Board of Directors_Corporate Governance_Investor

投資人專區

Corporate governance

Corporate governance

Members of the 17^th Board of Directors

Job Title	Nationality or place of registration	Name	Gender	Date of Election (Inauguration)	Term of Office	Date of first election	Major Experience (Education)	Current position(s) with the Company and other companies
Chairman	Taiwan	Tai-Ming (Pierre) Chen	Male	2019.06. 21	3 Years	2019.06. 21	Bachelor's degree, Department of Engineering Science, National Cheng Kung University Chairman of Yageo Corporation Limited Chairman of Chilisin Electronics Corp.	Chairman of Yageo Corporation Limited Chairman of Chilisin Electronics Corp Chairman of Kuoxin Investment Co. Ltd.
Deputy Chairman	Taiwan	Tong Hsing Food Industrial Corp. Representative: Xi-hu (Kevin) Lai	Male	2019.06. 21	3 Years	2019.06. 21	Department of Economics, Soochow University Finance Department, Far Eastern Group Deputy General Manager, Finance Department, TONG HSING ELECTRONIC IND., LTD. Chief of Staff, TONG HSING ELECTRONIC IND., LTD. President, TONG HSING ELECTRONIC IND., LTD.
Corporate Director	Taiwan	Multifield Investment Representative: Shao-ping Lu	Male	2019.06. 21	3 Years	2019.06. 21	Department of Electrical Machinery, National Taiwan University Institute of Business & Management, National Chiao Tung University General Manager of TONG HSING ELECTRONIC IND., LTD.	General Manager/CEO of TONG HSING ELECTRONIC IND., LTD.
Corporate Director	Taiwan	Kaimei Electronic Corp. Representative: Shu-hui Chen	Female	2019.06.21	3 Years	2019.06.21	Accounting Department of Aletheia University. Audit manager of PwC Taiwan	Head of Accounting, Kaimei Electronic Corp. Director Representative of Teapo Electronic Corp. Director Representative of Dongguan Wisdom Electronice Co. Director Representative of Teapo Electronic Corp. Director Representative of Treasure Box Holdings Ltd. Director Representative of Kaijet Technology International Corp. Director Representative of Kaimei Electronic Corp. Supervisor of Jingmeikang Electronic (Shenzhen) Co. Supervisor of New Kaimei Motor (Shenzhen) Co. Director Representative of TONG HSING ELECTRONIC IND.
Corporate Director	Taiwan	Konoha Investment Co., Ltd. Representative: Ben-chi Chen	Female	2019.06.21	3 Years	2018.06.15	Graduated from Department of Accounting, Fu Jen Catholic University PwC Taiwan Audit Manager Associate Manager of Accounting Department, Teapo Electronic Corp	Special Assistant to the Chairman of Kaimei Electronic Corp. Representative Director of Kaimei Electronic (Hong Kong) Limited Representative of the Board of Directors of New Kaimei Motor (Shenzhen) Co., Ltd. Representative Director of Jingmeikang Electronics (Shenzhen) Co., Ltd Representative Director of Kaijet Technology International Corporation Representative Director of Kaimei Electronic Corp. Representative Director of Bothhand Enterprise Inc.
Corporate Director	Taiwan	Shi Hen Enterprise Limited Representative: Shu-chen Tsai	Female	2019.06. 21	3 Years	2019.06. 21	Catholic Sheng Kung Girls' High School Chairman and General Manager, Hsin Bung International Co., Ltd.	Chairman and General Manager, Hsin Bung International Co., Ltd.
Independent Director	Taiwan	Shi-chien Yang	Male	2019.06.21	3 Years	2019.06.21	Ph.D. in Electrical Engineering, Northwestern University, USA Master of Science in Electrical Engineering, Northwestern University, USA B.S. in Electrical Engineering, National Taiwan University National Policy Adviser to the President's Office Member of the Executive Yuan and Convener of the Science and Technology Advisory Group of the Executive Yuan Under Secretary of State, Ministry of Economic Affairs Permanent Secretary, Ministry of Economic Affairs Director General of the Industrial Development Bureau, Ministry of Economic Affairs Deputy Director General, Science Park Administration Director, Planning and Evaluation Division, National Science Council Deputy Director, Departmental Planning Division, Council for Economic Planning and Development Technician, Departmental Planning Division, Council for Economic Planning and Development Associate Researcher of National Chung-Shan Institute of Science & Technology	Chairman of Global Strategic Investment Inc. Chairman of Huanxun Venture Capital Co., Ltd. Director of Tecom Co., Ltd. Director of Yageo Corporation Limited Director of TECO Electric & Machinery Co., Ltd. Independent Director of Topkey Corp. Director of MiTAC INCORPORATED. Independent Director of WUS Printed Circuit Co., Ltd Independent Director of NATURAL BEAUTY BIO-TECHNOLOGY LTD.
Independent Director	Dominican Republic	Zong-sheng (David) Lin	Male	2019.06.21	3 Years	2019.06.21	PhD in Management, King's College, University of London	Chairman and Managing Partner of Whitesun Equity Partners Independent Director of Yageo Corporation Limited 3Independent Director of Ubright Optronics Corporation
Independent Director	Taiwan	Chin-tsai Chen	Male	2019.06. 21	3 Years	96.05.15	Department of Accounting and Statistics, Tamkang University Master of Public Administration, University of San Francisco, USA Master of Accountancy, Tamkang University Principal Accounts Checker, KPMG in Taiwan Deputy General Manager, General Manager of Namchow Oil and Fat Co., Ltd. Adjunct Assistant Professor, Department of Accounting, Tamkang University President, Namchow Chemical Industrial Co., Ltd.	Deputy Chairman of HIWIN Technologies Corp. Chairman of WIN Semiconductors Corp Independent Director / Member of Remuneration Committee of Kinsus Interconnect Technology Corp. Representative Director of Infotel Inc. Independent Director / Member of Remuneration Committee / Member of Audit Committee of TONG HSING ELECTRONIC IND., LTD. Representative Director of Taipei Financial Center Corporation Representative Director of SIN SHENG SAN Venture Capital Co. Chairman of WIN SEMI USA Chairman of WIN CAYMAN Chairman of ITEQ CORPORATION Representative Director of Mercuries Life Insurance

Board Responsibilities

The following matters (including but not limited to) should be brought to the attention of the Company's Board of Directors for discussion:

I. the Company's business plan.

II. The annual financial report and the semi-annual financial report. Except for the semi-annual financial reports which are not subject to audit and certification by an accountant as required by law.

III. To establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and to evaluate the effectiveness of the internal control system.

IV. To establish or amend the procedures for handling significant financial transactions involving the acquisition or disposal of assets, the trading of derivatives, the lending of funds to others, and the endorsement or guarantee of others in accordance with Article 36-1 of the Securities and Exchange Act.

V. The raising, issuance or private placement of marketable securities of an equity nature.

VI. The appointment or removal of financial, accounting or internal audit officers.

VII. Donations to related parties or significant donations to unrelated parties. However, donations of a public nature for emergency relief due to a major natural disaster may be submitted to the next Board of Directors for ratification.

VIII. In accordance with Article 14 of the Securities and Exchange Act, other major matters that are required by law or the Articles of Incorporation to be resolved by the shareholders' meeting or submitted to the board of directors for resolution or prescribed by the competent authorities.

Establishment of Independent Directors

The Company has adopted a candidate nomination system for the election of independent directors in accordance with Article 192-1 of the Company Act.

Job Title	Name	2019/03/15 Nominated by the Board of Directors	2019/06/21 Approved by the Shareholders' Meeting	Remarks
Independent Director	Shih-Chien Yang	符合	符合
Independent Director	Tsung-Sheng Lin	符合	符合
Independent Director	Chin-Tsai Chen	符合	符合	He has served as an independent director of the Company for three consecutive terms. Over the years, he has provided important advice and board oversight to the management of the Company's operations. As the Company will continue to rely on his knowledge of the 5G and related industries, as well as his ability and experience in running the company, he continues to be nominated as an Independent Director of the Company.

In accordance with Article 2 of the Procedures for the Election of Directors of the Company, the election of Directors of the Company shall take into account the overall composition of the Board of Directors. Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties.

Board’s Diversity Policy

The Board's diversity policy should include, but not be limited to, the following two broad criteria:

I. Basic conditions and values:

Factors taken into account include: gender, age, nationality and culture, etc. According to the information disclosed in the Annual Report, the implementation of the Company's policy on diversity of directors is as follows:
1. Gender: Of the nine members of the Company's Board of Directors, three (3) are female and six (6) are male (67%).
2. Nationality: Of the 9 members of the Company's Board of Directors, one holds the nationality of Dominican Republic (11%).

II. Professional knowledge and skills: professional background（ e.g. law, accounting, industry, finance, marketing or technology）, professional skills and industry experience.

Members of the Board should generally possess the knowledge, skills and qualities necessary to carry out their duties. Based on the annual report disclosing the major experience (academic) and the evaluation of the performance of the Board, the professional knowledge and skills of the board members are enumerated as follows:

	Business judgment capabilities	Accounting and financial skills	Management skills	Ability to deal with crisis	Date of Election (Inauguration)	Industry knowledge	International market perspective	Ability to lead	Ability to make decisions
Tai-Ming Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Xi-hu Lai	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shao-ping Lyu	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shu-hui Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Ben-ji Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shu-jen Tsai	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shi-jian Yang	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Zong-sheng Lin	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Chin-Tsai Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible

Eligible：Eligible

The operating status of the Board of Directors

The operating status of the Board of Directors -

The attendance of the Supervisors of the Directors at the six meetings of the Board of Directors held in the most recent year (FY2020) [A] is shown below:

Job Title	Name	Actual number of meetings attended B	Number of attendance by proxy	Actual attendance rate (%) [B/A]
Chairman	Tai-Ming Chen	6	0	100%
Deputy Chairman	Tong Hsing Food Industrial Corp. Representative: Xi-hu Lai	6	0	100%
Directors	Multifield Investment Representative: Shao-ping Lyu	6	0	100%
Directors	Kaimei Electronic Corp.(Note 1) Representative: Qi-Sheng Weng	1	5	16.67%
Directors	Konoha Investment Co., Ltd Representative: Ben-ji Chen	4	2	66.67%
Directors	Shi Hen Enterprise Limited Representative: Shu-jen Tsai	4	2	66.67%
Independent Director	Shi-jian Yang	5	1	83%
Independent Director	Zong-sheng Lin	6	0	100%
Independent Director	Chin-Tsai Chen	2	4	33.33%

Note 1: The corporate director, Kaimei Electronic Corp. was re-designated on 10 March 2021 from Mr. Qi-Sheng Weng, the former representative, to Ms. Shu-hui Chen, the representative.

Other matters to be recorded:

I. The date and duration of the Board meeting, the content of the motion, the views of all independent directors and the Company's handling of the independent directors' views should be stated if any of the following apply:

1. For matters listed in section 14(3) of the Securities and Exchange Act, please refer to the important resolutions of the Board:

Meeting No.	Key Resolutions	Opinion of the Independent Directors of the Company	The Company's Handling of Independent Directors' Opinions	The independent directors have an adverse or qualified opinion and there is a record or written statement to that effect.
2020. 01.08 17th Year 5th Time	1. Approved the payment of the Manager's year-end bonus for 2019.	N/A	N/A	N/A
2020.03.18 17th Year 6th Time	Approved the issuance of the Company's Statement of Internal Control for its self-assessment of internal control for 2019. Approved the amendments to the Company's Internal Control System and Internal Audit Implementation Rules. Approved the assessment of the independence and suitability of the Company's Certified Public Accountant for financial reporting. Approve the Company's 2019 employee and director compensation allocations. Approve the Company's 2019 operating report and financial statements. Approved the distribution of the Company's 2019 earnings Approved the Company's capital structure adjustment. Approved the Company's capital reduction without adjusting the share exchange ratio for the share exchange between the Company and Kingpak Technology Inc. in consideration of the new shares issued by the Company. Approved the authorization for the Chairman to determine the basis of conversion and the number of new shares to be issued as a result of the capital increase of the Company and Kingpak Technology Inc. Approved the amendments to some of the Company's Articles of Association. Approved the Company’s 2020 Annual Operating Plan. Approved the date, venue and convening of the Company's 2020 Annual General Meeting. Approved the period and venue for accepting shareholder proposals at the Company's 2020 Annual General Meeting. Approved the application to financial institutions for transaction lines for working capital, interest and exchange rate management purposes. Investment in the Wise Road Industry Investment Fund I managed by Wise Road Capital in USD 9.5 million (committed investment amount).	N/A	N/A	N/A
2020.05.08 17th Year 7th Time	There were no matters for discussion-cum-resolution.	N/A	N/A	N/A
2020.08.11 17th Year 8th Time	Approved the revised Internal Audit Implementation Rules. Approved the additionally established 2020 Annual Audit Plan. Approved the additionally established “Board Performance Assessment Method”. Approved the Company to execute a new employee stock option issue in the second quarter of fiscal 2020, setting a base date. Approved the application for medium and long-term credit lines under the "Accelerated Investment Program for Enterprises with roots in Taiwan". Approved the establishment of a Head of Corporate Governance for the Company.	N/A	N/A	N/A
2020.11.10 17th Year 9th Time	Approved the submission of the 2021 Annual Audit Plan. Approved the loan of funds to our subsidiary Kingpak Technology Inc. Approved the cancellation of new shares of the Company with restricted employee rights that have not met the vesting conditions. Approved the application to financial institutions for trading lines for working capital liquidity and interest and exchange rate Risk Management requirements.	N/A	N/A	N/A
2020.12.29 17th Year 10th Time	Approved the proposed 2021 Annual Operating Plan. Approved the cancellation of new shares of the Company with restricted employee rights that have not met the vesting conditions.	N/A	N/A	N/A

2. Other than the matters set out above, any other matters resolved by the Board of Directors with the objection or reservation of the independent directors and for which a record or written statement is kept: None.

II. In the case of disqualification of a director from the implementation of an interest motion, the name of the director, the content of the motion, the reasons for the disqualification and the participation in the vote should be stated: None.

III. Listed companies should disclose information on the periodicity and duration, scope, manner and content of self- (or peer) evaluation by the board of directors, and include the "Implementation of Board Evaluation":

Assessment Cycle	Assessment Period	Scope of Assessment	Method of Assessment	Content of Assessment
Assessment Frequency: Once a year	2020/01/01~2020/12/31	including the Board as a whole, individual members and members of functional committees	Self-assessment	As described below

The performance measures of the Board of Directors and functional committees, which should include at least the following five major aspects:

(1) Degree of involvement in the Company's operations
(2) Improving the quality of board decision-making
(3) Board composition and structure
(4) Board selection ad continuing education
(5) Internal control

The evaluation of the performance of the members of the Board, which should include at least the following six aspects:

(1) Degree of involvement in the Company's operations
(2) Awareness of Directors' responsibilities
(3) Degree of involvement in the Company's operations
(4) Internal relationship management and communication
(5) Professional and continuing education of the directors
(6) Internal control

After the members have completed the questionnaire, the Corporate Governance unit will collect the information and establish a score. The results of the assessment are sent to the Salary and Compensation Committee and the Board of Directors. The results of the Company's Board performance assessment are used as a reference for the future selection of nominated directors; and the results of individual directors' performance assessment are used as a reference for determining their individual remuneration. The Board Performance Assessment Methodology and the results of the assessment will be published on the Company's website after the Board meeting.

In accordance with the Company's Board Performance Assessment Method, the Board of Directors shall conduct an annual internal board performance evaluation based on the evaluation indicators and evaluation procedures. The performance assessment of the Board of Directors shall be conducted by an external professional body or a team of external experts at least once every three years.

(1) External evaluation: The first internal evaluation of the performance of the Board was conducted in 2020 and therefore no external professional evaluation was required.
(2) Internal evaluation: The results of the Company's Board performance evaluation for 2020 are as follows:
Overall average score of the Board's performance self-assessment: 4.882 (out of 5)
Overall average self-assessment score of board members: 4.975 (out of 5)
The results of the Board's performance evaluation were reported to the Salary and Compensation Committee on 11 March 2021 and published on the Company's website after reporting to the Board on 11 March 2021.

IV. Assessment of the objectives of the current and most recent year to enhance the functions of the Board of Directors (e.g. establishment of Audit Committee, enhancement of information transparency, etc.) and their implementation:

(1) The Company has established an Audit Committee to strengthen the functions of the Board of Directors, which consists of three independent directors and is responsible for the fair presentation of the Company's financial statements, the selection and independence and performance of Certified Public Accountants, the effective implementation of the Company's internal controls, and the control of the Company's compliance with relevant laws and regulations.
(2) The Company has established a Salary and Compensation Committee, which is responsible for establishing and regularly reviewing policies, systems, standards and structures for the evaluation of performance and compensation of directors and managers, and regularly evaluating and setting the compensation of directors and managers.
(3) The Company has established a Corporate Governance unit to promote Corporate Governance on an ongoing basis in accordance with the Corporate Governance Assessment Indicators.
(4) The Company has established the Board Performance Assessment Method and will implement the performance assessment of the Board as a whole and individual director from 2020 onwards.

Director's hours of study

Number of hours of continuing education as a Director in 2020:

Job Title	Name	Date of Study	Organizer	Course Name	Study Hours
Director	Tai-Ming Chen	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Director	Tai-Ming Chen	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Representative Corporate Director	Xi-hu Lai	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Representative Corporate Director	Xi-hu Lai	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Representative Corporate Director	Chi-Sheng Weng	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Representative Corporate Director	Chi-Sheng Weng	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Representative Corporate Director	Shao-ping Lu	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Representative Corporate Director	Shao-ping Lu	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Representative Corporate Director	Shu-chen Tsai	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Representative Corporate Director	Shu-chen Tsai	Taiwan Corporate	Taiwan Corporate	How to effectively perform the functions of a director and implement corporate governance	3 hours
Representative Corporate Director	Ben-chi Chen	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Representative Corporate Director	Ben-chi Chen	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Independent Director	Shih-chien Yang	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Independent Director	Shih-chien Yang	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Independent Director	Tsung-sheng Lin	2020/08/11	Taiwan Corporate Governance Association	Ten Essential Lessons in Corporate Governance	3 hours
Independent Director	Tsung-sheng Lin	2020/08/11	Taiwan Corporate Governance Association	How to effectively perform the functions of a director and implement corporate governance	3 hours
Independent Director	Chin-tsai Chen	2020/08/06	Taiwan Corporate Governance Association	Insider Trading Prevention and Response	3 hours
Independent Director	Chin-tsai Chen	2020/07/17	Taiwan Insurance Institute	International Anti-Corruption and Whistleblower Protection Practices - From Money Laundering Prevention to Combating the Financing of Terrorism	3 hours
Directors' legal representative	Shu-hui Chen	No further hours are recorded for 2020 as the appointment was reassigned on 10 March 2021.

Important resolution of the board meeting

Important resolution of the 2017 board meeting Important resolution of the 2018 board meeting Important resolution of the 2019 board meeting Important resolution of the 2020 board meeting Important resolution of the 2021 board meeting 2022年董事會之重要決議事項

Members of the 17th Board of Directors