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 seven directors and three supervisors, including two 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 11th Board Member (108/5/24 Shareholders' Meeting) has the following significant learning experiences:
| Job Title | Name | Education Background | Attendance Rate |
|---|---|---|---|
| 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 |
100% |
| Director | Kevin Yeh | Vice President of Winmate Inc. Master of Computer Science, State University of New York, USA. Department of Information Science, Tunghai University |
100% |
| 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 |
100% |
| Director | Rui Hai Investment Co., Ltd., Representative: Fu-Chieh Chuang |
Director of SPARK Technologies Inc. Assistant Manager of research and development, AAEON Technology Inc. Master, Carnegie Mellon University, USA. EMBA, National Chengchi University |
100% |
| Director | Advantech Co., Ltd., Representative: Wei-Chih Liu |
Director of Mildex Optical Inc. Director of Advantech Co., Ltd. John Hopkins Global MBA Department of Physics, National Dong Hwa University |
100% |
| Independent Director | Fa-Ta Hsieh | Independent Director of Kinpo Electronics, Inc. Representative, Taipei Economic & Cultural office in Singapore Master of Economics, National Chengchi University |
100% |
| Independent Director | Tung-Lai Hu | Professor,Department of Business and Management, National Taipei University of Technology Independent Director of ESON Precision Engineering Co. Ltd. Doctor of Commerce, National Taiwan University Institute of Business Studies |
100% |
| Supervisor | Shih-Yang Tsai | Chairman, Smart Management Consulting Co., Ltd. Co-founder of Advantech Co., Ltd. Department of Applied Mathematics (Information Dept.), Chinese Culture University |
100% |
| Supervisor | Wei-Sheng Wang | President of Bonnar Industrial Co., Ltd. Department of Business Administration, Tamsui Institute of Business Administration |
100% |
| Supervisor | Yu-Ching Pang | Hujiang High School | 100% |
Board Member Selection and Diversity Policy
The Shareholders' Meeting elects directors based on the "Directors and Supervisors 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:
The Company has seven directors, of which two are independent, and three are supervisors. Board members have 20% employee membership, 80% external director supervisors (including 20% of independent directors), 2 independent directors with terms of up to 6 years, 6 directors and supervisors aged 61-70, 2 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.
To maintain the professional advantages and abilities of directors and supervisors, directors and supervisors participated in further courses organized by the Corporate Corporate Governance Association of China and the Taiwan Institute of Directors in 2020, including patent rights defense and new thinking on intellectual property management, 2020 Annual Meeting of the Institute of Directors: Finding New Momentum for Growth in a Strategic Turning Year, The 9th Annual Forum of Chinese Family Enterprises: How to Cross a Hundred Years of Chinese Family Enterprises in the Age of Common Governance, etc.
Important Resolutions and Implementation of the Board of Directors for 2020
| Date | Important Resolutions | Resolution Results | Implementation Status |
|---|---|---|---|
| 2020.01.14 |
|
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. | Implement by the resolution. |
| 2020.02.24 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2020.04.06 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2020.05.05 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2020.08.04 |
|
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted for discussion, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. | Implement by the resolution. |
| 2020.11.03 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
Important Resolutions and Implementation of the Board of Directors for 2019
| Date | Important Resolutions | Resolution Results | Implementation Status |
|---|---|---|---|
| 2019.01.25 |
|
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. | Implement by the resolution. |
| 2019.03.06 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2019.05.06 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2019.06.04 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |
| 2019.08.06 |
|
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted for discussion, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. | Implement by the resolution. |
| 2019.11.05 |
|
After the chairman's consultation, the directors present at the scene passed the proposal without objection. | Implement by the resolution. |