Index > Corporate Governance > Board of Directors
Board of Directors

The Board of Directors (BOD) is the top management and highest decision-making body of the company. Its duties and functions include: appoint and supervise the upper management of the company, supervise operational performance, prevent conflicts of interest and assure legal compliance of the company, establish the articles of incorporation or carry out resolutions made by the general meeting of shareholders, and maximize the rights and benefits of shareholders. The Board shall be responsible for the overall operation of the Company, setting appropriate goals and the achievement of these goals. In addition, the attendance of the directors to Board meetings will be disclosed in the annual report of the Company. This disclosure helps to ensure all directors perform their duties and obligations as required, and the function of monitoring and governance by the Board.
 
The Board has established 7 seats of directors for the time being, and convenes at least once quarterly for upgrading the sense of responsibility and reputation of the Board. All members of the Board are educated professionals in related fields possessing the wealth of related knowledge and rich experience. They are also objective in making related judgments.
 
Information of Directors
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. Future Technology Consulting, Inc. Jun.15,2020 3 None None
R.O.C. Representative:
Fu-Chi Teng
Jun.15,2020 3

Executives Program, Graduate School of Business Administration, National Chengchi University
Chairman of Tainet Communication System Corp.

Chairman of Future Technology Consulting, Inc.
Representative of juridical person director, Tainet Communication System Corp.
Representative of juridical person director, Future Technology Consulting (B.V.I.), Inc.
Representative of juridical person director, Perfect Prime Ltd. (SAMOA)
Representative of juridical person chairman and general manager, Green Power Semiconductor Corp.
Representative of juridical person director, OPC Microelectronics Co., Ltd.
Representative of juridical person director, Data Image Corp.
Independent Director of Technology Unlimited Corp.

Director British Cayman Islands STCH Investment Inc.(Cayman) Jun.15,2020 3 None None
R.O.C. Representative:
Chih-Cheng Chang
Jun.15,2020 3 Master degree from Dept. of Business Administration, National Chengchi University
Partners of The CID Group
Independent director of Advanced Power Electronics Co., Ltd.
Investment manager of Kuang-Hwa Investment Holding Co., Ltd.

Partners & Vice President of The CID Group
Representative of juridical person director, Tainet Communication System Corp.
Representative of juridical person director, Net Publishing Co., Ltd.
Representative of juridical person director, Easywell Biomedicals, INC
Director of Ample Electronics Technology Co., Ltd.
Director of CASTEC International Corp.
Director of Upturn Technology Education Co., Ltd.
Director of Tai Sheng International Investment Ltd.
Representative of juridical person director, Entire Technology Co., Ltd.
Representative of juridical person director, Entire Materials Co., Ltd.
Representative of juridical person director, Entire Holding Group Ltd.
Representative of juridical person director, Lian Rui Holding Group Ltd.
Representative of juridical person director, Lian Chuang Holding Group Ltd.
Representative of juridical person director, A-Wei Technology Corp.
Representative of juridical person director, Chunghua Century Investment Corp.
Representative of juridical person director, Hua Sheng International Investment Ltd.

Director R.O.C. Shih-Chieh Tsai Jun.15,2020 3 Master Degree from Dept. of Computer Science, George Washington University
B.S. in Computer Science, National Chiaotung University
General Manager of Heidrick & Struggles Taiwan
President of Accenture Taiwan

Partners of The CID Group
Representative of juridical person director, Entire Holding Group Ltd.
Independent director of Novatek Microelectronics Corp.

Director R.O.C. Ji-Yu Yang Jun.15,2020 3 Master Degree from Dept. of Finance, National Chengchi University
Certified Public Accountant of the R.O.C.
U.S. Chartered Financial Analyst
CFO of TaiHan Precision Technology Co., Ltd.
Director and CFO of LandMark Optoelectronics Corp.
Independent director of Elite Advanced Laser Corp.
Representative of juridical person supervisor, Entire Holding Group Ltd.
Independent Director R.O.C. Ciou-Lin Chen Jun.15,2020 3 Ph.D. in Electrical Engineering, National Taiwan University
B.S. in Electrical Engineering, National Taiwan University
Professor of Dept. of Electrical Engineering, National Taiwan University
Deputy Director of Green Energy and Environment Research Laboratories, Industrial Technology Research Institute
General Manager of Noveltek Semiconductor Corp.
Adjunct Professor of Graduate Institute of Electrical Engineering, National Taiwan University
Independent director of Bestec Power Electronics Co., Ltd.
Independent director of GIO Optoelectronics Corp.
Senior Consultant of Allis Electronic Co., Ltd.
Independent Director R.O.C. Yong-Sheng Liu Jun.15,2020 3

Master of Business Administration, California Miramar University
B.A. in Accounting, Tunghai University
Global Vice President and CFO of Asia-Pacific Region, Applied Materials, Inc.
Chairman of Applied Materials, Inc. Taiwan
CFO and Vice President of Operations of Applied Materials, Inc. Taiwan
CFO of Winstek Semiconductor Corp.

Independent director of Rafael Microelectronics Inc.
Independent Director R.O.C. Pei-Jun Wu Jun.15,2020 3 Master degree from Graduate School of Law, Keio University, Japan
LL.B. from College of Law, Taiwan University
Chairperson of Dept. of Finance, Mingchuan University
Associate Professor and Supervisor of Dept. of Finance, Mingchuan University
Chairman of Songyang Investment Co., Ltd.
Chairman of Chihyang Investment Co., Ltd.
Independent director of Flexium Interconnect Inc.
 
Diversified board of directors
    The nomination and selection for members of the company’s board of directors is 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 for the composition and structure of the board of directors, according to Article 20 of the company's Corporate Governance Best Practice Principles, the 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 directors shall possess the following:
(A) Operational judgment.
(B) Ability of accounting and financial analysis.
(C) Management ability.
(D) Crisis management ability.
(E) Industrial knowledge.
(F) International market outlook.
(G) Leadership.
(H) Decision making ability.
    All the company’s members of the board of directors have relevant professional expertise, industrial background and operation and management capabilities, which are in line with the diversity policy objective.
 

Diversification

 

Item

 

Name

Top five core competencies

Finance

Electronic technology

Manufacturing

Business

Accounting

Law

Information technology

Marketing management

Risk management

Fu-Chi Teng

 

V

V

 

 

 

V

V

V

Chih-Cheng Chang

V

V

 

V

V

 

 

 

V

Shih-Chieh Tsai

 

V

 

V

 

 

V

V

V

Ji-Yu Yang

V

 

V

V

V

 

 

 

V

Ciou-Lin Chen

 

V

V

 

 

 

V

V

V

Yong-Sheng Liu

V

 

V

 

V

 

V

 

V

Pei-Jun Wu

V

V

 

V

 

V

 

 

V

    The board of directors for this term is composed of seven directors. There are three independent directors, accounting for 43% of the composition. In terms of the directors’ ages, four directors are over 60 years old and three between 50 and 59. The company also pays attention to the gender of the board of directors, and expects that there is at least one female director on the board of directors. At present, the proportion of female directors is 14%; in addition, 14% of the directors were employees. With regard to the seniority of independent directors, the company’s two independent directors have served for two consecutive terms, with a seniority of seven years; the other independent director has a seniority of four years. Their qualifications meet the independence requirements stipulated in the law, and they are familiar with the company's financial and operating conditions.

Age

Gender

Nationality

Director

Independent

Director

50~59

Male

R.O.C.

2

1

Female

0

0

Over 60

Male

R.O.C.

2

1

Female

0

1

 

Information Regarding the Implementation of the Evaluation of the Board of Directors

The Company passed the Rules and Procedures on Evaluating Board of Directors’ Performance by Board meeting on November 6, 2020, under which the Company conducts an internal board performance evaluation every year and an evaluation by external professional organizations, experts at least once every three years. Board members completed a self-evaluation assessment in 2020 and submits a report to the board after annual performance evaluation on March 9, 2020.
Performance evaluation results
1. Performance evaluation results of the board as a whole:
With totaling 45 indexes, the average score in each aspect is between 4.36~4.63 points out of 5 points. The board of directors has the duty of guidance and supervision and in line with corporate governance.
2. Performance evaluation results of individual directors:
With totaling 23 indexes, the average score in each aspect is between 4.43~4.67 points out of 5 points. The directors have positive evaluation on the effectiveness of each indicator.
3. Performance evaluation results of functional committee:
With totaling 26 indexes, the average score in each aspect is between 4.67~4.95 points out of 5 points. The functional committee is consistent with corporate governance, and effectively enhancing the functions of the board of directors.

 

Communication between independent directors and the Internal Audit Chief Officer and CPAs about major financial/operational matters

(1) Communication methods between Independent Directors, the Internal Audit Chief Officer and CPAs
    A. Audit Committee: Regular meetings should be held at least once a quarter with special meetings to be held as necessary. During the meeting, the Company's Internal Audit Chief Officer should report on the Company's implementation of internal audit processes and performance of internal controls to the independent directors. When items related to financial reports need to be discussed, CPAs must attend the meeting to provide explanations about the financial reports and address questions raised by committee members.
    B. Board and Auditor Meeting: The meeting should be held with special meetings to be held as necessary. Members should review the performance of the previous year's internal controls and discuss each department's internal control self-assessment results. Members should also exchange opinions on improvements related to internal controls in order to continuously improve internal audit activities.

 
(2) Summary of communications between Independent Directors and the Internal Audit Chief Officer

Date

Communication mode

Focus of communication

Communication result

March 26, 2020

Individual communication

Nov 2019 -Jan 2020 internal audit report and Q1 flow-up report

Acknowledged

April 30, 2020

Individual communication

Feb internal audit report and the 2019 statement of Internal Control

Acknowledged

August 6, 2020

Individual communication

March ~ June internal audit report and Q2 flow-up report

Acknowledged

November 3, 2020

Individual communication

2020 internal auditors’ evaluation report

Acknowledged

November 6, 2020

Individual communication

July~ Sept. internal audit report and Q3 flow-up report

Acknowledged

Internal audit plan for 2021

Acknowledged

December 12,2020

Individual communication

Oct. 2020 internal audit report

Acknowledged

(3) Summary of communications between Independent Directors and CPAs

Date

Communication mode

Focus of communication

Communication result

March 26, 2020

Special meeting

Reviewed 2019 financial reports

Acknowledged

Updated laws and accounting policies

Acknowledged