Introduction

The Company has established 7 seats of Directors for its Board in accordance with the Articles of Incorporation of which 4 seats were reserved for Independent Directors with tenure of 3 years, for Board independence. The candidate nomination system was adopted for the election of the Directors and the candidates on the list will be elected by the Shareholders Meeting to the seats. Directors may assume a new term of office if reelected. The Company has taken liability insurance for the protection of the Directors within the scope of their assigned duties.
The new directors was elected in June 2023 by the Shareholders Meeting and the term of office started on 2023-06-09 and expires on 2026-06-08. Directors who are also employees accounted for 14% while Independent Directors accounted for 57% of the total seats of Directors. Three of the Independent Directors have seniority of service of less than 3 years and 1 has been in office for 3 to 6 years. One Director is at the age of over 60 and 5 Directors are at the age of 50 to 59. One Directors are at the age of under 50. There are 2 female Directors accounted for 29% of the total seats fo Directors.
According to the “Regulations Governing the Evaluation of the Board”, the Board has completed the evaluation of the Board, Directors and the members of the functional committees of 2022 in February 2023. The self-assessment questionnaires completed by directors and committee members indicated that the self-evaluation result of the board of directors, board members, Auditing Committee, and Remuneration Committee are excellent. The result has been presented at the 1st board of directors meeting session in 2023 as a reference for remuneration and nomination of candidates for continued appointment. In the future, all members of the Board will continue their education and training in order to strengthen their decision-making capacities to enhance decision-making quality and plan for the sustainable development of the Company.

Directors
Title
Name
Gender
Experiences/Education
  • Title
    Chairman
    Name
    Lee, Kuang-Yao
    Gender
    Male
    Experiences/Education
    Assistant Vice President of Hon Hai Precision Industry Co., Ltd.
    Chairman of Foxconn Technology Co., Ltd.
    MBA, Soochow University
  • Title
    Director
    Name
    Huang, Feng-An
    Gender
    Male
    Experiences/Education
    Chief of Accounting of the company
    Bachelor of Accounting, Feng Chia University
  • Title
    Director
    Name
    Huang, Ying-Shih
    Gender
    Male
    Experiences/Education
    Senior Division Chief of Hon Hai Precision Industry Co., Ltd.
    Senior AVP of EY Transaction Advisory Services Inc.
    Master of Accounting, CCU
  • Title
    Independent Director
    Auditing Committee member
    Nomination Committee member
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Nomination Committee member
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
According to the Corporate Governance Best Practice Principles of the Company, the Board shall be capable of performing the following functions for achieving the ideal goal of corporate governance.
  • 1.Operational judgment.
  • 2.Capability for accounting and financial analysis.
  • 3.Capability for corporate management.
  • 4.Capability for crisis management.
  • 5.Industry knowledge.
  • 6.International market view.
  • 7.Leadership.
  • 8.Decision-making capability.

Further to the above capabilities, the Company has also mapped out a strategy for diversity for the members of the Board, and seeks appropriate candidates specialized in sales and marketing, production, vehicle industrial, finance and accounting, and who understand the corporate development of the Company. Gender equality will also be seriously considered to grant the opportunity for female members to participate in corporate decision-making. As such, the Company is eager in seeking for female candidates and is preparing a list of candidates suitable for the positions to present to the Shareholders for election to office.

Qualification of profession and independence of Directors are summarized as following.
Name Mr. Lee Mr. Huang Mr. Huang Mr. Cheng Ms. Lin Ms. Kuo Mr. Chen
More than 5 years of work experience
With the following professional qualifications
A lecturer or a higher position at a public or private school of higher education in the disciplines of commerce, law, finance, accounting, or other specializations required by the business of the Company.
A court judge, prosecutor, lawyer, certified public accountant, or other professional or technician required by the business of the Company and having passed the national examinations with issuance of certificates.
Work experience in commerce, law, finance, accounting, or others required by the business of the Company.
Conformity to the status of independence (Note) 1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
The number of additional posts as Independent Directors with other publicly-traded companies - - - 1 - - -

Note: The Directors meet the following conditions in the period of 2 years before the assumption of office or within the term of office.
1.Not an employee of the Company or its affiliates.
2.Not a Director, Supervisor of the Company or its affiliate (except holding the positions of Independent Directors of the Company who also act as Independent Directors its parent company, subsidiary, or group company under the same parent company under the Securities and Exchange Act or applicable laws and regulations of the local country)
3.Not a natural person who holds more than 1% of the outstanding shares issued by the Company to the person, spouse, underage children or in the name of a third party, or is among the top 10 shareholders.
4.Not the spouse, kin within the 2nd degree or next of kin within the 3rd degree of the managers as stated in (1), or persons stated in (2) and (3).
5.Not a Director, Supervisor or employee of the institutional shareholder who directly holds more than 5% of the outstanding shares issued by the Company, among the top 5 shareholders, or appointed representatives to assume positions as Directors or Supervisors of the Company under Paragraph 1 or Paragraph 2 of Article 27 of the Company Act (except holding the positions of Independent Directors of the Company who also act as Independent Directors of its parent company, subsidiary, or group company under the same parent company under the Securities and Exchange Act or applicable laws and regulations of the local country).
6.Not a Director, Supervisor, or employee of a third-party company held by the same person who also holds the seats of Directors of the Company or more than half of the voting shares (except holding the positions of Independent Directors of the Company who also act as Independent Directors of its parent company, subsidiary, or group company under the same parent company under the Securities and Exchange Act or applicable laws and regulations of the local country).
7.Not a Director, Supervisor, or employee of other companies or institution or the spouse of Director, Supervisor, or employee of a third-party company or institution who also holds the position of Chairman, President, or similar position (except holding the positions of Independent Directors of the Company who also act as Independent Directors of its parent company, subsidiary, or group company under the same parent company under the Securities and Exchange Act or applicable laws and regulations of the local country).
8.Not a Director, Supervisor, Manager or shareholder holding more than 5% of the shares of particular company or institution having financial or business transactions with the Company (except such particular company or institution which holds more than 20% but less than 50% of the shares issued by the Company, and holds the position of Independent Director of the Company who also act as Independent Director of its parent company, subsidiary, or group company under the same parent company under the Securities and Exchange Act or applicable laws and regulations of the local country).
9.Not an owner, partner, Director, Supervisor, Manager or spouse of a professional, sole proprietor, partnership, company or institution providing business, legal, financial or accounting services to the Company or its affiliates, or who have received accumulated remunerations of less than NT$500,000 over the last 2 years. Except for members of the remuneration committee, public acquisition review committee, or mergers and acquisitions special committee performing their assigned duties under the Securities and Exchange Act or the Business Mergers and Acquisitions Act and other applicable laws and regulations.
10.Not a spouse or kin within the 2nd degree to another Director.
11.The particulars inscribed in Article 30 of the Company Act are not applicable.
12.No representative of the government, institutions or their representative were elected under Article 27 of the Company Act.

The current board of directors has achieved the predetermined strategic goals for director diversity, cross-industry deployment, and operational development. However, the gender equality goal has not yet been achieved. To increase the gender composition ratio among directors and strengthen gender equality, the main goal of the next director election will be to increase at least one female director member while considering other diversity goals during director candidate nominations.
Considering some directors have reached the age of retirement, we had begun to prepare succession plans. Initially, senior managers with potentials were selected and arranged for relevant courses and training, outside candidates are also be considered and discussed with major shareholders. We'll propose the best director nomination list for shareholders to elect, so as to improve the operating performance and protect shareholders' rights and interests.

Professional skills of Directors shown in the table below.
Director Mr. Lee Mr. Huang Mr. Huang Mr. Cheng Ms. Lin Ms. Kuo Mr. Chen
Title Chairman Director Director Independent Director Independent Director Independent Director Independent Director
Seniority of service of the Independent Director Less than 3yrs.
More than 3yrs.
The overall capacity required for Directors Operational judgment
Accounting and financial analysis
Corporate management
Crisis management
Industry knowledge
International market view
Leadership
Decision Making capability
As employee
Resolutions of BOD
Year
Date
Resolutions
  • Resolutions
    2023/11/13
    Resolutions
    1.Passed the rotation of the CPA.
    2.Passed the financial statements of Q3 2023.
    3.Passed the 2024 Audit Plan.
    4.Passed the 2024 Business Plan.
    5.Passed the motion for applying banking facilities.
    6.Passed the cancellation of quthorizatioon to Director Huang, Feng-an in responsible for signing audit reports and managing daily audit operation.
  • Resolutions
    2023/08/08
    Resolutions
    1.Passed the financial statements of Q2 2023.
    2.Passed the ex-dividend base date and related matters for 2023.
    3.Passed the amendment of the “Parliamentary Procedure for the Board”.
    4.Passed the promption of VP of the Admin. Div.
    5.Passed the change of the Accounting Officer.
    6.Passed the annual salary and performance evaluation of newly prompted main managers.
  • Resolutions
    2023/06/09
    Resolutions
    1.Elected the Chairperson of the Board.
    2.Appointment of members of the Remuneration Committee.
    3.Appointment of members of the Nomination Committee.
    4.Appoingment of the General Manager.
  • Resolutions
    2023/05/09
    Resolutions
    1.Passed the financial statements of Q1 2023.
    2.Passed the institution of "Prodecure of Preparing and Verifing of Sustainability Report".
    3.Passed the amendment of “Corporate Governance Best Practice Principles”.
    4.Passed to set up a unit for Cyber Security.
  • Resolutions
    2023/04/18
    Resolutions
    1.Passed the proposal for distribution of earnings in 2022.
    2.Passed the nomination of director candidates.
    3.Passed to lift the directors’ non-competition restrictions.
  • Resolutions
    2023/03/14
    Resolutions
    1.Passed the financial statements of 2022.
    2.Passed the proposal for remuneration to employees and directors in 2022.
    3.Passed the amendment to the Company's Article of Incorporation.
    4.Passed the amendment to the Company's Rules of Procedure for Shareholders’ Meeting.
    5.Passed matters relating to the Annual Shareholders Meeting in 2023.
    6.Passed the reelection of all directors.
    7.Passed the Declaration of the Internal Control System in 2022.
    8.Passed to set up the Nomination Committee.
    9.Passed to pre-authorize that PWC Taiwan and its relative institutions to provide non audit services to the Company and its subsidiaries.
    10.Passed the evaluation of the independence of CPAs and appointment.
  • Resolutions
    2022/11/08
    Resolutions
    1.Passed the financial statements of Q3 2022.
    2.Passed the 2023 Audit Plan.
    3.Passed the 2023 Business Plan.
    4.Passed the institution of "Prodecure of Handling Material Inside Information".
    5.Passed the motion for applying banking facilities.
  • Resolutions
    2022/08/09
    Resolutions
    1.Passed the financial statements of Q2 2022.
    2.Passed the ex-dividend base date and related matters for 2022.
    3.Passed the CSR Committee be renamed as the Sustainability Committee.
  • Resolutions
    2022/05/10
    Resolutions
    1.Passed the evaluation of the independence of CPAs and appointment.
    2.Passed the financial statements of Q1 2022.
    3.Pass the plan of GHG footprint verification and authentication.
  • Resolutions
    2022/03/22
    Resolutions
    1.Passed the financial statements of 2021.
    2.Passed the proposal for remuneration to employees and directors in 2021.
    3.Passed the proposal for distribution of earnings in 2021.
    4.Passed matters relating to the Annual Shareholders Meeting in 2022.
    5.Passed the Declaration of the Internal Control System in 2021.
    6.Passed amendments of Procedures for Acquisition and Disposal of Assets.
  • Resolutions
    2021/11/30
    Resolutions
    1.Passed the investment of pre-order the factory and office at the Taiwan Park.
  • Resolutions
    2021/11/10
    Resolutions
    1.Passed the 2022 Audit Plan.
    2.Passed the 2022 Business Plan.
    3.Passed the adjustment of the 2021 Audit Plan Schedule.
    4.Passed the amendment to the internal control system of the company's "Financial Statement Preparation Process".
    5.Passed the motion for applying banking facilities.
    6.Authorized Director Huang, Feng-an in responsible for signing audit reports and managing daily audit operation.
  • Resolutions
    2021/08/10
    Resolutions
    1.Passed the ex-dividend base date and related matters for 2021.
    2.Passed the institution of "Operating Procedure and Behavior Guidelines of Ethical Corporate Management".
    3.Passed the institution of " Internal Control System of Remuneration Committee Operation Management".
    4.Passed the Institution of "Internal Control System of Auditing Committee Operation Management".
    5.Passed the institution of "Internal Control System of Related Parties Transactions Management".
  • Resolutions
    2021/06/25
    Resolutions
    1.Passed to re-determine the date and venue of Annual Shareholders Meeting in 2021.
  • Resolutions
    2021/05/11
    Resolutions
    1.Passed the rotation of the CPA.
    2.Passed the evaluation of the independence of CPAs and appointment.
  • Resolutions
    2021/03/30
    Resolutions
    1. Passed the disposition of partial shares of overseas investment company(Cybertan Technology Corp.).
  • Resolutions
    2021/03/23
    Resolutions
    1.Passed the financial statements of 2020.
    2.Passed the proposal for remuneration to employees and directors in 2020.
    3.Passed the proposal for distribution of earnings in 2020.
    4.Passed matters relating to the Annual Shareholders Meeting in 2021.
    5.Passed the Declaration of the Internal Control System in 2020.
    6.Passed amendments of Procedures for derivative commodities operation.
    7.Appointed senior manager to monitor the risk of derivative commodities operation.
  • Resolutions
    2020/11/06
    Resolutions
    1.Passed the 2021 Audit Plan.
    2.Passed the 2021 Business Plan.
    3.Passed the replacement of the Corporate Governance Manager.
    4.Passed the amendment to the “Remuneration Committee Organization Charter”.
    5.Passed the motion for revising the questionnaire for the self-evaluation of the Board and Directors for evaluation of performance.
    6.Passed the motion for applying banking facilities.
    7.Passed the motion for extension of the letter of guarantee on tariffs.
  • Resolutions
    2020/08/12
    Resolutions
    1.Passed the ex-dividend base date and related matters for 2020.
    2.Passed the amendment to the “Ethical Corporate Management Best Practice Principles”.
    3.Passed the amendment to the “Parliamentary Procedure for the Board”.
  • Resolutions
    2020/06/12
    Resolutions
    1.Election of the Chairperson.
    2.Appointment of members of the Remuneration Committee.
  • Resolutions
    2020/05/12
    Resolutions
    1.Passed the evaluation of the independence of CPAs and appointment
    2.Passed the institution of “Corporate Governance Best Practice Principles”.
    3.Passed the motion for recognition of the letter of guarantee on tariffs.
    4.Passed the motion for loaning of funds to subsidiaries.(PGH)
  • Resolutions
    2020/03/25
    Resolutions
    1.Passed the financial statements of 2019.
    2.Passed the proposal for remuneration to employees and directors in 2019.
    3.Passed the proposal for distribution of earnings in 2019.
    4.Passed matters relating to the Annual Shareholders Meeting in 2020.
    5.Passed the motion for the election of new Directors.
    6.Passed the motion of lifting the ban on non-compete of the Directors.
    7.Passed the Declaration of the Internal Control System in 2019.
    8.Passed the motion for applying for banking facilities .
Continuing Education of Directors
Title
Name
Date of training
Organizer
Name of course
Hours of training
  • Title
    Chairman
    Name
    Lee, Kuang-Yao
    Date of training
    2023/07/04
    Organizer
    Cathay Fincial Holdings and TWSE
    Name of course
    2023 Cathay Sustainable Finance and Climate Change Summit
    Hours of training
    6 Hours.
  • Title
    Director
    Name
    Huang, Ying-Shih
    Date of training
    2023/10/24
    Organizer
    Corporate Operating and Sustainable Development Association
    Name of course
    Related Regulations: Legal Framework and Case Study Analysis of Insider Trading
    Hours of training
    3 Hours
  • Title
    Director
    Name
    Huang, Ying-Shih
    Date of training
    2023/04/20
    Organizer
    Corporate Operating and Sustainable Development Association
    Name of course
    Corporate Governance and Securities Regulations - Executives of the listed
    companies with the understanding of supervision from governmental authority
    Hours of training
    3 Hours.
  • Title
    Director
    Name
    Huang, Feng-An
    Date of training
    2023/08/30
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Risk management-ESG Key : Promote sustainable development through "risk management".
    Hours of training
    6 Hours
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Date of training
    2023/10/20
    Organizer
    Securities and Futures Institute
    Name of course
    2023 Insider Trading Prevention Conference.
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Date of training
    2023/09/07
    Organizer
    Securities and Futures Institute
    Name of course
    The technology development and business opportunities of EV and Smart Vehicle.
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Date of training
    2023/07/04
    Organizer
    Cathay Fincial Holdings and TWSE
    Name of course
    2023 Cathay Sustainable Finance and Climate Change Summit
    Hours of training
    6 Hours
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Date of training
    2023/07/04
    Organizer
    Cathay Fincial Holdings and TWSE
    Name of course
    2023 Cathay Sustainable Finance and Climate Change Summit
    Hours of training
    6 Hours
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Date of training
    2023/07/04
    Organizer
    Cathay Fincial Holdings and TWSE
    Name of course
    2023 Cathay Sustainable Finance and Climate Change Summit
    Hours of training
    6 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2023/10/20
    Organizer
    Securities and Futures Institute
    Name of course
    2023 Insider Trading Prevention Conference.
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2023/11/08
    Organizer
    CPA Associations R.O.C.(Taiwan)
    Name of course
    Analysis of practical operations of Independent director and Audit Committee.
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2023/04/27
    Organizer
    Taiwan Stock Exchange and Taipei Exchange
    Name of course
    Promption for the Sustainable Development Action Plans for TWSE- and TPEx- Listed Companies
    Hours of training
    3 Hours.
Continuing Education of CCGO
Title
Name
Date of training
Organizer
Name of course
Hours of training
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2023/11/23~24
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Corporate ESG practical analysis - Analysis of common corporate tax deficiencies, penalties, trademark rights etc.
    Hours of training
    12 Hours.
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2023/04/27
    Organizer
    Taiwan Stock Exchange and Taipei Exchange
    Name of course
    Promption for the Sustainable Development Action Plans for TWSE- and TPEx- Listed Companies
    Hours of training
    3 Hours.
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2022/10/21
    Organizer
    Securities and Futures Institure
    Name of course
    2022 Advocacy meeting of the prevention of insider trading.
    Hours of training
    3 Hours
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2022/09/29
    Organizer
    Taiwan Stock Exchange and Taipei Exchange
    Name of course
    Instruction reference for Independent Directors and Audit Committee exercise power, and Directors advocacy meeting.
    Hours of training
    3 Hours.
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2022/07/26
    Organizer
    Corporate operating and sustainable development association
    Name of course
    Cross-border Megers and Acquisitions.
    Hours of training
    3 Hours.
  • Title
    Corporate Governance Maager
    Name
    Tai, Chih-Hao
    Date of training
    2022/05/20
    Organizer
    Securities and Futures Institure
    Name of course
    2022 Advocacy meeting of the prevention of insider trading.
    Hours of training
    3 Hours.
  • Title
    Corporate Governance Maager
    Name
    Tai, Chih-Hao
    Date of training
    2022/05/12
    Organizer
    Taiwan Stock Exchange, Alliance Advisors, Taiwan Corporate Governance Association
    Name of course
    International Twin Summit
    Hours of training
    2 Hours.