Copyright © 2024 Advanced Power Electronics Corp., Ltd
Board of Directors
The accordance with the Company's Articles of Incorporation, the Company's Board of Directors is currently set up with seven directors, three of which are independent directors. All serve for three-year terms. The Chairman and Vice Chairman of the Board of Directors shall be elected from among the directors. The Chairman of the Board of Directors shall represent the Company in external matters and is in charge of the overall management of the Company.
The term of office of the current Board of Directors is from May 18, 2023 to May 17, 2026.
| Title | Nationality Country of Origin |
Name | Date Elected | Term (Years) |
Main working (education) experience | Concurrent positions in the Company and other companies |
| Chairman | R.O.C. | Tie-Min Chen | May 18, 2023 | 3 |
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| Vice Chairman | R.O.C | Future Technology Consulting, Inc Representative: Fu-Chi Teng |
May 18, 2023 | 3 |
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| Director | R.O.C | XSemi Corporation Representative： Chia-Shuai Chang |
May 18, 2023 | 3 |
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| Director | R.O.C | Ying-Shis Huang | May 18, 2023 | 3 |
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| Independent Director | R.O.C | Pao-Shi Sheng | May 18, 2023 | 3 |
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| Independent Director | R.O.C | Nai-Jen Yeh | May 18, 2023 | 3 |
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None |
| Independent Director | R.O.C | Chien-Wei Chen | May 18, 2023 | 3 |
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Performance Evaluation of the Board of Directors
The Company conducts the board performance evaluation once a year by questionnaire of self-evaluation. The evaluation scope includes the Board of Directors as a whole, the individual directors, the Compensation Committee, and the Audit Committee in 2022.The results shall be used as a reference basis when selecting or nominating directors and shall base its determination of an individual director's remuneration on the evaluation results of his or her performance.
Evaluation Content
The Board of Directors are assessed on the following five aspects:
1.Involvement in the Company’s operation
2.Enhancement of the quality of the board’s decision-making
3.Makeup and structure of the board
4.Election of board members and continuing knowledge development
5.Internal controls
The individual directors are assessed on the following six aspects:
1.Understanding of the Company’s goals and mission
2.Awareness of director’s duties
3.Involvement in the Company’s operations
4.Internal relationship and communication
5.Director’s professionalism and continuing knowledge development
6.Internal controls
The Compensation Committee and the Audit Committee are assessed on the following five aspects:
1.Involvement in the Company’s operation
2.Awareness of the compensation committee and the audit committee’s duties
3.Enhancement of the quality of the compensation committee and the audit committee’s decision-making
4.Makeup of the compensation committee and the audit committee and election of its members
5.Internal controls
Evaluation Result
The Company completed self-assessments of Board performance in 2022 and reported the results to the Board of Directors at the second meeting in 2023 for review and improvement. The weighted average score for the overall performance of the board of directors is 4.74 out of 5. The weighted average score for the performance of the individual directors is 4.65 out of 5. As demonstrated, the overall board’s operation has been effective. The weighted average score for the overall performance of the Compensation Committee and the Audit Committee’s is 4.83 out of 5. As demonstrated, the Compensation Committee and the Audit Committee are consistent with corporate governance, and effectively enhancing the functions of the Board of Directors.
Independence of the Board of Directors
The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the Company and its shareholders. The operations and arrangements of its corporate governance system shall be able to ensure that, in exercising its authority, the board of directors complies with the laws, regulations, its Articles of Incorporation, and the resolutions of its shareholders’ meetings. The Company has three independent directors, which is in accordance with the Articles of Incorporation, the Company shall have independent directors for not less than two in number and not less than one-fifth of the total number of directors. The independent directors of the Company, when carrying out their duties, shall maintain independence and may not have any direct or indirect interest with the Company; their professional qualifications, shareholding, and restrictions on holding concurrent positions as well as determination of independence, method of nomination is complied with the Securities Exchange Act, Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other regulations and rules set forth by the Taiwan Stock Exchange Corporation.
The Company established an audit committee composed of the entire independent directors. The main function of the Audit Committee is to supervise the effective implementation of the internal control system of the Company, the hiring (and dismissal), independence and performance of the Company’s CPA, fair presentation of the financial reports of the Company, Compliance with relevant laws and regulations by the Company and Risk management and control mechanism of the Company.
All directors do not have any in contravention of Article 30 of the Company Act and all directors do not have a spouse or relative within the second degree of relationship, which meets the requirements of Items 3 and 4 of Article 26-3 of the Securities and Exchange Act.
| Name | Independence Criteria | Number of Other Public Companies in which the Individual is Concurrently Serving as an Independent Director |
| Chairman Tie-Min Chen |
Not in contravention of Article 30 of the Company Act. | 0 |
| Vice Chairman Fu-Chi Teng |
Not in contravention of Article 30 of the Company Act. | 2 |
| Director Chia-Shuai Chang |
Not in contravention of Article 30 of the Company Act. | 0 |
| Director Ying-Shis Huang |
Not in contravention of Article 30 of the Company Act. | 0 |
| Independent Director Pao-Shi Sheng |
The directors have been met the following independence criteria during the two years prior to being elected or during the term of the office. Criteria 1: Not an employee of the Company or its affiliates. Criteria 2: Not a director or supervisor of the Company or any of its affiliates. This does not apply in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares. Criteria 3: Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in shareholdings. Criteria 4: Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding specified in criteria 1 to 3. Criteria 5: Neither a director, supervisor, or employee of an entity that directly and/or indirectly holds 5% or more of total number of issued shares of the Company, or rank among the top 5 shareholdings. Criteria 6: Not a director, supervisor, officer, or shareholder holding 5% or more of the outstanding shares of any entity that has financial or business relations with the Company. Criteria 7: Not a director, supervisor, or employee of a company or institution of which the chairman, president (or equivalent) himself/herself or his/her spouse also serves as the company's chairman, president (or equivalent). Criteria 8: Not a director, supervisor, manager, or shareholder owning more than 5% of the outstanding shares of any company that has financial or business relations with the Company. Criteria 9:Not a professional, owner, partner, director or supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past two years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations. Criteria 10: Not a spouse or relative within second degree by affinity to other directors. Criteria 11: Not in contravention of Article 30 of the Company Act. Criteria 12: Not an institutional shareholder or its representative pursuant to Article 27 of the Company Act. |
2 |
| Independent Director Nai-Jen Yeh |
0 | |
| Independent Director Chien-Wei Chen |
1 |
Diversified board of directors
The nomination and selection of members for the company’s board of directors are conducted in accordance with the provisions of the articles of association, and the nomination system is adopted. All candidates for directors are selected by the board of directors through qualification review and resolution, with their diversity, independence, and professional expertise taken into consideration and appointed by the shareholder meeting. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, according to Article 20 of the company's Corporate Governance Best Practice Principles, member diversity shall be taken into account for the composition of the board of directors, and appropriate diversification policy shall be formulated based on the company's operations, operation mode, and development needs. The members of the board of directors shall possess the necessary knowledge, skills and quality to perform their duties. To achieve the goal of corporate governance, the board of directors shall possess the following:
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A.Ability to make operational judgments |
B.Ability to perform accounting and financial analysis |
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C.Ability to conduct management administration |
D.Ability to conduct crisis management |
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E.Industry knowledge |
F.Industry knowledge |
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G.Industry knowledge |
H.Ability to make policy decisions |
The board of directors for this term is composed of seven directors. There are three independent directors, 14% of the directors were employees, independent directors accounting for 43% of the composition, and the tenure of independent directors averages less than 3 years. The age distribution of directors includes 3 individuals below 55 years of age and 4 individuals between the ages of 60 and 70. Their qualifications meet the independence requirements stipulated in the law, and they are familiar with the company's financial and operating conditions. The implementation is as follows:
| Name | Title | Gender | Age | Term | Employees | Top five core competencies | |||||||||||
| 51-60 years old | 61-70 years old | Less than 3 years | 3-9 years | More than 9 years | Finance | Electronic technology | Manufacturing | Business | Accounting | Law | Information Technology | Marketing | Risk Management | ||||
| Tie-Min Chen | Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||
| Fu-Chi Teng | Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||
| Chia-Shuai Chang | Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||
| Ying-Shis Huang | Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||
| Pao-Shi Sheng | Independent Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||
| Nai-Jen Yeh | Independent Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||
| Chien-Wei Chen | Independent Director | Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||
Execution status and goal of diversified board of directors
| Management goals | Execution status |
| The director who is also an employee should not exceed one-third of the number of directors | Achieved |
| Rejuvenation of Board Members | Achieved |
| Independent directors shall serve no more than three consecutive terms | Achieved |
| More than half of the directors are not a spouse or relative within second degree by affinity to other directors. | Achieved |