor Liability |
■ Board Meeting Attendance Record
7th Board Term: Nov 22, 2024 ~ Nov 21, 2027. A total of 15 meetings were held as of June 2026. Attendance details are as follows:
| Title | Name | Actual Attendance | Proxy Attendance | Attendance Rate |
|---|---|---|---|---|
| Chairman | John Yang | 16 | 0 | 100% |
| Director | Terry Lin | 16 | 0 | 100% |
| Director | Chi-Kuang Chen | 15 | 1 | 94% |
| Director | Cheng-Chi Chiang | 16 | 0 | 100% |
| Independent Director | Shih-Chen Tsai | 16 | 0 | 100% |
| Independent Director | Shih-Ying Huang | 16 | 0 | 100% |
| Independent Director | Ying-Lung Chien | 16 | 0 | 100% |
■ Company Regulations & Policies
The Company has established comprehensive corporate governance and internal control regulations. Documents are available for download by investors and stakeholders.
I. Important Corporate Regulations
| Code | Document Title | Download |
|---|---|---|
| AD-07 | Regulations Governing Stock Affairs Management (2024.10.03 v2.0) | |
| AD-08 | Procedures for the Acquisition and Disposal of Assets (2025.06.20 v3.0) | |
| AD-09 | Procedures for Endorsements and Guarantees (2025.06.20 v3.0) | |
| AD-10 | Procedures for Loaning Funds to Others (2025.06.20 v3.0) | |
| AD-13 | Rules of Procedure for Shareholders Meetings (2024.11.22 v2.0) | |
| AD-14 | Procedures for Trading in Derivatives (2024.11.22 v2.0) | |
| AD-15 | Regulations Governing Financial and Non-Financial Information Management (2023.09.15 v1.0) | |
| AD-21 | Procedures for Emerging Stock Companies Applying for Suspension and Resumption of Trading (2024.01.30 v1.0) | |
| AD-22 | Procedures for Handling Material Internal Information and Prevention of Insider Trading (2024.01.30 v1.0) | |
| AD-23 | Operating Guidelines for Financial and Business Operations Among Related Parties (2024.10.03 v1.0) | |
| AD-27 | Procedures for Reporting Information on Insiders' Assumption or Discharge of Duties (2024.01.30 v1.0) | |
| AD-29 | Corporate Governance Best Practice Principles (2024.10.03 v1.0) | |
| AD-36 | Regulations Governing Controlling Corporate Shareholders' Exercise of Rights and Participation in Voting (2024.10.03 v1.0) | |
| AD-39 | Operating Procedures for Transactions Among Group Enterprises, Specific Companies, and Related Parties (2024.10.03 v1.0) |
II. Board of Directors and Functional Committees
| Code | Document Title | Download |
|---|---|---|
| AD-11 | Rules of Procedure for Board of Directors Meetings (2025.06.20 v3.0) | |
| AD-12 | Procedures for Election of Directors (2024.11.22 v3.0) | |
| AD-24 | Rules Governing the Scope of Duties of Independent Directors (2024.10.03 v1.0) | |
| AD-25 | Remuneration Committee Charter (2025.04.18 v2.0) | |
| AD-26 | Standard Operating Procedures for Handling Requests from Directors (2024.01.30 v1.0) | |
| AD-30 | Audit Committee Charter (2024.10.03 v1.0) | |
| AD-35 | Regulations Governing Board Performance Evaluation (2024.10.03 v1.0) | |
| AD-42 | Management Regulations for Board of Directors Meeting Operations (2025.04.18 v1.0) | |
| AD-43 | Regulations Governing the Operation and Management of Remuneration Committee 2025.04.18 (v1.0) | |
| AD-44 | Regulations Governing the Operation and Management of Audit Committee 2025.04.18 (v1.0) |
III. Ethical Corporate Management & Sustainable Development
| Code | Document Title | File Download |
|---|---|---|
| AD-31 | Ethical Corporate Management Best Practice Principles 2025.02.07 (v1.0) | |
| AD-32 | Procedures for Ethical Management and Guidelines for Conduct 2025.02.07 (v1.0) | |
| AD-33 | Code of Ethical Conduct 2025.02.07 (v1.0) | |
| AD-34 | Sustainable Development Best Practice Principles 2025.02.07 (v1.0) | |
| AD-40 | Sustainability Committee Charter 2025.02.07 (v1.0) | |
| AD-41 | Procedures for Sustainability Information Management 2024.12.23 (v1.0) | |
| AD-52 | Biodiversity and No-Deforestation Policy 2026.07.01 (v1.0) | |
| AD-53 | Water and Waste Management Policy 2026.07.01 (v1.0) | |
| AD-54 | GHG Emissions Reduction Management Policy 2026.07.01 (v1.0) |
IV. Operational Management & Internal Control
| Code | Document Title | File Download |
|---|---|---|
| AD-01 | Regulations Governing the Use of Company Seals 2023.09.15 (v1.0) | |
| AD-02 | Regulations Governing the Requisition and Issuance of Commercial Paper 2023.09.15 (v1.0) | |
| AD-03 | Property Management Regulations 2023.09.15 (v1.0) | |
| AD-04 | Regulations Governing Liabilities Commitments and Contingencies 2023.09.15 (v1.0) | |
| AD-05 | Regulations Governing Related Party Transactions 2024.10.03 (v2.0) | |
| AD-06 | Personal Data Protection Management Regulations 2023.09.15 (v1.0) | |
| AD-16 | Regulations Governing Financial Statement Preparation Processes 2024.10.03 (v2.0) | |
| AD-17 | Regulations Governing the Supervision and Management of Subsidiaries 2025.12.22 (v1.0) | |
| AD-18 | Budget Management Regulations 2023.09.15 (v1.0) | |
| AD-19 | Implementation Rules for Internal Audit 2023.09.15 (v1.0) | |
| AD-20 | Job Deputy Management Regulations 2023.09.15 (v1.0) | |
| AD-28 | Procedures for Self-Assessment of Internal Control Systems 2023.09.15 (v1.0) | |
| AD-45 | Operating Procedures for Computer Scrap and Disposal 2025.06.20 (v1.0) |