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Board of Directors

The board of directors

The board of directors is the highest governance unit of the Company and the center of major business decisions, and its responsibilities include appointing and supervising the management of the Company, supervising the performance of the business, supervising the Company's compliance with the laws and regulations, the provisions of the articles of association and the resolutions of the shareholders' meeting, and working to exuberate shareholders' rights and interests significantly. The Board of Directors shall be responsible for the overall operating conditions of the Company, set precise objectives, and strive to achieve them. The board of directors shall be responsible for the shareholders' meeting. The directors' remuneration shall be submitted to the shareholders' meeting resolution, which shall be decided and recognized by the shareholders to measure the management performance of the Company's highest governance unit. Through the measurement of the board of directors' performance, it can help improve the quality and efficiency of the decision-making of the board of directors and achieve the goal of effectively managing and supervising the Company.

At present, the Company's board of directors has nine directors, including three independent directors. The articles of association of the Company specify the professional qualifications, shareholdings, part-time restrictions, nomination and selection methods, and other matters to be complied with by independent directors, following the relevant provisions of the securities authorities. The nomination and selection of independent directors of the Company conform to the provisions of the relevant professional qualifications, independent identification, and part-time restrictions of the Measures for the Establishment and Compliance of Independent Directors of Public Offering Companies, and achieves adequate supervision, safeguarding shareholders' rights and interests and strengthening corporate governance.

Board Members

In addition to having professional knowledge and extensive experience in corporate governance, the Company's board of directors also values the conduct and ethical reputation of its members, and the 12th Board Member (111/05/27 Shareholders' Meeting) has the following significant learning experiences:

Job Title Name Education Background
Director Premier Touch Corporation,
Representative: Ken Lu
Chairman and R&D Head of Winmate Inc.
MBA, The University of Melbourne, Australia
Department of Business Administration, National Taiwan University
Director Kevin Yeh Vice President of Winmate Inc.
Master of Computer Science, State University of New York, USA.
Department of Information Science, Tunghai University
Director ONYX Healthcare, Inc.
Representative: Yung-Shun Chuang
Chairman of AAEON Technology Inc.
Chairman of ONYX Healthcare Inc.
Honorary Doctor of Engineering, National Taiwan University of Science and Technology
Director Rui Hai Investment Co., Ltd.,
Representative: Fu-Chieh Chuang
Director of SPARK Technologies Inc.
Supervisor of Rui Hai Investment Co., Ltd.,
Master, Carnegie Mellon University, USA.
EMBA, National Chengchi University
Director Advantech Co., Ltd.,
Representative: Wei-Chih Liu
Director of Mildex Optical Inc.
Director of Advantech Co., Ltd.
Johns Hopkins University GMBA
Department of Physics, National Dong Hwa University
Director Wei-Sheng Wang President of Bonnar Industrial Co., Ltd.
Department of Business Administration, Tamsui Institute of Business Administration
Independent Director Ming-Chou Hung Professor of Chinese Culture University
Professor of Business Administration, National Taiwan University
Doctor of Business Administration, University of Illinois, USA
Independent Director Tung-Lai Hu Independent Director of Tiga Gaming Inc.
Professor,Department of Business and Management, National Taipei University of Technology
Doctor of Commerce, National Taiwan University Institute of Business Studies
Independent Director Wen-Yi Chu Independent Director of United Microelectronics Corp.
Professor of Business Administration, National Taiwan University
Doctor of London Business School

Board Member Selection and Diversity Policy

The Shareholders' Meeting elects directors based on the "Directors Election Method," and the Company has established a Diversity Policy for Board Members in the Corporate Governance Practice Code, taking into account the diversity of board members and measuring their operational needs in some ways, including, but not limited to, gender, age, cultural and educational background, race, professional experience, skills, knowledge and service tenure.

Following the Company's Code of Practice on Corporate Governance, the board of directors' composition is gender-neutral and generally has the knowledge, skills, and qualities necessary to perform its functions. To achieve the ideal objectives of corporate governance, the board of directors needs to have the following capabilities as a whole:

Board Member Selection and Diversity Policy

The Company has nine directors, of which three are independent. Board members have 22% employee membership, 78% external director (including 33% of independent directors), Board members include a female director (11%), 3 independent directors with terms of up to 6 years, 4 directors aged 61-70, 3 in 51-60 years, 2 under 50 years of age. Board members have the professional knowledge, practical experience, and moral literacy required to carry out their duties, taking into account age, national origin, academic experience, gender, independence and other considerations, the selection of directors following relevant provisions and diversity policy, the implementation of the board members of the diversity policy.

Important Resolutions of the Board of Directors for 2021

Date Important Resolutions
2021.01.26
  1. Approved the 2021 budget.
  2. Approved the 2019 managerial officers’ year-end bonus.
  3. Approved certified public accountant independence and suitability assessment for 2021.
  4. Approved to hire certified public accountants.
  5. Approved to amend the “Codes of Ethical Conduct”.
  6. Approved to amend the “Corporate Social Responsibility Best Practice Principles”.
  7. Approved to extend the credit line of bank loans.
  8. Approval of the capital increase base date for Employee stock option certificates to execute the conversion.
2021.02.25
  1. Approved supplementary public offering and listing for private equity.
  2. Approved to issue the 2020 Internal Control System Statement.
  3. Approved the 2020 distributable compensation for directors and employees.
  4. Approved the 2020 Business Report and Financial Statements.
  5. Approved the 2020 Dividend Distribution.
  6. Approved the Company's intention to issue cash dividends with capital reserves.
  7. Approved the date of convening the 2021 Annual General
  8. Shareholders' Meeting.
  9. Approved to amend the “Procedures for Ethical Management and Guidelines for Conduct”
2021.05.04
  1. Reported the implementation of integrity management in 2020.
  2. Reported the Company's consolidated financial statements for the first quarter of 2021.
  3. Approved to extend the credit line of bank loans.
  4. Approved the renewal of the bank's derivatives trading quota.
  5. Execute the conversion through the employee stock option certificate to determine the capital increase benchmark date.
  6. Approved to participate in the cash capital increase of TL Company.
  7. Approved to invest in Axiomtek stock.
  8. Approved to invest in Maxkit Tech stock.
2021.06.24
  1. Approved the re-fixing of the date and venue for the 2021 AGM'.
  2. Approved the company's 2020 cash dividend base date.
  3. Approved to invest in sustainable development of financial products.
  4. Approval of the Change Spokesperson.
2021.07.15
  1. Approved the selection of manufacturers and the budget proposal for the construction of the company's headquarters building.
2021.08.03
  1. Reported the Company's consolidated financial statements for the second quarter of 2021./li>
  2. Approved the 2020 Annual Directors Remuneration Distribution Proposal./li>
  3. Approved the 2020 Annual Remuneration Distribution Plan for Managers & Employees.
2021.11.02
  1. Reported the Company's consolidated financial statements for the third quarter of 2021.
  2. Reported to take out liability insurance for directors and supervisors.
  3. Reported the implementation of investment in sustainable development of financial products.
  4. Reported the communication with interested party in 2021.
  5. Approved 2021 Internal Audit Plan.
  6. Approved the change of certified accountants for financial reporting from the third quarter of 2021 (internal adjustment of the accounting firm).
  7. Approved certified public accountant independence and suitability assessment for 2021.
  8. Approved to hire certified public accountants.
  9. Approved the industry-university cooperation project with National Taiwan University of Science and Technology.
  10. Approve to formulate the “Audit Committee Charter”.
  11. Approved to amend the “ Procedures for Election of Directors Rules Governing the Election of Directors and Supervisors”, and rename to the “ Procedures for Election of Directors Rules Governing the Election of Directors ”.
  12. Approved to amend the “Rules of Procedure for Shareholders Meetings”.
  13. Approved to amend the “Regulations Governing the Acquisition and Disposal of Assets”.
  14. Approved to amend the “Regulations Governing Loaning of Funds”
  15. Approved to amend the “Regulations Governing Making Endorsements/ Guarantees”.
  16. Approved to amend the “Codes of Ethical Conduct”.
  17. Approved to amend the “Ethical Corporate Management Best Practice Principles”.
  18. Approved to amend the “Procedures for Ethical Management and Guidelines for Conduct”.
  19. Approval of the capital increase base date for Employee stock option certificates to execute the conversion.