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Corporate governance

Members of the 17th 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 (Pierre) ChenMale2019.06. 213 Years2019.06. 21
  • Bachelor's degree, Department of Engineering Science, National Cheng Kung University
  • Chairman of Yageo Corporation Limited
  • Chairman of Chilisin Electronics Corp.
  • Chairman of Yageo Corporation Limited
  • Chairman of Chilisin Electronics Corp
  • Chairman of Kuoxin Investment Co. Ltd.
Deputy ChairmanTaiwanTong Hsing Food Industrial Corp.
Representative: Xi-hu (Kevin) Lai
Male2019.06. 213 Years2019.06. 21
  • Department of Economics, Soochow University
  • Finance Department, Far Eastern Group
  • Deputy General Manager, Finance Department, TONG HSING ELECTRONIC IND., LTD.
  • Chief of Staff, TONG HSING ELECTRONIC IND., LTD.
  • President, TONG HSING ELECTRONIC IND., LTD.
 
Corporate DirectorTaiwanMultifield Investment
Representative: Shao-ping Lu
Male2019.06. 213 Years2019.06. 21
  • Department of Electrical Machinery, National Taiwan University
  • Institute of Business & Management, National Chiao Tung University
  • General Manager of TONG HSING ELECTRONIC IND., LTD.
  • General Manager/CEO of TONG HSING ELECTRONIC IND., LTD.
Corporate DirectorTaiwanKaimei Electronic Corp.
Representative: Shu-hui Chen
Female2019.06.213 Years2019.06.21
  • Accounting Department of Aletheia University.
  • Audit manager of PwC Taiwan
  • Head of Accounting, Kaimei Electronic Corp.
  • Director Representative of Teapo Electronic Corp.
  • Director Representative of Dongguan Wisdom Electronice Co.
  • Director Representative of Teapo Electronic Corp.
  • Director Representative of Treasure Box Holdings Ltd.
  • Director Representative of Kaijet Technology International Corp.
  • Director Representative of Kaimei Electronic Corp.
  • Supervisor of Jingmeikang Electronic (Shenzhen) Co.
  • Supervisor of New Kaimei Motor (Shenzhen) Co.
  • Director Representative of TONG HSING ELECTRONIC IND.
Corporate DirectorTaiwanKonoha Investment Co., Ltd.
Representative: Ben-chi Chen
Female2019.06.213 Years2018.06.15
  • Graduated from Department of Accounting, Fu Jen Catholic University
  • PwC Taiwan
  • Audit Manager
  • Associate Manager of Accounting Department, Teapo Electronic Corp
  • Special Assistant to the Chairman of Kaimei Electronic Corp.
  • Representative Director of Kaimei Electronic (Hong Kong) Limited
  • Representative of the Board of Directors of New Kaimei Motor (Shenzhen) Co., Ltd.
  • Representative Director of Jingmeikang Electronics (Shenzhen) Co., Ltd
  • Representative Director of Kaijet Technology International Corporation
  • Representative Director of Kaimei Electronic Corp.
  • Representative Director of Bothhand Enterprise Inc.
Corporate DirectorTaiwanShi Hen Enterprise Limited
Representative: Shu-chen Tsai
Female2019.06. 213 Years2019.06. 21
  • Catholic Sheng Kung Girls' High School
  • Chairman and General Manager, Hsin Bung International Co., Ltd.
  • Chairman and General Manager, Hsin Bung International Co., Ltd.
Independent DirectorTaiwanShi-chien YangMale2019.06.213 Years2019.06.21
  • Ph.D. in Electrical Engineering, Northwestern University, USA
  • Master of Science in Electrical Engineering, Northwestern University, USA
  • B.S. in Electrical Engineering, National Taiwan University
  • National Policy Adviser to the President's Office
  • Member of the Executive Yuan and Convener of the Science and Technology Advisory Group of the Executive Yuan
  • Under Secretary of State, Ministry of Economic Affairs
  • Permanent Secretary, Ministry of Economic Affairs
  • Director General of the Industrial Development Bureau, Ministry of Economic Affairs
  • Deputy Director General, Science Park Administration
  • Director, Planning and Evaluation Division, National Science Council
  • Deputy Director, Departmental Planning Division, Council for Economic Planning and Development
  • Technician, Departmental Planning Division, Council for Economic Planning and Development
  • Associate Researcher of National Chung-Shan Institute of Science & Technology
  • Chairman of Global Strategic Investment Inc.
  • Chairman of Huanxun Venture Capital Co., Ltd.
  • Director of Tecom Co., Ltd.
  • Director of Yageo Corporation Limited
  • Director of TECO Electric & Machinery Co., Ltd.
  • Independent Director of Topkey Corp.
  • Director of MiTAC INCORPORATED.
  • Independent Director of WUS Printed Circuit Co., Ltd
  • Independent Director of NATURAL BEAUTY BIO-TECHNOLOGY LTD.
Independent DirectorDominican RepublicZong-sheng (David) LinMale2019.06.213 Years2019.06.21
  • PhD in Management, King's College, University of London
  • Chairman and Managing Partner of Whitesun Equity Partners
  • Independent Director of Yageo Corporation Limited
  • 3Independent Director of Ubright Optronics Corporation
Independent DirectorTaiwanChin-tsai ChenMale2019.06. 213 Years96.05.15
  • Department of Accounting and Statistics, Tamkang University
  • Master of Public Administration, University of San Francisco, USA
  • Master of Accountancy, Tamkang University
  • Principal Accounts Checker, KPMG in Taiwan
  • Deputy General Manager, General Manager of Namchow Oil and Fat Co., Ltd.
  • Adjunct Assistant Professor, Department of Accounting, Tamkang University
  • President, Namchow Chemical Industrial Co., Ltd.
  • Deputy Chairman of HIWIN Technologies Corp.
  • Chairman of WIN Semiconductors Corp
  • Independent Director / Member of Remuneration Committee of Kinsus Interconnect Technology Corp.
  • Representative Director of Infotel Inc.
  • Independent Director / Member of Remuneration Committee / Member of Audit Committee of TONG HSING ELECTRONIC IND., LTD.
  • Representative Director of Taipei Financial Center Corporation
  • Representative Director of SIN SHENG SAN Venture Capital Co.
  • Chairman of WIN SEMI USA
  • Chairman of WIN CAYMAN
  • Chairman of ITEQ CORPORATION
  • Representative Director of Mercuries Life Insurance

 

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 TitleName2019/03/15
Nominated by the Board of Directors
2019/06/21
Approved by the Shareholders' Meeting
Remarks
Independent DirectorShih-Chien Yang符合符合 
Independent DirectorTsung-Sheng Lin符合符合 
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.

 

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%).

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 capabilitiesAccounting and financial skillsManagement skillsAbility to deal with crisisDate of Election (Inauguration)Industry knowledgeInternational market perspectiveAbility to leadAbility to make decisions
Tai-Ming ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Xi-hu LaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shao-ping LyuEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shu-hui ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Ben-ji ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shu-jen TsaiEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Shi-jian YangEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Zong-sheng LinEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
Chin-Tsai ChenEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible
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 TitleNameActual number of
meetings attended B
Number of attendance by proxyActual attendance rate (%) [B/A]
ChairmanTai-Ming Chen60100%
Deputy ChairmanTong Hsing Food Industrial Corp.
Representative: Xi-hu Lai
60100%
DirectorsMultifield Investment
Representative: Shao-ping Lyu
60100%
DirectorsKaimei Electronic Corp.(Note 1)
Representative: Qi-Sheng Weng
1516.67%
DirectorsKonoha Investment Co., Ltd
Representative: Ben-ji Chen
4266.67%
DirectorsShi Hen Enterprise Limited
Representative: Shu-jen Tsai
4266.67%
Independent DirectorShi-jian Yang5183%
Independent DirectorZong-sheng Lin60100%
Independent DirectorChin-Tsai Chen2433.33%

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 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.
2020. 01.08 17th Year 5th Time
  • 1. Approved the payment of the Manager's year-end bonus for 2019.
N/AN/AN/A
2020.03.18 17th Year 6th Time
  • Approved the issuance of the Company's Statement of Internal Control for its self-assessment of internal control for 2019.
  • Approved the amendments to the Company's Internal Control System and Internal Audit Implementation Rules.
  • Approved the assessment of the independence and suitability of the Company's Certified Public Accountant for financial reporting.
  • Approve the Company's 2019 employee and director compensation allocations.
  • Approve the Company's 2019 operating report and financial statements.
  • Approved the distribution of the Company's 2019 earnings
  • Approved the Company's capital structure adjustment.
  • Approved the Company's capital reduction without adjusting the share exchange ratio for the share exchange between the Company and Kingpak Technology Inc. in consideration of the new shares issued by the Company.
  • Approved the authorization for the Chairman to determine the basis of conversion and the number of new shares to be issued as a result of the capital increase of the Company and Kingpak Technology Inc.
  • Approved the amendments to some of the Company's Articles of Association.
  • Approved the Company’s 2020 Annual Operating Plan.
  • Approved the date, venue and convening of the Company's 2020 Annual General Meeting.
  • Approved the period and venue for accepting shareholder proposals at the Company's 2020 Annual General Meeting.
  • Approved the application to financial institutions for transaction lines for working capital, interest and exchange rate management purposes.
  • Investment in the Wise Road Industry Investment Fund I managed by Wise Road Capital in USD 9.5 million (committed investment amount).
N/AN/AN/A
2020.05.08 17th Year 7th Time
  • There were no matters for discussion-cum-resolution.
N/AN/AN/A
2020.08.11 17th Year 8th Time
  • Approved the revised Internal Audit Implementation Rules.
  • Approved the additionally established 2020 Annual Audit Plan.
  • Approved the additionally established “Board Performance Assessment Method”.
  • Approved the Company to execute a new employee stock option issue in the second quarter of fiscal 2020, setting a base date.
  • Approved the application for medium and long-term credit lines under the "Accelerated Investment Program for Enterprises with roots in Taiwan".
  • Approved the establishment of a Head of Corporate Governance for the Company.
N/AN/AN/A
2020.11.10 17th Year 9th Time
  • Approved the submission of the 2021 Annual Audit Plan.
  • Approved the loan of funds to our subsidiary Kingpak Technology Inc.
  • Approved the cancellation of new shares of the Company with restricted employee rights that have not met the vesting conditions.
  • Approved the application to financial institutions for trading lines for working capital liquidity and interest and exchange rate Risk Management requirements.
N/AN/AN/A
2020.12.29 17th Year 10th Time
  • Approved the proposed 2021 Annual Operating Plan.
  • Approved the cancellation of new shares of the Company with restricted employee rights that have not met the vesting conditions.
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 year2020/01/01~2020/12/31including 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) 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.
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 TitleNameDate of StudyOrganizerCourse NameStudy Hours
DirectorTai-Ming Chen2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Representative Corporate DirectorXi-hu Lai2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Representative Corporate DirectorChi-Sheng Weng2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Representative Corporate DirectorShao-ping Lu2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Representative Corporate DirectorShu-chen Tsai2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
Taiwan CorporateTaiwan CorporateHow to effectively perform the functions of a director and implement corporate governance3 hours
Representative Corporate DirectorBen-chi Chen2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Independent DirectorShih-chien Yang2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Independent DirectorTsung-sheng Lin2020/08/11Taiwan Corporate Governance AssociationTen Essential Lessons in Corporate Governance3 hours
2020/08/11Taiwan Corporate Governance AssociationHow to effectively perform the functions of a director and implement corporate governance3 hours
Independent DirectorChin-tsai Chen2020/08/06Taiwan Corporate Governance AssociationInsider Trading Prevention and Response3 hours
2020/07/17Taiwan Insurance InstituteInternational Anti-Corruption and Whistleblower Protection Practices
- From Money Laundering Prevention to Combating the Financing of Terrorism
3 hours
Directors' legal representativeShu-hui ChenNo further hours are recorded for 2020 as the appointment was reassigned on 10 March 2021.