投資人專區 

Members of the 17th 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 |
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Chairman | Taiwan | Tai-Ming (Pierre) Chen | Male | 2019.06. 21 | 3 Years | 2019.06. 21 |
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Deputy Chairman | Taiwan | Tong Hsing Food Industrial Corp. Representative: Xi-hu (Kevin) Lai | Male | 2019.06. 21 | 3 Years | 2019.06. 21 |
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Corporate Director | Taiwan | Multifield Investment Representative: Shao-ping Lu | Male | 2019.06. 21 | 3 Years | 2019.06. 21 |
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Corporate Director | Taiwan | Kaimei Electronic Corp. Representative: Shu-hui Chen | Female | 2019.06.21 | 3 Years | 2019.06.21 |
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Corporate Director | Taiwan | Konoha Investment Co., Ltd. Representative: Ben-chi Chen | Female | 2019.06.21 | 3 Years | 2018.06.15 |
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Corporate Director | Taiwan | Shi Hen Enterprise Limited Representative: Shu-chen Tsai | Female | 2019.06. 21 | 3 Years | 2019.06. 21 |
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Independent Director | Taiwan | Shi-chien Yang | Male | 2019.06.21 | 3 Years | 2019.06.21 |
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Independent Director | Dominican Republic | Zong-sheng (David) Lin | Male | 2019.06.21 | 3 Years | 2019.06.21 |
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Independent Director | Taiwan | Chin-tsai Chen | Male | 2019.06. 21 | 3 Years | 96.05.15 |
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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%).
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 | |
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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] |
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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. |
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2020. 01.08 17th Year 5th Time |
| N/A | N/A | N/A |
2020.03.18 17th Year 6th Time |
| N/A | N/A | N/A |
2020.05.08 17th Year 7th Time |
| N/A | N/A | N/A |
2020.08.11 17th Year 8th Time |
| N/A | N/A | N/A |
2020.11.10 17th Year 9th Time |
| N/A | N/A | N/A |
2020.12.29 17th Year 10th Time |
| 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 |
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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.
(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 |
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Director | Tai-Ming Chen | 2020/08/11 | Taiwan Corporate Governance Association | Ten Essential Lessons in Corporate Governance | 3 hours |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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. |