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.
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TitleChairmanNameLee, Kuang-YaoGenderMaleExperiences/EducationAssistant Vice President of Hon Hai Precision Industry Co., Ltd.
Chairman of Foxconn Technology Co., Ltd.
MBA, Soochow University -
TitleDirectorNameHuang, Feng-AnGenderMaleExperiences/EducationChief of Accounting of the company
Bachelor of Accounting, Feng Chia 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 Committee member
Nomination Committee memberNameCheng, Wen-JungGenderMaleExperiences/EducationLead Accountant of Fubo CPAs
Professional Education Committee member, CPA Association ROC(Taiwan)
Master of Accounting, NTU -
TitleIndependent Director
Auditing Committee member
Remuneration Committee memberNameLin, Jing-WeiGenderFemaleExperiences/EducationDirector of Great Dream Pictures
CFO of Arrow Cinematic Group
Master of Accounting, NCCU -
TitleIndependent Director
Auditing Committee member
Remuneration Committee memberNameKuo, Ming-YiGenderFemaleExperiences/EducationConsultant 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 Committee member
Remuneration Committee member
Nomination Committee memberNameChen, 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
- 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.
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.
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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.
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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.
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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.
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Resolutions2022/11/08Resolutions1.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. -
Resolutions2022/08/09Resolutions1.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. -
Resolutions2022/05/10Resolutions1.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.
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Resolutions2022/03/22Resolutions1.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. -
Resolutions2021/11/30Resolutions1.Passed the investment of pre-order the factory and office at the Taiwan Park.
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Resolutions2021/11/10Resolutions1.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. -
Resolutions2021/08/10Resolutions1.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". -
Resolutions2021/06/25Resolutions1.Passed to re-determine the date and venue of Annual Shareholders Meeting in 2021.
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Resolutions2021/05/11Resolutions1.Passed the rotation of the CPA.
2.Passed the evaluation of the independence of CPAs and appointment. -
Resolutions2021/03/30Resolutions1. Passed the disposition of partial shares of overseas investment company(Cybertan Technology Corp.).
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Resolutions2021/03/23Resolutions1.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.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2024/09/19OrganizerCPA Associations R.O.C.(Taiwan)Name of courseVerification of financial assetsHours of training3 Hours.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2024/07/19OrganizerCPA Associations R.O.C.(Taiwan)Name of courseUnderstand the carbon rights trading mechanismHours of training3 Hours.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2024/06/18OrganizerCPA Associations R.O.C.(Taiwan)Name of courseInternational Development Trends and Practices of Money Laundering Prevention and ControlHours of training3 Hours.
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TitleIndependent DirectorNameLin, Jing-WeiDate of training2024/07/26; 08/01OrganizerTaiwan Institute of Sustainable EnergyName of courseSustainable Elite Chain Tempering Course: Understand international standards and seize sustainable opportunitiesHours of training12 Hours.
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TitleIndependent DirectorNameKuo, Ming-YiDate of training2024/07/26OrganizerTaiwan Institute of Sustainable EnergyName of courseSustainable Elite Chain Tempering Course: Understand international standards and seize sustainable opportunitiesHours of training6 Hours.
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TitleDirectorNameHuang, Feng-AnDate of training2024/08/12OrganizerROC Accounting Research and Development InstituteName of courseCorporate fraud investigation practice and case analysisHours of training6 Hours
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TitleIndependent DirectorNameChen, Chih-KengDate of training2024/07/03OrganizerCathay Fincial Holdings and TWSEName of course2024 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours
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TitleIndependent DirectorNameKuo, Ming-YiDate of training2024/03/22OrganizerSecurities and Futures InstituteName of courseImproving corporate employees’ personal financial management and life happiness with financial management methods that everyone can doHours of training3 Hours
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TitleIndependent DirectorNameKuo, Ming-YiDate of training2024/03/20OrganizerSecurities and Futures InstituteName of courseTransformation opportunities and challenges for Taiwan’s industries under geopolitics-PMI/NMI analysis.Hours of training3 Hours
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TitleChairmanNameLee, Kuang-YaoDate of training2023/07/04OrganizerCathay Fincial Holdings and TWSEName of course2023 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours.
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TitleDirectorNameHuang, Ying-ShihDate of training2023/10/24OrganizerCorporate Operating and Sustainable Development AssociationName of courseRelated Regulations: Legal Framework and Case Study Analysis of Insider TradingHours of training3 Hours
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TitleDirectorNameHuang, Ying-ShihDate of training2023/04/20OrganizerCorporate Operating and Sustainable Development AssociationName of courseCorporate Governance and Securities Regulations - Executives of the listed
companies with the understanding of supervision from governmental authorityHours of training3 Hours. -
TitleDirectorNameHuang, Feng-AnDate of training2023/08/30OrganizerROC Accounting Research and Development InstituteName of courseRisk management-ESG Key : Promote sustainable development through "risk management".Hours of training6 Hours
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TitleIndependent DirectorNameChen, Chih-KengDate of training2023/10/20OrganizerSecurities and Futures InstituteName of course2023 Insider Trading Prevention Conference.Hours of training3 Hours.
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TitleIndependent DirectorNameChen, Chih-KengDate of training2023/09/07OrganizerSecurities and Futures InstituteName of courseThe technology development and business opportunities of EV and Smart Vehicle.Hours of training3 Hours.
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TitleIndependent DirectorNameChen, Chih-KengDate of training2023/07/04OrganizerCathay Fincial Holdings and TWSEName of course2023 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours
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TitleIndependent DirectorNameKuo, Ming-YiDate of training2023/07/04OrganizerCathay Fincial Holdings and TWSEName of course2023 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours
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TitleIndependent DirectorNameLin, Jing-WeiDate of training2023/07/04OrganizerCathay Fincial Holdings and TWSEName of course2023 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2023/10/20OrganizerSecurities and Futures InstituteName of course2023 Insider Trading Prevention Conference.Hours of training3 Hours.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2023/11/08OrganizerCPA Associations R.O.C.(Taiwan)Name of courseAnalysis of practical operations of Independent director and Audit Committee.Hours of training3 Hours.
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2023/04/27OrganizerTaiwan Stock Exchange and Taipei ExchangeName of coursePromption for the Sustainable Development Action Plans for TWSE- and TPEx- Listed CompaniesHours of training3 Hours.
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2024/04/23OrganizerROC Accounting Research and Development InstituteName of coursePractical analysis of the latest "annual report preparation" related ESG sustainability policies and laws and the impact of net-zero carbon emissions on financial statementsHours of training6 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2024/03/15OrganizerROC Accounting Research and Development InstituteName of courseHow to Apply "Robotic Process Automation" (RPA) to Improve Internal Control Effectiveness Professional Training Course (Audit Category)Hours of training6 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2023/11/23~24OrganizerROC Accounting Research and Development InstituteName of courseCorporate ESG practical analysis - Analysis of common corporate tax deficiencies, penalties, trademark rights etc.Hours of training12 Hours.
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2023/04/27OrganizerTaiwan Stock Exchange and Taipei ExchangeName of coursePromption for the Sustainable Development Action Plans for TWSE- and TPEx- Listed CompaniesHours of training3 Hours.