Corporate Governance

Board of Directors

Diversity Policy Implementation Status

The composition of our company's Board of Directors is based on diversity considerations. It formulates appropriate diversity policies concerning its own operations, operational structure, and developmental needs, with a focus on the following two major aspects:


  1. Fundamental Criteria and Values: Gender, age, nationality, and culture, with a goal to have female directors occupy one-third of the total director positions.
  2. Professional Knowledge and Skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience


Board members should possess the knowledge, skills, and qualities necessary to perform their duties effectively. To achieve the ideal goal of corporate governance, the overall capabilities that the board should have are as follows:

  1. Professional judgment skills
  2. Accounting and Financial Analysis Capability
  3. Business Management Capability
  4. Crisis Handling Capability
  5. Industry Knowledge
  6. International Market Insights
  7. Leadership Ability
  8. Decision-Making Capability


Board of directors diversity policy management goals:


  1. The number of independent directors shall be no less than one-third of the number of directors.
  2. The proportion of female directors should exceed one-third of the total number of directors.
  3. Directors who also serve as company executives (and employees) should not exceed one-third of the total directors.
  4. More than half of the independent directors should not serve more than three terms.
  5. There should be at least one director with a professional legal background.
  6. There should be at least one director with a marketing background.
  7. The board of directors should have younger members.


Related links: Board Diversity Policy
Implementation of diversity among board members
PDF

Appointment Information

The company's board of directors consists of seven to nine members, and director elections are conducted according to Article 192-1 of the Company Act, utilizing a candidate nomination system. Directors are selected from the list of director nominees by the shareholders' meeting, and their term is three years, with the possibility of consecutive reappointment. Among the aforementioned director positions, the number of independent directors must not be less than three. The requirements for professional qualifications, shareholding, concurrent positions, nomination and selection procedures, and other matters related to independent directors are in accordance with the regulations established by the competent securities authority.


Related links: Director Election Methods

Director selection information
List of Director Nominees PDF
List of Elected Directors PDF
List of Substitute Director Nominees PDF
List of Elected Substitute Directors PDF

Board Members

  • Chairman: Tim Chen

    • Place of birth: Republic of China (ROC)
    • Gender: Male 
    • First election date: November 5, 1997
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • MS in Information Engineering,
    • University of Mississippi
  • Director: Greg Chen

    • Place of birth: Republic of China (ROC)
    • Gender: Male
    • First election date: August 20, 2021
    • Election (appointment) date: August 20
    • Term: 3 years

    Qualifications

    • Master of Computer Science
    • National Chiao Tung University
  • Director Shih-Che Chien

    • Place of birth: Republic of China (ROC)
    • Gender: Male
    • First election date: November 5, 1997
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Electrical Engineering, China University of Science and Technology
    • Engineer of Tatung Company
  • Director Kun-Chin Tsai

    • Place of birth: Republic of China (ROC)
    • Gender: Male
    • First election date: August 20, 2021
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Qiangshu High School
    • Chairman of Wanshi Tong Electronics (Dongguan) Company
  • Director Pederson Chen

    • Nationality or Registration: Republic of China (Taiwan)
    • Gender: Male
    • Initial Appointment Date: June 7, 2023
    • Appointment Date: June 7, 2023
    • Term: 3 years

    Qualifications

    • Master's in Business, National Taiwan University
    • General Manager of Sino-American Silicon Products Inc.
  • Independent Director: Yung-Yen Chen

    • Place of birth: Republic of China (Taiwan)
    • Gender: Male
    • First election date: June 27, 2022
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Ph.D. in Finance, Nova Southeastern University, USA
    • Assistant Professor in the Department of International Trade, Chinese Culture University
  • Independent Director: Chun-Yao Li

    • Place of birth: Republic of China (Taiwan)
    • Gender: Male
    • First election date: June 27, 2022
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Ph.D. in Electrical Engineering, National Taiwan University of Science and Technology
    • Associate Professor in the Department of Electrical Engineering, Chung Yuan Christian University
  • Independent Director: Lin Chang Hua

    • Place of birth: Republic of China (Taiwan)
    • Gender: Male
    • First election date: August 20, 2021
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Ph.D. in Electronic Engineering Research, National Taiwan University of Science and Technology
    • Professor, Department of Electrical Engineering, National Taiwan University of Science and Technology
  • Independent Director: Kuo-Hui Ning

    • Place of birth: Republic of China (Taiwan)
    • Gender: Male
    • First election date: August 20, 2021
    • Election (appointment) date: August 20, 2021
    • Term: 3 years

    Qualifications

    • Master's degree in Finance and Taxation, National Chengchi University
    • Deputy General Manager of the Securities Trading Center

Attendance and Education of Directors

(Link to the "Open Information Observatory" webpage.)

After entering, please select the listed company, then find the code 3027, and then press the "Details" button to display


Liability Insurance

To establish a robust corporate governance mechanism, mitigate the legal and financial liabilities of the company's management, and prudently reduce unknown risks assumed by the company, the company has obtained Directors and Officers Liability Insurance.

Underwriting company: Tokio Marine Newa Insurance Co., Ltd.

Coverage Period: March 16, 2023–March 16, 2024

Insurance amount: USD 5,000,000 (as stipulated in the insurance contract)


Performance Evaluation

The "Board of Directors' Performance Evaluation was approved by the board on November 8, 2019. Article 3 stipulates that the board must internally assess its performance annually and complete it by the end of the first quarter of the following year. Additionally, an independent professional organization or a team of external experts should conduct an evaluation once every three years.

On December 13, 2022, the "Taiwan Investor Relations Institute" an external expert, provided the Board of Directors with a performance evaluation certificate. The external consultant performance evaluation for the year 2022, as well as the performance evaluation of the company's board members and functional committees, was reported to the board on March 14, 2023.


Related links: Board of Directors Performance Evaluation Methods

Board of Directors and Functional Committee Members' Performance Evaluation Results External experts issue certifications for board performance evaluations.
2022 2022
2021
2020

Board of Directors and Executives Performance Evaluation and Compensation Policy

In accordance with Article 24, the company shall pay remuneration to the directors when they perform their duties for the company, regardless of the operating profit or loss. The remuneration and travel expenses of the chairman and directors shall be authorized by the board of directors, in accordance with the degree of participation and the value of the contribution, with reference to usual industry standards, in accordance with Article 25. In the event of profits in the financial year, the company shall allocate no more than 3% of the profit for director remuneration in accordance with Article 29 of the company's articles.

The remuneration for company executives is determined based on the company's annual operating results, financial condition, business operations, and individual job performance. Performance bonuses are granted based on performance evaluation results, in accordance with the "Employee Performance Management Regulations". The compensation system is reviewed in a timely manner based on actual business conditions and relevant laws. In the event of profits in the financial year, the company shall allocate no less than 2% of the profits for employee remuneration in accordance with Article 29 of the company's articles of incorporation.

The composition of the remuneration paid by the company is determined according to the regulations of the Compensation Committee, including cash compensation, stock options,


Related links: Nomination Committee Organizational Regulations, Compensation Committee Organizational Regulations, Board of Directors Performance Evaluation Regulations

Board and Executive Performance Evaluation and Compensation Policy
2022 PDF
2021 PDF

Resolutions

2023 2022 2021
PDF PDF PDF
Share by: