Board of Directors
The board of directors
The board of directors is the company's highest governance unit and the center of major business decision-making. Its responsibilities include appointing and supervising the company's management, business performance, company's compliance with laws and regulations, the company's articles of association, and the resolutions of the shareholders meeting, and is committed to maximizing shareholder rights. The board of directors responsible for the overall operating conditions of the company, set precise goals, and strive to achieve them. The board of directors shall be accountable to the shareholders' meeting. The remuneration of the directors must be submitted to the shareholders' meeting for resolutions. The shareholders shall decide and recognize the business results of the board of directors as a way to measure the management performance of the company's highest governance unit. Through the performance measurement of the board of directors, improve the quality and efficiency of the board of directors' decision-making, and achieve the purpose of effective management and supervision of the company. At present, the company's board of directors has nine directors, including three independent directors.
The company's articles of association specify the professional qualifications, shareholding, part-time restrictions, nomination and selection methods, and other compliance matters of independent directors, in accordance with the relevant regulations of the securities authority. The nomination and selection of independent directors of the company comply with the relevant professional qualifications, independence determination of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", which achieves effective supervision, safeguards shareholders' rights and interests, and strengthens corporate governance.
achieves effective supervision, safeguards shareholders' rights and interests, and strengthens corporate governance.
Member of the Board
The company adopts a candidate nomination system for the selection and appointment of directors. In addition to professional knowledge and rich corporate governance experience, it also values the conduct and ethical reputation of its directors. Members of the 12th Board of Directors (appointed by the shareholders meeting on 2022/5/27) Main academic experience:
Job Title | Name | Education Background | Attendance Rate |
---|---|---|---|
Director | Premier Touch Corporation, Representative: Ken Lu |
Chairman and R&D Head of Winmate Inc. Independent Director of Simula Technology 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. Supervisor of Rui Hai Investment Co., Ltd., 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. Johns Hopkins University GMBA Department of Physics, National Dong Hwa University |
100% |
Director | Wei-Sheng Wang | President of Bonnar Industrial Co., Ltd. Department of Business Administration, Tamsui Institute of Business Administration |
100% |
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 |
100% |
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 |
100% |
Independent Director | Wen-Yi Chu | Independent Director of United Microelectronics Corp. Professor of Business Administration, National Taiwan University Doctor of London Business School |
100% |
Selection of Board of Directors and Diversity Policy
The directors are elected by the shareholders meeting in accordance with the "Director Election Regulations.” Winmate has formulated a policy on diversity of board members in the "Code of Practice on Corporate Governance", considering the diversity of board members from multiple aspects and measuring practical operation needs, including but not limited to gender, age, cultural and educational background, race, professional experience, skills, knowledge, and service tenure. The selection of the board of directors is based on the principle of meritocracy and the implementation of the diversity policy of board members is implemented at the time of selection.
According to the Company's "Code of Practice on Corporate Governance", the composition of the board of directors is not limited by gender and directors must generally possess the knowledge, skills, and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors must have the following overall capabilities:
As of the preparation of this report, the company has nine directors, including independent directors with three seats. 22% of the board members are employees and 78% are external supervisors (including 33% of independent directors). There is one female director (11%) on the board. The tenure of all three independent directors is below six years. Four directors are over 61 years old, three members are between 51 and 60 years old, and 2 members are under 50 years old.
The members of the board of directors have the professional knowledge, practical experience, and moral literacy required to perform their duties. Age, nationality, education, experience, gender, and independence are taken into account for directors’ election. The election is carried out per the relevant regulations and the diversity policy.
To maintain the professional advantages and capabilities of the directors, in 2023, the directors participated in continuing education courses and forums organized by the Taiwan Stock Exchange, Association for the Advancement of Industry and Commerce, Taiwan Financial Research and Training Institute, Taiwan Institute of Directors, Securities and Futures Market Development Foundation, Chinese Corporate Governance Association, and Accounting Research and Development to meet the statutory requirements for training hours. Each director undergoes at least 6 hours of annual continuing education.