Board Diversity Policy
The composition of the board of directors should consider diversity of board composition should be taken into account. In addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, appropriate diversity guidelines should be formulated with respect to the Company's operation, business model and development needs, which should include but not limited to the following two major criteria :
1. Basic criteria and values: gender, age, nationality and culture, etc.
2. Expertise and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Structure of the Board of Directors
1. The Company's Board of Directors is composed of four directors and four independent directors, with outstanding professional backgrounds and comprehensive experience covering the semiconductor industry, finance, business, law and management fields.
2. With respect to the specific management objectives of the diversity policy of the Board of Directors, it is expected to have one or more female director. Currently, the Company has two female directors, accounting for 25% thereof. The directors with employee status account for 25% thereof; independent directors account for 50% thereof. Five directors are between 61 and 70 years old, two directors are between 51 and 60 years old and one director is between 41 and 50 years old.
3.
Implementation of diversity among board members :
Directors
Title |
Nationality or place of registration |
Name |
Gender |
Principal work experience and academic qualifications |
Position(s) held concurrently in the company and/or in any other company |
Chairman |
R.O.C |
Jing-Rong Tang |
Male |
Bachelor of Department of
Electrical
Engineering,
Tatung Institute of Technology |
Chairman and General Manger of Holy Stone Enterprise Co., Ltd.,
Chairman of Holy Stone Healthcare Co., Ltd.
General Manger of eGalax_eMPIA Technology Inc. |
Director acting as the representative of juristic person |
R.O.C |
Uholy Investment Co., Ltd. |
- |
- |
- |
| Director |
R.O.C |
Sherry Wu |
Female |
Bachelor of Department of Accounting, Providence University |
- |
Director |
R.O.C |
Steven Huang |
Male |
Master of Department of Law, Soochow University;
PMBA, NTU |
Director of General Manger’s Office, Holy Stone Enterprise Co., Ltd.,
Juristic person chairman representative, Herztek Incorporation;
Representative of juristic person director, Martek Co., Ltd. |
| Director |
R.O.C |
Hung Che Shen |
Male |
Master of International Finance, University of Wales, UK;
Executive Vice President of Yuanchuang Management Consulting Co., Ltd. |
Juristic person chairman representative, eMPIA Technology Inc.
Representative of juristic person director, Wom Asia Co., Ltd.;
Special assistant to General Manger, eGalax_eMPIA Technology Inc. |
Independent Director |
R.O.C |
Jim Wu |
Male |
Bachelor of Department of Electronics Engineering, National Chiao Tung University; Master of Department of Electrical Engineering, Tatung Institute of Technology; Chairman and General Manger of Tzu Cheng Investment Co., Ltd.; Independent Director of Szu Yuan Technology Co., Ltd.; Director of PROMISE Technology Inc.
|
Director of Through Tek Co., Ltd. |
| Independent Director |
R.O.C |
Ming-Fang Liang |
Female |
Master, College of Finance, NTU; Administrative Vice President of TransAsia Airways; Chairman's Special Assistant of Taiwan High Speed Rail Corporation |
Vice President and CFO of Altek Corporation; Representative of juristic person of Director of Altek Corporation |
| Independent Director |
R.O.C |
Cheng Chung Hsieh |
Male |
Department of Physics, National Cheng Kung University;General Manger of Panasonic Industrial Device Sales (Taiwan) Co., Ltd. |
Supervisor of 3e
YAMAICHI Electronics Co., Ltd. |
| Independent Director |
R.O.C |
John Lin |
Male |
Master, Department of Mechanical Engineering, NTU;
EMBA, National CHENG-CHI University
Vice President of Advantech Co.,Ltd；
General Manger of MOXA Technology Co.,Ltd；
Director of Korenix Technology Co.,Ltd |
Director of Korenix Investment Co.,Ltd |
Operation of the Board of Directors
The Company's Board of Directors is composed of four directors and four independent directors, with outstanding professional backgrounds and comprehensive experience covering the semiconductor industry, finance, business, law and management fields.
Operation of the Board of Directors in 2023, the matters set forth in Article 14-3 of the Securities and Exchange Act :
Board of Directors |
Proposal content and follow-up processing |
Objections raised or opinions reserved by independent directors |
The 13th meeting of the 8th term 11/7/2023 |
1.Submission of the Company's annual audit work plan for 2024.
2.Assessment of the independence and competence of certified public accountants for the 2023 financial report. |
None |
| Opinions of independent directors : None. |
| The Company's handling of independent directors'opinions : None. |
| Resolution : All directors in attendance agreed to pass the proposal. |
The 10th meeting of the 8th term 5/4/2023 |
1. Proposal to draft the Company's "General Principles of Pre- Approved Non-Assurance Service Policy" and professional fees of CPAs.
2.Revision of the Company's "Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprise." |
None |
| Opinions of independent directors : None. |
| The Company's handling of independent directors'opinions : None. |
| Resolution : All directors in attendance agreed to pass the proposal. |
The 9th meeting of the 8th term 2/23/2023 |
1. The effectiveness of and the statement on the "Internal Control System" for 2022
2. Revision of the Company's Approval Authorization Table.
3. Determination of 2023 salary and remuneration for directors and managers.
4. Revision of the Company's "Procedures for Acquisition or Disposal of Assets." |
None |
| Opinions of independent directors : None. |
| The Company's handling of independent directors'opinions : None. |
Resolution : Motions (3) During this proposal's discussion, the directors with conflicts of interest explained their own conflicts of interest one by one in accordance with the law and recused themselves from participating in the discussion. As per the discussion regarding the chairman, the meeting chairman also the chairman Jing - Rong Tang appointed the director Steven Huang as the acting meeting chairman. The proposal was passed accordingly without objection after the chairman and the acting meeting chairman had consulted with the remaining directors and independent directors in attendance. And motions (1) (2)and (4) all directors in attendance agreed to pass the proposal.
|
Operation of the Board of Directors in 2022, the matters set forth in Article 14-3 of the Securities and Exchange Act :
Board of Directors |
Proposal content and follow-up processing |
Objections raised or opinions reserved by independent directors
|
The 8th meeting of the 8th term 11/1/2022 |
Revision of the Company's procedural guidelines for internal control management :
1."Procedures for Handling Material Inside Information"
2."Supervision and management of subsidiaries." |
None |
| Opinions of independent directors : None. |
| The Company's handling of independent directors'opinions : None. |
| Resolution : All directors in attendance agreed to pass the proposal. |
The 4th meeting of the 8th term 3/7/2022 |
1. The effectiveness of and the statement on the "Internal Control System" for 2021
2. Regular review of the remuneration of directors and managers.
3. Capitalization of retained earnings and issuing of new shares 2021.
4. Revision of the Company's "Procedures for Acquisition or Disposal of Assets."
5. Revision of the Company's internal rules and charter and sign-off authority chart. |
None |
| Opinions of independent directors : None. |
| The Company's handling of independent directors'opinions : None. |
| Resolution : All directors in attendance agreed to pass the proposal. |
|
