
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 | 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 |
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
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:
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 |
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 | 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:
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 |
| N/A | N/A | N/A |
2021.04.22 17th Year 12th Time |
| N/A | N/A | N/A |
2021.06.08 17th Year 13th Time |
| N/A | N/A | N/A |
2021.08.11 17th Year 14th Time |
| N/A | N/A | N/A |
2021.11.11 17th Year 15th Time |
| 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 |
- (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
(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
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 |
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 |
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 |