Corporate Governance

Board of Directors

Election of Directors

According to the Article of Incorporation, the Company shall elect 5-7 directors and the term shall be three years.
The 7th Board of Directors , which consists of 7 directors (including 3 independent directors), has been elected at the Annual General Shareholders' meeting held on June 21, 2018.

Title	Name	Education & Experience
Chairman (Representative)	ERIC WU	Columbia University, School of Engineering and Applied Science DR.WU Skincare Co., LTd. General Manager PricewaterhouseCoopers LLP, Senior Financial Analyst
Director (Representative)	YING-CHIN WU	National Taiwan University School of Hospital Clinical Professor of National Taiwan University Hospital (NTUH) Founder and Chief Physician of WCLINIC and WSPA
Director (Representative)	Dr. Wu Investment Holding Co., Ltd. Representative：Tiger Hsing	Department of Accounting NDHU DR.WU Skincare Co.,LTD. Associate Audit Manager Liyu Technology Co.,Ltd. Auditing manager King's Ground Biotech Co.,Ltd. Accounting specialist Ernest Young Limited. Auditing leader
Director (Representative)	Dong Ai Investment Co., Ltd. Representative：Monica Wang	National Taipei University CFO of Dr. Wu Skincare Co., Ltd. Accounting Manager of Dr. Wu Skincare Co., Ltd.
Independent Director	CHIH-HSIANG HAN	University of Minnesota Institute of Human Resource Management, Doctor NCCU Department of Business Administration. Professor
Independent Director	HSIN-JU WU	Columbia Business School, MBA Shin Kong Financial Holding Co., Ltd. Vice General Manager Shin Kong WU HO-SU Emeorial Hospital. Chairman's Assistant
Independent Director	CHAO-SHENG CHIANG	National Taipei University Department of Law, Doctor Tunghai University the College of law. Assistant Professor Taiwan Law Society of Enterprise. Secretary General

Election of Independent Directors

The company accepted the nomination from shareholders with more than 1% of the shareholding from April 7, 2015 to April 17, 2015; the board approved the qualifications of the nominees on April 29, 2015 and had passed to the Annual General Shareholders meeting for election.
The independent directors were elected by shareholders during the Annual General Shareholders meeting held on June 12, 2015. The elected independent directors are shown in the table below.

Title	Name	Education & Experience
Independent Director	CHIH-HSIANG HAN	University of Minnesota Institute of Human Resource Management, Doctor NCCU Department of Business Administration. Professor
Independent Director	HSIN-JU WU	Columbia Business School, MBA Shin Kong Financial Holding Co., Ltd. Vice General Manager Shin Kong WU HO-SU Emeorial Hospital. Chairman's Assistant
Independent Director	CHAO-SHENG CHIANG	National Taipei University Department of Law, Doctor Tunghai University the College of law. Assistant Professor Taiwan Law Society of Enterprise. Secretary General

Major Resolutions of Board Meetings

Year	Session	Meeting Date	Important Resolutions
2016	6-7	Jan 21	Approved the 2016 Shareholders’ meeting date, place, agenda and proposal made by shareholders with over 1% share.
2016	6-8	Mar 7	Approved the 2015 compensation distribution plan (i.e. amount and form) for employees and directors. Approved the 2015 Business Report and Financial Statements. Approved the 2015 Statement on Internal Control System. Approved the 2015 Surplus Earnings Distribution. Approved the Issuance of New Common Shares for Capital Increase through Retained Earnings. Approved the Issuance of New Common Shares for Capital Increase through Cash. Approved the change of CFO and spokesperson. Approved the loan to subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the application for suspension and resumption of trading procedures. Approved the new agenda and amendments to the 2016 Shareholders’ Meeting.
2016	6-9	May 12	Approved the Company’s ex-rights date, ex-dividend-date and capital increase date. Approved the appointment of managers. Approved the compensation for managers. Approved the 2015 compensation distribution plan for managers. Approved the issuance of new shares through cash distribution to managers before listing on the OTC market.
2016	6-10	May 20	Approved the appointment of a deputy financial director.
2016	6-11	Aug 8	Reported the second quarter 2016 consolidated financial statements.
2016	6-12	Nov 7	Reported the third quarter 2016 consolidated financial statements. Approved the increase in capital for Dr. Wu Skincare (Shanghai) Co., Ltd.
2016	6-13	Dec 19	Approved the 2017 annual budget. Approved the 2016 auditing plans for the Company and its mainland subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the 2016 evaluation of the CPA’s independence and suitability. Approved the appointment of the CFO. Approved the compensation for the CFO.
2017	6-14	Mar 10	Approved the 2016 compensation distribution plan for employees and directors about the amount and form. Approved Business Report and Financial Statements of 2016. Approved the 2016 Surplus Earnings Distribution. Approved the 2016 Statement on Internal Control System. Approved the amendments to the Settlement Procedures for the Acquisition and Disposal of Assets. Approved the loan to the Company’s subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the Company’s cooperation with Price Waterhouse Coopers (PwC) Taiwan for auditor rotation. Approved the by-election of one director and the proposed candidates for directors to be nominated by the Board of Directors. Approved the 2017 Shareholders’meeting date, place, agenda and proposal made by shareholders with over 1% share.
2017	6-15	May 9	Reported the first quarter 2017 consolidated financial statements. Approved the evaluation of the list of nominated candidates for directors to the Board. Approved the 2016 compensation distribution plan for managers.
2017	6-16	June 22	Approved the Company’s ex-dividend-date. Approved the appointment of a deputy G.M.
2017	6-17	Aug 10	Reported the second quarter 2017 consolidated financial statements. Approved the change of business place of the Company.
2017	6-18	Nov 09	Reported the Third quarter 2017 consolidated financial statements. Approved the amendments to Audit Committee Charter、Rules of Procedure for Board of Directors Meetings and Rules Governing the Scope of Powers of Independent Directors. Approved the Company’s subsidiary Dr.Wu Skincare (Shanghai) Co., Ltd. investment to set up subsidiary.
2017	6-19	Dec 14	Approved the 2018 annual budget. Approved the 2018 auditing plans for the Company and its mainland subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the 2017 evaluation of the CPA’s independence and suitability.
2018	6-20	Jan 10	Approved the repurchasing of Company’s stocks.
2018	6-21	Mar 08	Approved the 2017 compensation distribution plan for employees and directors about the amount and form. Approved Business Report and Financial Statements of 2017. Approved the 2017 Surplus Earnings Distribution. Approved the 2017 Statement on Internal Control System. Approved the loan to the Company’s subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the accounts receivable-related party are restated as other accounts receivable, shall be recognized as fund loaning. Approved the re-elections of directors (inculding independent directors). Approved the propose of candidates for directors (including independent directors) to be nominated by the Board of Directors. Approved the 2018 Shareholders’meeting date, place, agenda and proposal made by shareholders with over 1% share.
2018	6-22	May 10	Approved the appointment of the CFO. Approved the appointment of the Internal Audit Manager. Approved the record date of capital reduction for the cancellation of treasury shares. Approved the accounts receivable-related party are restated as other accounts receivable. Approved the submission of examination of nominated directors (including independent directors) candidate list to board of directors. Approved the exemption from non-compete clause for new directors (including independent directors).
2018	7-1	Jun 21	Approved Mr. Eric Wu as Chairman.
2018	7-2	Aug 13	Approved the appointment members of the third session of compensation committee. Approved the accounts receivable are restated as other accounts receivable considered as fund loaning.
2018	7-3	Sep 20	Approved the increase in capital for Dr. Wu Skincare (Shanghai) Co., Ltd.
2018	7-4	Nov 08	Approved the application for Complaint Procedures. Approved the accounts receivable are restated as other accounts receivable considered as fund loaning. Approved the compensation for the CFO.
2018	7-5	Dec 13	Approved the 2019 annual budget. Approved the 2019 auditing plans for the Company and its mainland subsidiary Dr. Wu Skincare (Shanghai) Co., Ltd. Approved the 2018 evaluation of the CPA’s independence and suitability.
2018	7-6	Dec 24	Approved the investment of Dr. Wu Skincare (Jiangsu) Co., Ltd. Approved the equity disposal of Dr. Wu Skincare (Shanghai) Co., Ltd.
2019	7-7	Feb 26	Approved the 2018 compensation distribution plan for employees and directors about the amount and form. Approved Business Report and Financial Statements of 2018. Approved the 2018 Deficit Compensated. Approved the 2018 Statement on Internal Control System. Approved the amendment to the Operational Procedures for Acquisition and Disposal of Assets. Approved the change of business place of the Company. Approved the 2019 Shareholders’meeting date, place, agenda and proposal made by shareholders with over 1% share. Approved the resolution cash distributed from capital surplus to shareholders.
2019	7-8	May 09	Reported the first quarter 2019 consolidated financial statements. Approved the appointment of managers.
2019	7-9	Aug 06	Reported the second quarter 2019 consolidated financial statements. Approved the amendment to the "Operational Procedures for Loaning of Company Funds". Approved the amendment to the "Operational Procedures for Endorsements and Guarantees". Approved the amendment to the "Policies and systems for compensation of the directors and functional committees". Approved the subsidiary Wclinic Biotechnology capital reduction to cover losses. Approved the subsidiary Wclinic Biotechnology capital reduction and return to parent company.
2019	7-10	Nov 07	Reported the third quarter 2019 consolidated financial statements. Approved the subsidiary Wclinic Biotechnology capital reduction to cover losses.
2019	7-11	Dec 24	Approved the 2020 annual budget. Approved the 2020 auditing plans for the Company and its subsidiary. Approved the 2019 evaluation of the CPA’s independence and suitability. Approved the resolution cash distributed from capital surplus to shareholders. Approved the amendment to “Articles of Incorporation”. Approved the 2020 First extraordinary general meeting date and place.
2020	7-12	Mar 13	Approved the 2019 compensation distribution plan for employees and directors about the amount and form. Approved Business Report and Financial Statements of 2019. Approved the 2019 Surplus Earnings Distribution. Approved the 2019 Statement on Internal Control System. Approved the 2020 Shareholders’meeting date, place, agenda and proposal made by shareholders with over 1% share.
2020	7-13	May 06	Approved the 2020 Q1 Surplus Earnings Distribution.
2020	7-14	Aug 07	Approved the 2020 Q2 Surplus Earnings Distribution.
2020	7-15	Oct 23	Approved subsidiary Wclinic Biotechnology Corporation, it plans to invest in the establishment of an overseas BVI subsidiary.
2020	7-16	Nov 06	Approved the 2020 Q3 Surplus Earnings Distribution.
2020	7-17	Nov 10	Approved subsidiary Wclinic Biotechnology Corporation(Samoa) disposal of shares in Jiangsu DR. WU Cosmetics Co., Ltd.
2020	7-18	Dec 18	Approved the 2021 annual budget.
2021	7-19	Mar 05	Approved the 2020 compensation distribution plan for employees and directors about the amount and form. Approved Business Report and Financial Statements of 2020. Approved the 2020 Surplus Earnings Distribution. Approved the 2020 Statement on Internal Control System. Approved the 2021 Shareholders’meeting date, place, agenda and proposal made by shareholders with over 1% share.