Introduction

The Company has established 7 seats of Directors for its Board in accordance with the Articles of Incorporation of which 3 seats were reserved for Independent Directors with tenure of 3 years. 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 2020 by the Shareholders Meeting and the term of office started on 2020-06-12 and expires on 2023-06-11. Directors who are also employees accounted for 43% while Independent Directors accounted for 43% of the total seats of Directors. Two 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 70 and 3 Directors are at the age of 60 to 69. Three Directors are at the age of under 60. (There was 1 female Director in last term of the Director (at 14%). At least 1 more female candidate will be nominated for the election of the next term of the Board to increase the proportion of women and improve gender equality on the Board).

Directors
Title
Name
Gender
Experiences/Education
  • Title
    Chairman
    Name
    Lu, Song-Fa
    Gender
    Male
    Experiences/Education
    VP of the company
    High school graduated
  • 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
    Tsai, Ming-Feng
    Gender
    Male
    Experiences/Education
    AVP of the company
    EMBA, Taiwan Tech(NTUST)
  • Title
    Director
    Name
    Hsiao, Tsai-Yu
    Gender
    Male
    Experiences/Education
    Chief Product officer/VP of Hon Hai Technology
    Master of EE, Northeastern University
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Partner 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
    Huang, Mien-Ching
    Gender
    Male
    Experiences/Education
    Supervisor of the company
    MBA, State University of New York at Buffalo
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Wei, Min-Chang
    Gender
    Male
    Experiences/Education
    Financial officer of Foxconn Technology Co., Ltd.
    Financial officer of Elitegroup Computer Systems
    Bachelor of Accounting, FJU
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, 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. Lu Mr. Huang Mr. Tsai Mr. Hsiao Mr. Cheng Mr. Wei Mr. Huang
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 - - - - - - -

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.

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. Lu Mr. Huang Mr. Tsai Mr. Hsiao Mr. Cheng Mr. Wei Mr. Huang
Title Chairman Director Director 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
    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 " IInternal 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 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 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
    Director
    Name
    Huang, Feng-An
    Date of training
    2020/07/30 ~ 2020/07/31
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Continuing Education Program for Accounting Officers of Securities Issuers, Securities Dealers, and Stock Exchanges
    Hours of training
    12 Hours
  • Title
    Director
    Name
    Tsai, MIng-Feng
    Date of training
    2020/07/14
    Organizer
    Securities and Future Institute
    Name of course
    How to Innovate KPI and Performance Management in the Digital Economic Age
    Hours of training
    3 Hours
  • Title
    Director
    Name
    Tsai, Ming-Feng
    Date of training
    2020/07/16
    Organizer
    Securities and Future Institute
    Name of course
    The Interpretation and Use of Corporate Financial Information in Decision-Making
    Hours of training
    3 Hours
  • Title
    Independent Director
    Name
    Wei, Min-Chang
    Date of training
    2020/12/03
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Case Study and Legal Responsibility Investigation of Illegal Securities Trade with Disguised Foreign Capital
    Hours of training
    3 Hours
  • Title
    Independent Director
    Name
    Wei, Min-Chang
    Date of training
    2020/12/04
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Defects Commonly found in Corporate Governance and Related Legal Interpretations
    Hours of training
    3 Hours
  • Title
    Independent Director
    Name
    Huang, Mien-Ching
    Date of training
    2020/12/30
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Compilation of Financial Statements under IFRS, Amendments and Common Defects
    Hours of training
    3 Hours
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2020/10/23
    Organizer
    Taiwan Stock Exchange Corporation
    Name of course
    2020 Conference on Corporate Governance and Director and Supervisor Good Faith
    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
    2020/11/16
    Organizer
    Corporate Operation Association
    Name of course
    “The 7th Session of the Best Practices of the Board for Presiding Officers of Board in 2020” Lecture Series
    Hours of training
    3 Hours
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2021/03/18
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    How Should Internal Auditors Respond to Common Defects in the Compilation of Financial Statements under IFRS
    Hours of training
    3 Hours