Board of Directors_Corporate Governance_Investor

投資人專區

Corporate governance

Corporate governance

Members of the 18^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 Chen	Male	2022.06. 08	3 Years	2019.06. 21	B.S. in Engineering Science, National Cheng Kung University Honorary Doctorate in Management, National Sun Yat-sen University Chairman, Yageo Corporation Chairman, Chilisin Electronics Corp.	Chairman, Yageo Corporation Chairman, Tong Hsing Electronic Industries, Ltd. Chairman, Kuo Hsin Investment Co.
Deputy Chairman	Taiwan	Multifield Investment Inc. Representative: Hsi-Hu Lai	Male	2022.06. 08	3 Years	2019.06. 21	Department of Economics, Soochow University Finance Department, Far Eastern Group Vice President of Finance Department, Tong Hsing Electronic Industries, Ltd. Chief of Staff, Tong Hsing Electronic Industries, Ltd. Chairman, Tong Hsing Electronic Industries, Ltd. Chairman, Kingpak Technology Inc.	Vice Chairman, Tong Hsing Electronic Industries, Ltd.
Corporate Director	Taiwan	Huan Tai Co., Ltd. Representative: Chia-Shuai Chang	Male	2022.06. 08	3 Years	2022.06. 08	Doctor of Physics, National Tsing Hua University Vice President of Business Division, Impac Technology Co., Ltd. Manager of R&D Department, Huaxin Zhaohe Co., Ltd. Manager, Optical Components Division, Optical Systems Group, ITRI Vice President of Marketing Department, Tong Hsing Electronic Industries, Ltd. President, Kingpak Technology Inc.	Chief Operating Officer, Tong Hsing Electronic Industries, Ltd. President, 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, Kaimei Electronic (Hong Kong) Limited Director Representative, Kaijet Technology International Corporation Director Representative, Kaimei Electronic (Suzhou) Limited Director Representative, Tong Hsing Electronic Industries, Ltd. Director Representative, Ralec Co., Ltd. Director Representative, Ralec Technology (Hong Kong) Limited Supervisor, Ralec Trading (Kunshan) Co., Ltd. Supervisor, Ralec Technology (Kunshan) Co., Ltd. Supervisor, Ralec Electronic Technology (Hunan) Co., Ltd. Director Representative, ASJ Holdings Pte Limited Director Representative, ASJ Pte . Limited Director Representative, ASJ (Hong Kong) Limited
Corporate Director	Taiwan	Kaimei Electronic Corporation Representative: Shu-Hui Chen	Female	2022.06. 08	3 Years	2018.06.15	Graduate of the Department of Accounting, Aletheia University Audit Manager. PwC Taiwan	Accounting Officer, Kaimei Electronic Corporation Director Representative, Teapo (Dongguan) Electronic Corporation Director Representative, Teapo (Hong Kong) Electronic Corporation Director Representative, Kaimei Electronic (Hong Kong) Limited Director Representative, Teapo (Bermuda) Holdings Limited Director Representative, Kaijet Technology International Corporation Director Representative, Kaimei Electronic (Suzhou) Limited Director Representative, 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	Sheng Kung Girl's High School Chairman, Hsin Bung International Co., Ltd.	Hsin Bung International Co., Ltd. Chairman and President
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 Chairman, HIWIN Technologies Corporation Chairman, Win Semiconductors Corporation Independent Director/ Committee Member of Compensation Committee/ Committee Member of Audit Committee, Kinsus Interconnect Technology Corporation Corporate Supervisor Representative, Infotel Inc. Independent Director/ Committee Member of Compensation Committee, Tong Hsing Electronic Industries, Ltd. Corporate Director Representative, Xin Sheng San Chairman, Win Semi USA Chairman, Win Cayman Chairman, ITEQ Corporation Corporate Director Representative, Mercuries Life Insurance Co., Ltd. Independent Director/ Committee Member of Compensation Committee/ Committee Member of Audit Committee, Inventec Besta Co., Ltd.
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	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. Director, TIA CAPITAL ADVISORS INC.

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	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

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

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:

	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
Hsi-Hu Lai	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Chia-Shuai Chang	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shu-Hui Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Pen-Chi Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Shu-Chen Tsai	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Chin-Tsai Chen	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Ta-Sheng Chiu	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible	Eligible
Yueh-Hsiang Tsai	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 5 meetings of the Board of Directors held in the most recent year (FY2021) [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	5	0	100%
Deputy Chairman	Tong Hsing Food Industrial Corp. Representative: Hsi-hu Lai	5	0	100%
Directors	Multifield Investment Representative: Shao-Pin Ru	5	0	100%
Directors	Kaimei Electronic Corp.(Note 1) Representative: Shu-Hui Chen	5	0	100%
Directors	Mu Yeh Wen Investment Co., Ltd Representative: Pen-Chi Chen	5	0	100%
Directors	Shi Hen Enterprise Limited Representative: Shu-Chen Tsai	4	1	80%
Independent Director	Shih-Chien Yang	5	0	100%
Independent Director	Tun-Son Lin	5	0	100%
Independent Director	Chin-Tsai Chen	5	0	100%

Note 1: The corporate director, Kaimei Electronic Corp. has been replaced its representative Mr. Chi-Sheng Weng with Ms. Shu-hui Chen on March 10, 2021..

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.
2021.03.11 17th Year 11th Time	Approved the submission of the Company’s “Statement of Internal Control System” in 2020. Approved evaluation on the independence and competency of the Company's CPA. Approved the proposal for the Company's distribution of remuneration for employees and directors in 2020. Approved the Company's Business Report and Financial Statement in 2020. Approved the proposal for distribution of earnings in 2020. Approved the amendment of the Company’s “Rules for Director Election” Approved the date, location, and reasons for convening the 2021 general shareholders' meeting of the Company Approved period and venue for the Company's general shareholders' meeting in 2021 to accept the shareholders' proposals. Approved the Company's application for relevant transaction limits with financial institutions to meet the requirements for working capital and interest and exchange rate management.	N/A	N/A	N/A
2021.04.22 17th Year 12th Time	Approved the amendment of the Company’s “Procedures for Acquisition or Disposal of Assets" Approved the amendment of the Company’s “Procedures for the Acquisition and Disposal of Assets” Approved the Revision to the Announcement of the Annual Shareholders’ meeting in 2021	N/A	N/A	N/A
2021.06.08 17th Year 13th Time	Approved modification of the date and location for convening the 2021 general shareholders' meeting of the Company.	N/A	N/A	N/A
2021.08.11 17th Year 14th Time	No discussion and resolution occurred.	N/A	N/A	N/A
2021.11.11 17th Year 15th Time	Approved the Company's Consolidated Financial Statement in 2021Q3. Approved the Company's Business Plan in 2022. Approved the Submission of the Annual Audit Plan in 2022 Approved the Regular Review of Board Performance Evaluation Approved the establish of Nominating Committee and formulate ”Organizational Articles of Nominating Committee” and elected members of the audit committee Approved the amendment of “Risk management program”	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	2021/01/01~2021/12/31	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

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

(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

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 2021 and therefore no external professional evaluation was required.
(2) Internal evaluation: The results of the Company's Board performance evaluation for 2021 are as follows:
Overall average score of the Board's performance self-assessment: 4.884 (out of 5)
Overall average self-assessment score of board members: 4.995 (out of 5)The results of the performance evaluation of the Board of Directors were reported to the Nomination Committee on March 17, 2022 and to the Board of Directors on March 17, 2022

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 2021, the attendance rate of all members was 100%. 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 2021, 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 2021, according to the corporate governance evaluation index, the annual report and website disclosure were completed
(4) Establishing Nomination Committee：On November 11, 2021, 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

Director’s continuing education hours

Number of hours of continuing education as a Director in 2021:

Job Title	Name	Date of Study	Organizer	Course Name	Study Hours
Representative Corporate Director	Shu-Hwei Chen	2021/12/20	Accounting Research and Development Foundation of the Republic of China	Continuing Education and Training for Accounting Managers	12 hours
Representative Corporate Director	Shao-Pin Ru	2021/12/08	Taiwan Independent Director Association	Board leadership strategies and secrets for digital transformation	3 hours
Representative Corporate Director	Shao-Pin Ru	2021/12/15	Accounting Research and Development Foundation of the Republic of China	How to improve corporate governance by utilizing intellectual property management system	3 hours
Representative Corporate Director	Pen-Chi Chen	2021/12/08	Accounting Research and Development Foundation of the Republic of China	Discussions on how independent directors properly exercise their functions and powers and insights on Audit Committee, from the perspective of the Securities and Exchange Act	3 hours
Independent Director	Shih-Chien Yang	2021/11/05	Taiwan Investor Relations Institute	Analysis of information security and risk trends	3 hours
Independent Director	Shih-Chien Yang	2021/11/25	Taiwan Corporate Governance Association	Case analysis of malicious merger and acquisition, competition for management rights and countermeasures	3 hours
Independent Director	Tun-Son Lin	2021/09/01	Financial Supervisory Commission	The 13th Taipei Corporate Governance Forum	6 hours
Independent Director	Chin-Tsai Chen	2021/08/19	Taiwan Insurance Institute	International Anti-Corruption and Detractor Protection Practice-Discussion on Money Laundering Control and Combating of Terrorism Financing Transactions	3 hours
		2021/09/01	Digital Governance Association	The influence of the Commercial Court on the operation of the board of directors and the performance of directors' duties	3 hours
		2021/10/28	Taiwan Institute of Directors	The general trend of life insurance industry ESG and sustainable management	3 hours

Important resolution of the 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 Important resolution of the 2022 board meeting

Members of the 18th Board of Directors