投資人專區
INVESTORS
Corporate governance

Members of the 18th Board of Directors

Job TitleNationality or
place of registration
NameGenderDate of Election
(Inauguration)
Term of OfficeDate of first electionMajor Experience
(Education)
Current position(s) with
the Company and other
companies
ChairmanTaiwanTai-Ming ChenMale2022.06. 083 Years2019.06. 21B.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 ChairmanTaiwanMultifield Investment Inc.
Representative: Hsi-Hu Lai
Male2022.06. 083 Years2019.06. 21Department 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 DirectorTaiwanHuan Tai Co., Ltd.
Representative: Chia-Shuai Chang
Male2022.06. 083 Years2022.06. 08Doctor 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 DirectorTaiwanHuan Tai Co., Ltd.
Representative: Pen-Chi Chen
Female2022.06. 083 Years2019.06.21Graduate 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 DirectorTaiwanKaimei Electronic Corporation
Representative: Shu-Hui Chen
Female2022.06. 083 Years2018.06.15Graduate 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 DirectorTaiwanShi Hen Enterprise Limited
Representative: Shu-Chen Tsai
Female2022.06. 083 Years2019.06. 21Sheng Kung Girl's High School
Chairman, Hsin Bung International Co., Ltd.
Hsin Bung International Co., Ltd.
Chairman and President
Independent DirectorTaiwanChin-Tsai ChenMale2022.06. 083 Years2007.05.15Department 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 DirectorTaiwanTa-Sheng ChiuMale2022.06. 083 Years2022.06. 08Master 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 DirectorTaiwanYueh-Hsiang TsaiMale2022.06. 083 Years2022.06. 08B.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 TitleName2022/03/17
Nominated by the Board of Directors
2022/06/08
Approved by the Shareholders' Meeting
Remarks
Independent DirectorChin-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 DirectorTa-Sheng Chiu符合符合 
Independent DirectorYueh-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:
StandardsPoliciesImplementation
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 capabilitiesAccounting and financial skillsManagement skillsAbility to deal with crisisDate of Election (Inauguration)Industry knowledgeInternational market perspectiveAbility to leadAbility to make decisions
Tai-Ming ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Hsi-Hu LaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Chia-Shuai ChangEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shu-Hui ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Pen-Chi ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shu-Chen TsaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Chin-Tsai ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Ta-Sheng ChiuEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Yueh-Hsiang TsaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
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 TitleNameActual number of
meetings attended B
Number of attendance by proxyActual attendance rate (%) [B/A]
ChairmanTai-Ming Chen50100%
Deputy ChairmanTong Hsing Food Industrial Corp.
Representative: Hsi-hu Lai
50100%
DirectorsMultifield Investment
Representative: Shao-Pin Ru
50100%
DirectorsKaimei Electronic Corp.(Note 1)
Representative: Shu-Hui Chen
50100%
DirectorsMu Yeh Wen Investment Co., Ltd
Representative: Pen-Chi Chen
50100%
DirectorsShi Hen Enterprise Limited
Representative: Shu-Chen Tsai
4180%
Independent DirectorShih-Chien Yang50100%
Independent DirectorTun-Son Lin50100%
Independent DirectorChin-Tsai Chen50100%

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 ResolutionsOpinion 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/AN/AN/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/AN/AN/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/AN/AN/A
2021.08.11 17th Year 14th Time
  • No discussion and resolution occurred.
N/AN/AN/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/AN/AN/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 CycleAssessment PeriodScope of AssessmentMethod of AssessmentContent of Assessment
Assessment Frequency: Once a year2021/01/01~2021/12/31including the Board as a whole, individual members and members of functional committeesSelf-assessmentAs 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 TitleNameDate of StudyOrganizerCourse NameStudy Hours
Representative
Corporate Director
Shu-Hwei Chen2021/12/20Accounting Research and Development Foundation
of the Republic of China
Continuing Education and Training for Accounting Managers12 hours
Representative
Corporate Director
Shao-Pin Ru2021/12/08Taiwan Independent Director AssociationBoard leadership strategies and secrets for digital transformation3 hours
2021/12/15Accounting 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 Chen2021/12/08Accounting 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 DirectorShih-Chien Yang2021/11/05Taiwan Investor Relations InstituteAnalysis of information security and risk trends3 hours
2021/11/25Taiwan Corporate Governance AssociationCase analysis of malicious merger and acquisition, competition for management rights and countermeasures3 hours
Independent DirectorTun-Son Lin2021/09/01Financial Supervisory CommissionThe 13th Taipei Corporate Governance Forum6 hours
Independent DirectorChin-Tsai Chen2021/08/19Taiwan Insurance InstituteInternational Anti-Corruption and Detractor Protection Practice-Discussion on Money Laundering Control
and Combating of Terrorism Financing Transactions
3 hours
2021/09/01Digital Governance AssociationThe influence of the Commercial Court on the operation of the board of directors
and the performance of directors' duties
3 hours
2021/10/28Taiwan Institute of DirectorsThe general trend of life insurance industry ESG and sustainable management3 hours