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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:

     Operations
    Judgment    		Management Crisis Management Leadership Decision-makingIndustry knowledgeInternational OutlookAccountingFinance Financial Technology Marketing Employee status
    Tai-Ming ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible 
    Hsi-Hu LaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible   
    Chia-Shuai ChangEligibleEligibleEligibleEligibleEligibleEligible   ligibleEligibleEligible
    Shu-Hui ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible    
    Pen-Chi ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible    
    Shu-Chen TsaiEligibleEligibleEligibleEligibleEligibleEligible Eligible  Eligible 
    Chin-Tsai ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible 
    Ta-Sheng ChiuEligibleEligibleEligibleEligibleEligibleEligible EligibleEligible   
    Yueh-Hsiang TsaiEligibleEligibleEligibleEligibleEligibleEligible EligibleEligibleEligible  
    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 4 meetings of the Board of Directors held in the most recent year (FY2023) [A] is shown below:
    Job TitleNameActual number of
    meetings attended B    		Number of attendance by proxyActual attendance rate (%) [B/A]
    ChairmanTai-Ming Chen4250%
    Vice ChairmanMultifield Investment Inc.
    (Representative: Hsi-Hu Lai)    		40100%
    DirectorsHuan Tai Co., Ltd.
    (Representative: Jia-Shuai Chang)    		40100%
    DirectorsHuan Tai Co., Ltd.
     (Representative: Pen-Chi Chen)    		40100%
    DirectorsShi Hen Enterprise Limited
    (Representative: Shu-Chen Tsai)    		40100%
    DirectorsKaimei Electronic Corporation
    (Representative: Shu-Hui Chen)    		40100%
    Independent DirectorTa-Sheng Chiu40100%
    Independent DirectorYueh-Hsiang Tsai40100%
    Independent DirectorChin-Tsai Chen3175%

     

    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.
    March 17, 2022 
    16th meeting of the 17th Board

    * Approved the submission of the Company’s 2021 "Statement of Internal Control System".
    * Approved the amendment of the Company's "Internal Control System" and "Internal Audit Rules".
    * Approved the proposal for the Company's year-end bonus distribution and remuneration distribution plan for employees, Directors and Supervisors for 021.
    * Approved evaluation on the independence and competency of the Company's CPA.
    * Approved the Company's 2021 Business Report and Financial Statements.
    * Approved the adoption of the proposal for distribution of 2021 earnings.
    * Approved the short-form merger with Kingpak Technology Inc.
    * Approved the Company’s capital restructure.
    * Approved the amendment of the Company's "Articles of Incorporation".
    * Approved the amendment of the "Procedures for Acquisition or Disposal of Assets".
    * Approved the amendment of the Company's ""Rules of Procedures for Shareholders' Meetings"".
    * Approved cancellation of the Company’s new employee restricted shares that failed to meet the vesting conditions.
    * Approved the election of all Directors of the Company.
    * Approved the nomination of director candidates.
    * Approved the proposal for the waiver of non-competition clauses for newly elected Directors and their representatives.
    * Approved the date, location, and reasons for convening the Company's 2022 annual shareholders' meeting.
    * Approved the period and venue for the acceptance of shareholders' proposals and nomination of candidates for Directors for the Company's 2022 annual shareholders' meeting..
    * Approved the purchase of land and building of Chilisin's Chupei factory."

    		N/AN/AN/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/AN/AN/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/AN/AN/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/AN/AN/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/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
    Assessment Frequency: Once a year2022/01/01~2022/12/31including 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.
    Performance evaluation execution status:
    Internal evaluation:
    The results of the 2022 performance evaluation of the Company's Board of Directors are as follows:
    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 company adopted the Board Performance Evaluation Method by resolution of the board of directors on August 11, 2020. The Company engaged Taiwan Corporate Governance Association to do external evaluation on 2022 Board of Directors performance. The Association and execution experts are independent from the Company and have no business relationship with the Company.
    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.
    The abstract of 2022 Board of Directors' performance evaluation report
    ItemnEvauation CommentsEvaluation 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
    ItemnEvauation CommentsEvaluation 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

    Director’s continuing education hours

    Number of hours of continuing education as a Director in 2022:
    Job TitleNameDate of StudyOrganizerCourse NameStudy Hours
    DirectorTie-Min Chen2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Representative
    Corporate Director    		Hsi-Hu Lai2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Representative
    Corporate Director    		Jia-Shuai Chang2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Representative
    Corporate Director    		Pen-Chi Chen2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    2022/11/13Taiwan Stock Exchange2022 Cathay Sustainable Finance and Climate Change Summit6 hours
    Representative
    Corporate Director    		Shu-Chen Tsai2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders6 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act. 
    Representative
    Corporate Director    		Shu-Hwei Chen2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Independent DirectorTa-Sheng Chiu2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Independent DirectorYueh-Hsiang Tsai2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Matters needing attention in securities transactions of company insiders3 hours
    2022/11/10

    Accounting Research and Development Foundation

    of the Republic of China

    		Corporate Governance& Securities and Exchange Act.3 hours
    Independent DirectorChin-Tsai Chen2022/03/18Taiwan Corporate Governance AssociationESG reporting trends and business implications3 hours
    2022/05/12Taiwan Corporate Governance Association    Information security governance path under the challenge of legal compliance1.5 hours
    2022/06/28Taiwan Institute of Directors 

       2022 Taiwan Institute of Directors: Exploring the core competitiveness

    of the next generation in the age of drastic changes

    		3 hours
    2022/09/23Securities and Futures Institute 

       Talking about Emerging Financial Technology Crimes and Money Laundering

    Prevention from a Company Perspective

    		3 hours
    2022/10/27Taiwan Insurance Institute    Issue 13 of 2022- IFRS17 Competitive Blueprint and Sustainable Development3 hours

    Important resolution of the board meeting

    Important resolution of the 2020 board meeting Important resolution of the 2021 board meeting Important resolution of the 2022 board meeting Important resolution of the 2023 board meeting Important resolution of the 2024 board meeting