Members of the 18th 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 Chen | Male | 2022.06. 08 | 3 Years | 2019.06. 21 | Bachelor’s degree in engineering, National Cheng Kung University Doctor's degree in Department of Business Management, NSYSU Chairperson, Yageo Corp. | Chairperson, Yageo Corp. Chairperson, Tong Hsing Electronic Ind., Ltd. Chairperson, Advanced Power Electronics Co., Ltd. Chairperson, Xsemi Corporation Chairperson, Kuo Shin Investment Co, Ltd. |
| Deputy Chairman | Taiwan | Multifield Investment Inc. Representative: Hsi-Hu Lai | Male | 2022.06. 08 | 3 Years | 2019.06. 21 | Bachelor’s Degree in Department of Economics, Soochow University Finance Department, Far East Group Vice President, Tong Hsing Electronic Ind., Ltd. Chief of Staff, Tong Hsing Electronic Ind., Ltd. Chairperson, Tong Hsing Electronic Ind., Ltd. Chairperson, Kingpak Technology | Chairperson, Tong Hsing Enterprise Corp. Vice Chairperson, Tong Hsing Electronic Ind., Ltd. |
| Corporate Director | Taiwan | Huan Tai Co., Ltd. Representative: Jia-Li Huang | Female | 2022.06. 08 | 3 Years | 2022.06. 08 | Bachelor degree in Public Finance, National Chung Hsing University. | CFO, Xsemi Corporation |
| Corporate Director | Taiwan | Huan Tai Co., Ltd. Representative: Pen-Chi Chen | Female | 2022.06. 08 | 3 Years | 2019.06.21 | Graduate of the Department of Accounting, Fu Jen Catholic University PwC Taiwan Audit Manager | Vice President, Kaimei Electronic Corporation Director Representative, Kaijet Technology International Corporation Director Representative, Tong Hsing Electronic Ind., Ltd. Director Representative, Ralec Technology (H.K.) Ltd. Supervisor, Ralec Trading (KUNSHAN) Limited Supervisor, Ralec Technology (KUNSHAN) Limited Supervisor of Hunan Ralec Electronic Tech Co., Ltd Director Representative, ASJ Holdings Pte Limited. Director Representative,, ASJ Pte. Limited. |
| Corporate Director | Taiwan | Kaimei Electronic Corporation Representative: Shu-Hui Chen | Female | 2022.06. 08 | 3 Years | 2018.06.15 | Bachelor’s Degree in Accounting, Aletheia University PricewaterhouseCoopers Audit Manager | Accounting Supervisor of Kaimei Electronic Corp. Representative of Corporate Director, Teapo Electronics (Dongguan) Corp. Representative of Corporate Director, Teapo Electronic(Hong Kong) Corp. Representative of Corporate Director, Teapo Holding (Bermuda) Ltd. Representative of Corporate Director, KAIJET TECHNOLOGY INTERNATIONAL CORPORATION Supervisor of Suzhou Kaimei Electronic Co., Ltd. Supervisor of Dongguan Jamicon Electronic Co.,Ltd. Representative of Corporate Director, Tong Hsing Electronic Industries, Ltd. |
| Corporate Director | Taiwan | Shi Hen Enterprise Limited Representative: Shu-Chen Tsai | Female | 2022.06. 08 | 3 Years | 2019.06. 21 | Catholic Sheng Kung Girls' High School Chairperson and President, Hsin Bung Co., Ltd. | Chairperson and President, Hsin Bung Co., Ltd. Director Representative, Tong Hsing Electronic Ind., Ltd. |
| Independent Director | Taiwan | Chin-Tsai Chen | Male | 2022.06. 08 | 3 Years | 2007.05.15 | Department of Accounting and Statistics, Tamkang University Master of Public Administration, University of San Francisco Graduate School of Accounting, Tamkang University Accountant, KPMG Taiwan Vice President and President, Namchow Chemical Industrial Co., Ltd. Adjunct Assistant Professor, Department of Accounting, Tamkang University President, Namchow Chemical Industrial Co., Ltd. | Vice Chairperson, HIWIN Technologies Corporation |
| Independent Director | Taiwan | Ta-Sheng Chiu | Male | 2022.06. 08 | 3 Years | 2022.06. 08 | Master of Economics, National Chengchi University B.S. in Engineering Science, National Cheng Kung University B.S. in Statistics, National Cheng Kung University Senior Vice President Vice President, Financial Markets Division, Taishin International Commercial Bank Vice President, Financial Transactions Division, Standard Chartered Bank, UK Associate, Foreign Exchange Trading Division, American Express Bank | President, Moldavit International Co., Ltd. Independent Director, Tong Hsing Electronic Ind., Ltd. Independent Director, Taiwan Chinsan Electronic Ind., Co., Ltd. |
| Independent Director | Taiwan | Yueh-Hsiang Tsai | Male | 2022.06. 08 | 3 Years | 2022.06. 08 | B.S. Rensselaer Polytechnic Institute TROY, NY Director, NEUCHIPS INC. Director, TIA CAPITAL ADVISORS INC. | Director, NEUCHIPS INC.
|
Board Responsibilities
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 | 2022/03/17 Nominated by the Board of Directors | 2022/06/08 Approved by the Shareholders' Meeting | Remarks |
| 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. |
| Independent Director | Ta-Sheng Chiu | 符合 | 符合 | |
| Independent Director | Yueh-Hsiang Tsai | 符合 | 符合 |
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
| Standards | Policies | Implementation |
|---|---|---|
| I. Basic conditions and values | (1) Gender: at least 2 seats for female directors | (1) Gender: among the 9 directors, 3 of them are female, accounting for 33% of the total, while 6 are male, taking up 67%. |
| II. Professional knowledge and skills | (1) Professional background: including accounting, industry, finance, marketing or technology, etc. (2) Industrial experience: including semiconductor, finance, accounting or technology industry, etc. | 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: |
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:
The Board of Directors of the Company consists of 9 members, including 3 independent directors, accounting for 33.33% of the total. The independence of board members is disclosed on Page 15~18, "Professional qualifications of Directors and the independence of independent directors". There are neither circumstances specified in Paragraphs 3 and 4 of Section 26 (3) of the Securities and Exchange Act nor any spouse or lineal relative within the second degree of kinship of any of the directors.
The operating status of the Board of Directors
The operating status of the Board of Directors -
| Job Title | Name | Actual number of meetings attended B | Number of attendance by proxy | Actual attendance rate (%) [B/A] |
|---|---|---|---|---|
| Chairman | Tai-Ming Chen | 4 | 1 | 80% |
| Vice Chairman | Multifield Investment Inc. (Representative: Hsi-Hu Lai) | 5 | 0 | 100% |
| Directors | Huan Tai Co., Ltd. (Representative: Jia-Shuai Chang) | 2 | 1 | 67% |
| Directors | Huan Tai Co., Ltd. (Representative: Jia-Li Huang) | 2 | 0 | 100% |
| Directors | Huan Tai Co., Ltd. (Representative: Pen-Chi Chen) | 5 | 0 | 100% |
| Directors | Shi Hen Enterprise Limited (Representative: Shu-Chen Tsai) | 4 | 1 | 80% |
| Directors | Kaimei Electronic Corporation (Representative: Shu-Hui Chen) | 5 | 0 | 100% |
| Independent Director | Ta-Sheng Chiu | 5 | 0 | 100% |
| Independent Director | Yueh-Hsiang Tsai | 5 | 0 | 100% |
| Independent Director | Chin-Tsai Chen | 4 | 1 | 80% |
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:
| 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. |
|---|---|---|---|---|
| March 17, 2022 16th meeting of the 17th Board | * Approved the submission of the Company’s 2021 "Statement of Internal Control System". | N/A | N/A | N/A |
| April 26,2022 17th meeting of the 17th Board | * Approved the amendment of "Corporate Governance Best Practice Principles" and "Procedures for Handling Material Inside Information and Insider Trading". * Approved the Company's 2022 Q1 consolidated financial statements. | N/A | N/A | N/A |
| June 8, 2022 1st meeting of the 18th Board | * Approved the election of the 18th Chairman and Vice Chairman of the Board. * Approved the nomination of president by the Chairman. * Approved the appointment of members of the Audit Committee. * Approved the election of members of the Remuneration Committee. * Approved the election of members of the Nomination Committee. | N/A | N/A | N/A |
| August 11, 2022 2nd meeting of the 18th Board | * Approved the amendment of the Company's "Internal Control System" and "Internal Audit Rules". * Approved the Company's "Sustainable Development Best Practice Principles". * Approved the Company's 2022 Q2 consolidated financial statements. * Approved cancellation of the Company’s new employee restricted shares that failed to meet the vesting conditions. | N/A | N/A | N/A |
| November 10,2022 3rd meeting of the 18th Board | * Approved the Company's 2022 Q3 consolidated financial statements. * Approved 2023 Annual Audit Plan. * Approved the change of CPA due to internal adjustment of the CPA firm. * Approved the Company to donate to "Yageo Sports Competition Development Association". * Approved the general principle of pre-approving non-assurance service of the Company. | N/A | N/A | N/A |
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 | 2021/01/01~2021/12/31 | including the Board as a whole, individual members and members of functional committees | Self-assessment | As described below |
| Assessment Frequency: Once a year | 2022/01/01~2022/12/31 | 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) Improvement in the Board's decision-making quality
- (3) Composition and structure of the Board
- (4) Election and continuing education of Directors
- (5) Internal control
- (1) Degree of participation in the Company's operation
- (2) Understanding of the director's roles and responsibilities
- (3) Management of the internal relations and communication
- (4) Expertise and continuing education of directors
- (5) Internal control
The overall average score of the self-evaluation of the Board of Directors' performance was 4.884 points (out of 5 points).
The overall average score of the self-evaluation of individual Directors' performance was 4.995 points (out of 5 points).
The overall average score of the self-evaluation of the Audit Committee performance was 5 points (out of 5 points).
The overall average score of the self-evaluation of the Remuneration Committee performance was 5 points (out of 5 points).
External evaluation:
The assessment covers eight major aspects, namely Board composition, guidance, delegation of authority, supervision, communication, internal control and risk management, self-discipline and support systems. The documentary review of self-assessment was conducted by the Company first, followed by on-site visit. An evaluation report was then issued to the Board of Directors.
The results of the performance evaluation of the Board of Directors were reported to the Nomination Committee on March 14, 2023 and to the Board of Directors on March 14, 2023, and then disclosed on the Company's website.
| Item | Evauation Comments | Evaluation result |
|---|---|---|
| １ | Focus on the development and operation of the core business, actively invest in the research and development and innovation of technology and services, continuously improve the competitiveness of the Company, create interests for shareholders and safeguard the interests of stakeholders. | Excellent |
| ２ | The current members possess professional background and experience appropriate for the current management and development requirements of the Company. Experts with industry expertise were selected as independent directors, who have sound interactions with the management. | Excellent |
| ３ | The composition of the Board has given due consideration to the principle of diversity. Three out of the nine members of the Board are women, accounting for 33.33% of total number of members. This is the concrete representation of sound corporate governance practice and convergence to international trends which is worth encouraging. | Excellent |
| Item | Evauation Comments | Evaluation result |
|---|---|---|
| １ | It is recommended that the Company can upgrade the committee to a functional committee under the Board level. The Board oversees corporate social responsibility, sustainable development directions and specific implementation plans. The suggestion has been followed and executed. | The suggestion has been followed and executed. |
| ２ | There has been lack of concrete evaluation mechanism for competency of the CPA. It is suggested that the Company can set up a periodic evaluation mechanism on the competency of CPA. The suggestion has been followed and executed. | The suggestion has been followed and executed. |
| ３ | It is recommended that, in addition to the existing mechanism, the Company can set up a reporting mailbox which is also received by the independent directors at the same time to further strengthen the functions of the whistle-blower mechanism. | The suggestion has been followed and executed. |
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)All members of the audit committee attended and implemented risk control： In 2022, the attendance rate of all members was 92%. The company's financial statements, the selection (or dismission) of certified accountants and their independence and performance, the effective implementation of the company's internal control, and confirmation of the compliance to relevant laws and regulations were reviewed
- (2) The policies, systems, standards and structure of performance evaluation and remuneration for directors and managers were reviewed regularly: In 2022, the attendance rate of all members was 100%. The remuneration of directors and managers was evaluated
- (3) Efforts were made to continue promoting corporate governance and improving the ranking of corporate governance assessment: In 2022, according to the corporate governance evaluation index, the annual report and website disclosure were completed
- (4) Establishing Nomination Committee：On November 10, 2022, the Nomination Committee was established. The performance evaluation of the overall board, individual directors and functional committees and the nomination of director candidates were completed
- (5)Improving information transparency：In 2022, the company will complete the update of the official website, and the bilingual (Chinese and English) disclosure of information in corporate business, finance, investor relations and corporate social responsibility
Board of Directors’ Supervision of Sustainable Development
The Board of Directors is responsible for formulating the sustainable development strategy and overseeing the implementation of sustainability-related activities by the Sustainability Committee and the Sustainability Office, and reviewing progress and results on a quarterly basis. The specific management guidelines set for this year include reducing water, electricity and waste, and setting a 2% decrease in water intake or a 2% increase in recycled water, a 2% electricity saving and a 5% waste reduction as sustainable environmental management indicators. The board of directors has incorporated the above environmental and energy-saving indicators and ESG assessment results into the link between managers’ KPI performance and remuneration. The board of directors reviews and makes adjustments based on performance results. At the same time, in order to strengthen the connection between the company's sustainable environmental management indicators and managers' performance, the two sub-item KPIs of external ESG evaluation results and environmental energy-saving indicators are included as manager performance appraisal items, and the achievement of KPIs is used as the basis for reward and remuneration. The weight of ESG indicators is 10%. Classification: A+, A, B, C based on KPI achievement rate and linked to managers’ variable remuneration.
Continuing professional education (CPE) hours for directors
| Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
|---|---|---|---|---|---|
| Director | Tie-Min Chen | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Hsi-Hu Lai | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Jia-Li Huang | 2024/09/06 | Securities and Futures Institute | 2024 Insider Trading Prevention Awareness Seminar | 3 hours |
| 2024/09/30 | Taiwan Stock Exchange | Taiwan Capital Market Development Summit | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Pen-Chi Chen | 2024/07/03 | Taiwan Stock Exchange | 2024 Cathay Sustainable Finance and Climate Change Summit | 6 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours | ||
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Shu-Chen Tsai | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Representative Corporate Director | Shu-Hwei Chen | 2024/12/05-06 | Accounting Research and Development Foundation of the Republic of China | Continuing training courses for accounting supervisors of issuers, securities companies and stock exchanges | 12 hours |
| Independent Director | Ta-Sheng Chiu | 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Corporate ESG Practice: Legal Responsibility Cases on "Gender Equality and Human Rights" | 3 hours |
| 2024/10/29 | Accounting Research and Development Foundation of the Republic of China | Legal Responsibilities and Case Analysis Related to Corporate "Control Rights Disputes" | 3 hours | ||
| Independent Director | Yueh-Hsiang Tsai | 2024/11/29 | Taiwan Project Management Association | Board Training Program for Listed Companies: Legal Framework and Case Studies on Trade Secret Protection | 3 hours |
| 2024/12/17 | Taiwan Project Management Association | Board Training Program for Listed Companies: Applications of Generative AI and ChatGPT | 3 hours | ||
| Independent Director | Chin-Tsai Chen | 2024/04/29 | Taiwan Corporate Governance Association | The New Generation of Artificial Intelligence: How Chatbot ChatGPT is Revolutionizing Industry Trends | 3 hours |
| 2024/06/19 | Taiwan Institute of Directors | Uncovering the International Competitiveness of Taiwanese Companies in the Context of Global Competition | 3 hours | ||
| 2024/08/09 | Taiwan Corporate Governance Association | Code of Integrity in Business Operations and How to Avoid Missteps in Board and Supervisory Responsibilities | 3 hours |
Operating status of Corporate Governance
The Board of Directors of the Company resolved on 11 August 2020 to appoint Ms. Jia-li Huang, Deputy General Manager and Chief Financial Officer of the Finance Division,
as the Head of Corporate Governance to be responsible for Corporate Governance related matters. Jia-li Huang has at least three years of experience in financial and other management roles
in publicly traded companies.
Matters related to Corporate Governance include the following:
I. To transact business in connection with the meetings of the Board and of the Members in accordance with the Law.
II. To prepare minutes of meetings of the Board of Directors and shareholders.
III. To assist directors in their appointment and continuing education.
IV. To provide information necessary for directors to carry out their business.
V. To assist the Directors in complying with the Act.
VI. Other matters as stipulated in the Articles of Association or the Deed.
The business priorities for 2023 are as follows:
I. To provide information to the Directors for the meetings of the Board of Directors and Audit Committee.
II. To be responsible for the announcement of major resolutions on the day following the Board of Directors' and Shareholders' meetings.
III. To deal with matters relating to shareholders' meetings in accordance with the law.
IV. To provide information on directors' continuing education from time to time and to remind them to complete their studies and reporting
in accordance with the requirements of the Important Points for the Implementation of Continuing Education for Directors and Supervisors of Listed Companies".
V. The corporate governance officer has reported the situation of 2023 corporate governance to the board meeting held on October 26, 2023.
(including the effectiveness of corporate social responsibility, related matters of risk management, policy and measure on information security, and intellectual property plans)
Further Education Hours for the Head of Corporate Governance in 2023
| Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
|---|---|---|---|---|---|
| Vice President & CFO | Jia-Li Huang | 2023/05/26 | Environment Protection Administration | Green Chemistry Joint | 3 hours |
| 2023/10/26 | Accounting Research and Development Foundation of the Republic of China | ESG megatrends-corporate business challenges, responses and layout | 3 hours | ||
| 2023/10/26 | Accounting Research and Development Foundation of the Republic of China | Sustainability and digital dual-axis transformation | 3 hours | ||
| 2023/11/23 | Accounting Research and Development Foundation of the Republic of China | Continuing training courses for accounting supervisors of issuers, securities companies and stock exchanges | 3 hours | ||
| 2023/11/29 | Securities and Futures Institute | 2023 Insider Equity Transaction Legal Compliance Publicity Explanation Session | 3 hours |