According to the company’s articles of incorporation, the Board of Directors currently consists of 10 members, including 4 independent directors, serving a term of three years. Directors are nominated through a candidate nomination system and can be reelected consecutively. All director candidates are nominated and qualified by the Board of Directors, and upon approval, they are presented to the shareholders’ meeting for election.
Additionally, a Chairman and a Vice Chairman are elected through the consent of two-thirds or more of the attending directors, with the approval of over half of the attending directors.The Chairman represents the company externally.
Main Responsibilities
- Supervise effectively the company’s executives, maintain financial quality, and ensure operational transparency. Timely disclosure of significant relevant information is carried out to safeguard the rights and interests of shareholders and investors.
- Assist in establishing various functional committees and review the company’s established procedures and effective internal control systems.
- Convene board meetings at least once per quarter, where operational and financial reports from the management team are presented. Recommendations and guidance are provided concerning operational outcomes.
- Evaluate company management decisions, operational plans, annual budgets, business performance, and oversee key capital expenditures, significant transaction contracts, reinvestments, dividend appropriations, and other major matters.
In accordance with Article 20 of the “Corporate Governance Guidelines”, the functions of the board of directors have been strengthened. The nomination of director candidates follows the nomination system specified in the company’s articles of incorporation. Evaluation of the qualifications and backgrounds of each candidate, as well as assessments of their professional backgrounds, integrity, relevant professional, etc., are conducted. After approval by the board of directors, the candidates are presented to the shareholders’ meeting for appointment.
The composition of the board of directors should take into account diversity and formulate appropriate diversity policies based on its own operation, business type, and development needs. These policies include but are not limited to the following two dimensions of criteria:
- Basic criteria and values: Gender, age, nationality, and culture.
- 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 necessary knowledge, skills, and qualities to perform their duties. In order to achieve the ideal goals of corporate governance, the board of directors as a whole should possess the following abilities:
- Operational judgment ability.
- Accounting and financial analysis ability.
- Management ability.
- Crisis management ability.
- Industry knowledge.
- International market perspective.
- Leadership ability.
- Decision-making ability.
Specific Management Objectives
The board of directors of our company should guide the company’s strategy, oversee the management, and be accountable to both the company and its shareholders. The operations and arrangements of the corporate governance system should ensure that the board of directors exercises its powers in accordance with legal requirements, the company’s articles of incorporation, or resolutions of the shareholders’ meeting. The specific management objectives are as follows:
- The board of directors of our company also emphasizes gender equality among its members, with at least one female director included among the board members.
- The board of directors of our company focuses on operational judgment, managerial capability, and crisis management. Over two-thirds of the board members should possess relevant competencies in these core areas.
- Independent directors may not be reelected for more than three terms to preserve their independence.
- The number of board members who hold positions in our company, parent, subsidiary, or sibling companies should be less than or equal to one-third of the total board seats, serving the purpose of oversight.
Title | Name | Starting Date |
---|---|---|
Chairman | Danny Yu | 110.07.26 |
Vice-president | Orwell Chen | 110.07.26 |
Director | Zhong-Zhe Du | 110.07.26 |
Director | Yang- Guang Chen | 110.07.26 |
Director | Fu-Han Liu | 110.07.26 |
Director | Wen-Hao Lo | 110.07.26 |
Independent director | Zhi- Hong Wang | 110.07.26 |
Independent director | Wen- Ming Hong | 110.07.26 |
Independent director | Yong-Jian Lou | 110.07.26 |
Independent director | Jhuo-Min Yu | 110.07.26 |
Year | Major Resolutions of Board Meetings |
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2024 | Major Resolutions 2024 |
2023 | Major Resolutions 2023 |
2022 | Major Resolutions 2022 |
2021 | Major Resolutions 2021 |
2020 | Major Resolutions 2020 |
2019 | Major Resolutions 2019 |
2018 | Major Resolutions 2018 |
2017 | Major Resolutions 2017 |
2016 | Major Resolutions 2016 |
2015 | Major Resolutions 2015 |
2014 | Major Resolutions 2014 |
2013 | Major Resolutions 2013 |
2012 | Major Resolutions 2012 |
2011 | Major Resolutions 2011 |
2010 | Major Resolutions 2010 |
2009 | Major Resolutions 2009 |
2008 | Major Resolutions 2008 |
2007 | Major Resolutions 2007 |
2006 | Major Resolutions 2006 |
2005 | Major Resolutions 2005 |
2004 | Major Resolutions 2004 |
- Independent directors have the authority to directly communicate and gain insights into the company’s financial and operational status with the Chief Internal Auditor and accountants.
- The Chief Internal Auditor provides regular audit reports to independent directors on a monthly basis. Any uncertainties or queries related to the report are promptly discussed through phone calls or written correspondence. The Chief Internal Auditor participates in meetings of the Audit Committee, presenting audit business reports and progress updates to independent directors. They also attend board meetings to report on the internal audit activities. In addition to monthly reporting and communication via the Audit Committee, the Chief Internal Auditor conducts individual meetings with independent directors before Audit Committee meetings or as per the request of independent directors.
- Accountants attend quarterly meetings of the Audit Committee, engaging in discussions with independent directors regarding the company’s quarterly financial statements and corporate governance. They provide updated financial and tax information during these sessions. Furthermore, accountants participate in discussions and exchange views with independent directors during the meetings. Similar to the Chief Internal Auditor, accountants also conduct individual meetings with independent directors before Audit Committee meetings or based on independent directors’ meeting requests.
- Board Performance Evaluation: The evaluation of board performance encompasses various aspects, including the level of involvement in the company’s operations, the quality of board decision-making, the composition and structure of the board, the selection and continuous education of directors, and internal controls.
- The evaluation of individual director performance: Includes factors such as their understanding of the company’s goals and missions, awareness of director responsibilities, level of involvement in company operations, management of internal relationships and communication, professional competence and ongoing education, and contributions to internal controls.
- In the early part of the year 2022, our company completed the board performance evaluation for the assessment period from January 1, 2021, to December 31, 2021.
Title | Name | Starting Date |
---|---|---|
Chairman & President | Danny Yu | 102.11.25 |
Vice President of Accounting & Finance Division | Selina Lin | 97.04.20 |
Vice President of Administrative Division | Judy Chen | 96.01.01 |
Assistant Vice President of Global Engineering Development Division | Jeffrey Lee | 95.02.13 |
Vice President of Reliability Engineering Division | Allan Tseng | 104.04.13 |
Assistant Vice President of Material Analysis Engineering Division | Kim Hsu | 105.04.11 |
Director of Failure Analysis Division | SH Shen | 111.05.16 |
Director of Sales Division | Brian Wang | 110.01.01 |
Director of Information Technology Division | Eric Huang | 108.04.01 |
Director of Signal Integrity Business Unit | Tony Wang | 109.01.01 |