In accordance with the Articles of Incorporation, the Company’s Board of Directors comprises seven seats, including five independent directors who constitute more than half of the board to enhance its independence, each serving a three-year term. 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 May 2026 by the Shareholders Meeting and the term of office started on 2026-05-27 and expires on 2029-05-26. Right now, there is no Director who are also employees of the company, while Independent Directors accounted for 71% of the total seats of Directors. One of the Independent Directors have seniority of service of less than 3 years and three have been in office for 3 to 6 years and one has been in office for 6 to 9 years. Three Directors are at the age of over 60 and Three Directors are at the age of 50 to 59. One Director is at the age of under 50. There are 3 female Directors accounted for 43% 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 2025 in February 2026. 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 2026 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.
-
TitleChairmanNameLee, Kuang-YaoGenderMaleExperiences/EducationAssistant Vice President of Hon Hai Precision Industry Co., Ltd.
Chairman of Foxconn Technology Co., Ltd.
MBA, Soochow University -
TitleDirectorNameHuang, Ying-ShihGenderMaleExperiences/EducationSenior Division Chief of Hon Hai Precision Industry Co., Ltd.
Senior AVP of EY Transaction Advisory Services Inc.
Master of Accounting, CCU -
TitleIndependent Director
Auditing & Risk Management Committee covenor
Remuneration Committee memberNameCheng, Wen-JungGenderMaleExperiences/EducationIndependent Director, SOE Co., Ltd.
Director, Fubo Co., Ltd.
Lead Accountant of Fubo CPAs
Professional Education Committee member, CPA Association ROC(Taiwan)
Master of Accounting, NTU -
TitleIndependent Director
Auditing & Risk Management Committee member
Sustainability & Namination Committee convenorNameLin, Jing-WeiGenderFemaleExperiences/EducationDirector of Great Dream Pictures
CFO of Arrow Cinematic Group
Master of Accounting, NCCU -
TitleIndependent Director
Auditing & Risk Management Committee member
Sustainability & Nomination Committee memberNameKuo, Ming-YiGenderFemaleExperiences/EducationDirector, KGI Bank Co., Ltd.
Independent Director, Excelsior Medical Co., Ltd.
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 -
TitleIndependent Director
Auditing & Risk Management Committee member
Remuneration Committee convenorNameChen, Chih-KengGenderMaleExperiences/EducationProfessor 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 -
TitleIndependent Director
Auditing & Risk Management Committee member
Remuneration Committee member
Sustainability & Nomination Committee memberNameLiu, Wan-YuGenderFemaleExperiences/EducationIndependent Director, Chung Hwa Pulp Corporation
Independent Director, Lion Travel Service Co., Ltd.
Independent Director, CH BioTech R&D Co., Ltd.
Lifetime Distinguished Professor of the Department of Forestry, National Chung Hsing University
PhD of Agricultural Economics, NTU
- 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.
Beyond these core competencies, the Company maintains a Board Diversity Policy to recruit seasoned candidates skilled in practical operations and strategic planning across industry experience, finance and accounting, compliance, strategy, and risk management. To uphold gender equality and expand diverse participation in executive decision-making, the Company targets at least one-third representation for either gender on the Board, forming a qualified slate of candidates for shareholder election.
Five of the Board’s seats are held by independent directors, constituting 71% of the total. No directors concurrently hold employee status. According to director declarations and company reviews, no directors are related as spouses or relatives within the second degree of kinship, ensuring the Board's independence.
Based on their written statements and qualification reviews at the time of election, all five independent directors meet all independence criteria and are fully qualified to serve in their roles..
-
NameMr. Cheng, Wen-JungIndependence AttributeIndependent Director Cheng (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies1
-
NameMs. Lin, Jing-WeiIndependence AttributeIndependent Director Lin (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies0
-
NameMs. Kuo, Ming-YiIndependence AttributeIndependent Director Kuo (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies1
-
NameMr. Chen, Chih-KengIndependence AttributeIndependent Director Chen (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies0
-
NameMs. Liu, Wan-YuIndependence AttributeIndependent Director Liu (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies3
Pursuant to the Board Performance Evaluation Regulations, the annual evaluations of the Board, its members, and committees for 2025 were completed in February 2026. According to the self-assessment questionnaires, the performance ratings for the Board, individual directors, the Audit Committee, and the Compensation Committee were all "Excellent." The results were submitted to the first Board meeting of 2026 as a reference for director compensation and renomination. Going forward, all directors will continue their professional development to strengthen decision-making effectiveness and support the Company's long-term sustainability.
On August 14, 2024, the BOD approved amendments to the “Regulations Governing the Evaluation of the Board”. The performance evaluation of the company's board of directors and functional committees should be carried out by an external professional independent agency or a team of external experts and scholars at least once every three years. Following the new regulations, in September 2024, the company appointed the TIRI to carry out the external evaluation of the performance of the board of directors and functional committees in 2023 (the period is from 2023/07/01 to 2024/06/30). TIRI and its experts have no business connection with the Company, so they are independent. Its independent experts conducted questionnaire surveys and actual interviews on the five major aspects of the board of directors and functional committees: goals, organization, professionalism, operational participation and internal control, and completed the evaluation report in December 2024. The report’s recommendations are briefly summarized as follows:
1. Plan in advance to have one-third of female directors: A list of director candidates will be planned in 2026 based on recommendations.
2. Supervise risk management by the audit committee or functional committee at the board of directors level: An audit and risk management committee will be established in 2025 to supervise risk management.
3. Formulate a succession plan for board members and important management: A senior managers agent system has been established to train agents as successor candidates and solicit outstanding director candidates.
4. The Code of Corporate Governance Practice has added the requirement that directors shall not conduct stock transactions during the closed period before the release of the financial report: the revision of the provisions will be completed in 2025.
5. Preparation of the English version of the sustainability report: The preparation of the English version of the 2023 sustainability report has been completed and uploaded to the MOPS and the company website for stakeholders to download.
6. Hold at least two investor conferences every year: in line with recommendations and gradually increase the number of briefings to improve the transparency of company information.
7. Actively promote environmental and social-oriented governance: The company will be more actively involved in environmental-related issues, set emission reduction targets and strive to achieve them, assess the impact of climate change, analyze opportunities and risks, and increase the feedback of volunteers and resources to society, fulfill social responsibilities, and do its best to promote ESG governance in all aspects.
The TIRI independent evaluation report and execution has been report to the 2025 First BOD meeting on March 11, 2025.
-
Frequency of evaluationImplement once per yearPeriod for evaluation2025/1/1 ~ 2025/12/31Scope of evaluationBoard of DirectorsMethod of evaluationSelf-Evaluation of the BoardContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the Board
C. The organization and structure of the Board
D. The election of Directors and continuing education
E. Internal ControlScope of evaluationDirectorsMethod of evaluationSelf-Evaluation of the DirectorsContent of evaluationA. Mastery of the company objective and mission
B. Understanding of the duties of Directors
C. Degree of participation in the operation of the Company
D. Engagement of internal relations and communication
E. Professional standing of the Directors and continuing education
F. Internal ControlScope of evaluationAuditing CommitteeMethod of evaluationSelf-evaluation of the committeeContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the committee
C. Understanding of the duties of the committee
D. The organization of the committee and the election of the committee members
E. Internal ControlScope of evaluationRemuneration / Nomination CommitteeMethod of evaluationSelf-evaluation of the committeesContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the committee
C. Understanding of the duties of the committee
D. The organization of the committee and the election of the committee members
-
Resolutions2026/08/12Resolutions1.Passed the financial statements of Q2 2026.
2.Passed the Sustainability report of 2025.
3.Passed the motion for applying banking facilities.
4.Passed the amendments to the scope of entry-level employees of the Company.
5.Passed the adoption of the Company’s "Tax Policy and Management Procedures." -
Resolutions2026/05/27Resolutions1.Elected the Chairperson of the Board.
2.Appointment of members of the Audit & Risk Management Committee
3.Appointment of members of the Remuneration Committee.
4.Appointment of members of the Sustainability & Nomination Committee. -
Resolutions2026/05/13Resolutions1.Passed the financial statements of Q1 2026.
2.Passed the ex-dividend base date and related matters for 2026.
3.Passed the distribution of remuneration to directors of 2025. -
Resolutions2026/04/13Resolutions1.Passed the proposal for distribution of earnings in 2025.
2.Passed the proposal for distribution of cash dividend.
3.Pass the candidate list of Directors.
4.Passed the removal of non-competition restrictions on Directors. -
Resolutions2026/03/11Resolutions1.Passed the financial statements of 2025.
2.Passed the proposal for remuneration to employees and directors in 2025.
3.Passed the amendment of the Company's Endorsement and Guarantee Procedures.
4.Passed the amendment of the Company's Procedures for Lending Funds to Others.
5.Passed the amendment of the Company's Procedures for Acquiring or Disposing of Assets.
6.Passed the amendment of the Company's Procedures for Engaging in Derivatives Trading.
7.Passed to elect all Directors.
8.Passed matters relating to the Annual Shareholders Meeting in 2026.
9.Passed the Declaration of the Internal Control System in 2025.
10.Passed the evaluation of the independence of CPAs and appointment.
11.Passed the ratification of bonuses for the company officers of 2024. -
Resolutions2026/01/20ResolutionsPassed the equity investment in Belgium Magnax BV.
-
Resolutions2025/12/30Resolutions1.Passed the 2026 Business Plan.
2.Passed the ratification of bonuses for the company officers of 2024.
3.Passed the agreements of purchase of factories and facilties of Sharp North Malaysia. -
Resolutions2025/11/12Resolutions1.Passed the financial statements of Q3 2025.
2.Passed the 2026 Audit Plan.
3.The 2026 Business Plan-pending.
4.Passed the Estimated Related Party Transaction Amounts and Status for 2026.
5.Passed the pre-approval for non-assurance services to be provided by PwC Taiwan and its affiliates to the Company and its subsidiaries.
6.Passed the Formulation of the Company's Corporate Value Enhancement Plan.
7.Passed the Definition and Scope of the Company’s Entry-level and Non-Managerial Employees.
8.Passed the addition of Internal Control Procedures for the review and verification of "Entry-level and Non-Managerial Employee" definitions.
9.Passed the amendments to certain provisions of the "Procedures for Ethical Management and Guidelines for Conduct."
10.Passed the amendments to certain provisions of the "Charter of the Nomination Committee."
11.Passed the formulation of the "Employee Stock Ownership Trust (ESOT) Plan."
12.The ratification of bonuses for the company officers of 2024-pending. -
Resolutions2025/08/13Resolutions1.Passed the financial statements of Q2 2025.
2.Passed the Sustainability report of 2024.
3.Passed the amendments to certain provisions of the "Charter of the Audit Committee."
4.Passed the formulation of the Company's "Risk Management Policy and Procedures."
5.Passed the capital increase in the Malaysian subsidiary, Global Greenchain Innovation Sdn. Bhd. (GGCI).
6.Passed the formulation of the "Operating Procedures for Financial and Business Matters Among Related Parties."
7.Passed the change to the "Senior Executives Designated by the Board" for monitoring derivative commodity transactions.
8.Passed the motion for applying banking facilities. -
Resolutions2025/06/12Resolutions1.Passed the proposed acquisition of plant assets in Malaysia in response to customer requirements.
(The Board approved the authorization for the Chairman to sign the Letter of Intent (LOI). Detailed terms and conditions of this project are subject to further negotiation and will be submitted to the Board for discussion once finalized.) -
Resolutions2025/05/13Resolutions1.Passed the financial statements of Q1 2025.
2.Passed the ex-dividend base date and related matters for 2025.
3.Passed the distribution of remuneration to directors of 2024.
4.Passed the amendments to certain provisions of the "Corporate Governance Best Practice Principles."
5.Passed the Urban Renewal Planning Project for the Company’s land located in the Anhe Section, Xindian District, New Taipei City.
6.The proposed acquisition of plant assets in Malaysia in response to customer requirements-pending. -
Resolutions2025/03/11Resolutions1.Passed the financial statements of 2024.
2.Passed the proposal for remuneration to employees and directors in 2024.
3.Passed the proposal for distribution of earnings in 2024.
4.Passed the proposal for distribution of cash dividend.
5.Passed matters relating to the Annual Shareholders Meeting in 2025.
6. Passed the Declaration of the Internal Control System in 2024.
7.Passed the evaluation of the independence of CPAs and appointment.
8.Passed the amendments to certain provisions of the Company’s "Articles of Incorporation."
9.Passed the amendments to certain provisions of rules of the company officers' salaries and remuneration.
10. Passed the removal of non-competition restrictions on Directors.
11.The Urban Renewal Planning Project for the Company’s land located in the Anhe Section, Xindian District, New Taipei City-penging.
12.Passed the ratification of bonuses for the company officers of 2024. -
Resolutions2024/11/13Resolutions1.Passed the rotation of the CPA.
2.Passed the financial statements of Q3 2024.
3.Passed the new internal control SOP and related procedures about sustainable information management.
4.Passed the 2025 Audit Plan.
5.Passed the 2025 Business Plan.
6.Passed the disposal of Innolux owned shares in public matket.
7.Passed the change of company registered address.
8.Passed the ratification of bonuses for the company officers of 2023. -
Resolutions2024/08/14Resolutions1.Passed the financial statements of Q2 2024.
2.Passed the ex-dividend base date and related matters for 2024.
3.Passed the amendment of "Evaluation procedure for the Board of Directors”.
4.Passed the Sustainability report of 2023.
5.Passed the motion for applying banking facilities.
6.Passed the appointment of Fiancial Officer.
7.Passed the appointment of Chief Internal Auditor. -
Resolutions2024/05/14Resolutions1.Passed the financial statements of Q1 2024.
2.Passed the amendment of "Regulations Governing Procedure for Board of Directors Meetings".
3.Passed the distribution of remuneration to directors of 2023.
4.Passed the adjustment of salary structure of the company officers. -
Resolutions2024/03/13Resolutions1.Passed the financial statements of 2023.
2.Passed the proposal for remuneration to employees and directors in 2023.
3.Passed the proposal for distribution of earnings in 2023.
4.Passed the proposal for distribution of cash dividend.
5.Passed matters relating to the Annual Shareholders Meeting in 2024.
6. Passed the Declaration of the Internal Control System in 2023.
7.Passed the evaluation of the independence of CPAs and appointment.
8.Passed the rules of the company officers' salaries and remuneration.
9.Passed the ratification of bonuses for the company officers of 2023. -
Resolutions2023/11/13Resolutions1.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. -
Resolutions2023/08/08Resolutions1.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. -
Resolutions2023/06/09Resolutions1.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. -
Resolutions2023/05/09Resolutions1.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. -
Resolutions2023/04/18Resolutions1.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. -
Resolutions2023/03/14Resolutions1.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.
-
TitleChaimanNameLee, Kuang-YaoDate of training2026/08/07OrganizerCNAIC, TaiwanName of course2026 TS Holdings Net Zero Summit.Hours of training3 Hours
-
TitleDirectorNameHuang, Ying-ShihDate of training2026/07/01OrganizerCathay Fincial Holdings and TWSEName of course2026 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours
-
TitleIndependent DirectorNameCheng, Wen-JungDate of training2026/07/21OrganizerCPA Associations R.O.C.(Taiwan)Name of courseRisk-Based Anti-Money Laundering and Global Regulatory TrendsHours of training3 Hours
-
TitleIndependent DirectorNameCheng, Wen-JungDate of training2026/07/16OrganizerCPA Associations R.O.C.(Taiwan)Name of courseCorporate Law in Practice: Case Studies and Practical ApplicationsHours of training3 Hours
-
TitleIndependent DirectorNameLin, Jing-WeiDate of training2026/07/01OrganizerCathay Fincial Holdings and TWSEName of course2026 Cathay Sustainable Finance and Climate Change SummitHours of training3 Hours
-
TitleIndependent DirectorNameLin, Jing-WeiDate of training2026/04/17OrganizerSecurities and Futures InstituteName of course2026 Seminar on Legal Compliance for Insider Equity TransactionsHours of training3 Hours
-
TitleIndependent DirectorNameKuo, Ming-YiDate of training2026/07/01OrganizerCathay Fincial Holdings and TWSEName of course2026 Cathay Sustainable Finance and Climate Change SummitHours of training3 Hours
-
TitleIndependent DirectorNameKuo, Ming-YiDate of training2026/05/05OrganizerTaiwan Academy of Banking and FinanceName of courseCorporate Governance Forum: Advancing Fair Treatment of Customers — From Anti-Money Laundering to Fraud PreventionHours of training3 Hours
-
TitleIndependent DirectorNameChen, Chih-KengDate of training2026/06/12OrganizerSecurities and Futures InstituteName of course2026 Seminar on Legal Compliance for Insider Equity TransactionsHours of training3 Hours
-
TitleIndependent DirectorNameLiu, Wan-YuDate of training2026/05/26OrganizerTaiwan Institute of DirectorsName of courseThe Board's AI Governance Strategy: Navigating Opportunities, Risks, and DecisionsHours of training3 Hours
-
TitleIndependent DirectorNameLiu, Wan-YuDate of training2026/05/26OrganizerTaiwan Institute of DirectorsName of courseHuman Rights Risks and Board Oversight in Sustainable Corporate GovernanceHours of training3 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2026/07/23OrganizerSecurities and Futures InstituteName of courseLatest Developments in AI: Risk Management Frameworks and Practical Audit ApproachesHours of training6 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2026/05/07OrganizerSecurities and Futures InstituteName of courseStrategic Plant Relocation to Southeast Asia: Navigating Tax Planning, Operational Setup, and Internal GovernanceHours of training6 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/10/21OrganizerSecurities and Futures InstituteName of courseTransforming Financial & Management Reporting to Drive Operational ExcellenceHours of training6 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/06/25OrganizerSecurities and Futures InstituteName of courseAn Introduction to Sustainability Disclosures, Standards, and Reporting for Listed CompaniesHours of training6 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/05/16OrganizerSecurities and Futures InstituteName of course2025 Prevention of Insider Trading SeminarHours of training3 Hours
-
TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/02/21OrganizerCorporate Operating and Sustainable Development AssociationName of courseCorporate Governance and Securities Regulations
Sustainability Policies and Securities Regulations in TaiwanHours of training3 Hours