Election of Independent Directors
The method of electing Independent Directors :
In accordance with Article 12-1 of the Company's Articles of Incorporation :
Among the Company's Board seats, the number of Independent Directors shall not be less than three and shall not be less than one fifth the number of the Board seats. The nomination and selection methods for Independent Directors and other matters to be complied with shall all be carried out in accordance with the relevant regulations of the competent authority.
The election of Directors (including Independent Directors) shall adopt a candidate nomination system, and the Shareholders' Meeting shall select Directors from the list of candidates. The election of Independent Directors shall be carried out in combination with the election of non-Independent Directors, but the number of Directors elected shall be calculated separately; matters related to the appointment and implementation shall be handled in accordance with the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
Election of Independent Directors in 2024
| Nomination Procedures and List of Candidates |
Nomination Procedures
The Company's Board of Directors approved a resolution on February 27, 2024 to accept written nomination of Directors (including Independent Directors) from shareholders from March 15, 2024 to March 25, 2024, and no shareholders nominated Directors (including Independent Directors) during the nomination period. The Company's Board of Directors approved a resolution on February 27, 2024 to propose a list of candidates for Directors (including Independent Directors) by Board of Directors. In accordance with Article 192-1 of the Company Act, and announced the acceptance of the nomination of the list of candidates for Directors (including Independent Directors) on MOPS and other related matters.
Nomination Results
As the education, experience and professional qualification of Ms. Ming Fang Liang, Mr. Cheng Chung Hsieh, Mr. John Lin and Ms. Jiin Shian Chen were in compliance with the requirements of Articles 2, 3 and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", the nomination of Ms. Ming Fang Liang, Mr. Cheng Chung Hsieh, Mr. John Lin and Ms. Jiin Shian Chen as candidates for appointment as Independent Directors of the Company was approved by the Board of Directors on February 27, 2024.
The Company has not received any written list of candidates for Directors (including Independent Directors) from shareholders during the previous period for accepting nominations, except for the list of candidates for directors (including independent directors) proposed by the Board of Directors of the Company.
In accordance with Article 192-1 of the Company Act, the Company has announced the results of the acceptance of the nomination of candidates for Directors (including Independent Directors) and the list of candidates for Directors (including Independent Directors) and other related matters on MOPS 40 days before the Annual General Shareholders' Meeting.
List of Independent Directors Candidates
:
| Name |
Ming Fang Liang |
Cheng Chung Hsieh |
John Lin |
Jiin Shian Chen |
| Education |
Master, College of Finance, NTU. |
Department of Physics, National Cheng Kung University. |
Master, Department of Mechanical Engineering, NTU. ;
EMBA, National CHENG-CHI University.
|
Doctor of Juridical Science (SJD),National CHENG-CHI University. ;
EMBA, National CHENG-CHI University. ;
Graduate programs of Business School Student, Stanford University. ;
Advanced study Graduate Student, University of Victoria, Canada.
|
| Experience |
Current Position |
Vice President and CFO of Altek Corporation ; Representative of juristic person of Director of Altek Corporation |
Supervisor of 3e YAMAICHI Electronics Co., Ltd. |
Supervisor of Hsin Chu Construction Co., Ltd. |
Presiding Attorney of J.S. International Attorneys At Law；
Independent Director of Panion & BF Biotech Inc. |
| Previous Position |
Administrative Vice President of TransAsia Airways Co., Ltd.
Special Assistant to Chairman of THSR Corporation. |
General Manager of Panasonic Industrial Device Sales (Taiwan) Co., Ltd. |
Vice President of Advantech Co., Ltd；
General Manager of MOXA INC.；
Director of Korenix Technology Co., Ltd.；
Director of Korenix Investment Co., Ltd. |
Presiding Attorney of J.S. International Attorneys At Law；
Independent Director of Panion & BF Biotech Inc. |
|
| Election Methods |
Election Procedures
The Company's Board of Directors approved a resolution on February 27, 2024 to hold the Annual General Shareholders’ Meeting on May 29, 2024 to propose the election of the 9th term Directors (including Independent Directors).
Election Results
The Company's Annual General Shareholders’ Meeting was held on May 29, 2024 and the Election Results are as follows :
| Title |
Name |
Votes Received |
| Independent Director |
Ming Fang Liang |
15,774,641 |
| Independent Director |
Cheng Chung Hsieh |
15,617,465 |
| Independent Director |
John Lin |
15,529,618 |
| Independent Director |
Jiin Shian Chen |
15,444,036 |
|
ln addition, the Company's 2024 Annual General Shareholders’ Meeting has received written proposals from shareholders and Directors (including Independent Directors) have adopted the candidate nomination system in accordance with the above provisions. For more details on the related matters, please refer to the "Announcement Pursuant to Articles 172-1, 192-1 and 216-1 of the Company Act" which was published on MOPS of the Company.
Communication between Independent Directors and Internal Audit Manager and CPAs.
1. Methods of communication between Independent Directors and Internal Audit Manager and CPAs :
A. The Internal Audit Department except for the monthly audit report submission with the items need to be improved to the Independent Directors, the Internal Audit Manager should also at least summon an Audit Committees meeting quarterly reporting the audit scopes, results and follow-up updates.
B. The Company's CPAs present the findings of their review or audit reports regarding the financial results and internal control of the Company and its subsidiaries during the Audit Committee's quarterly meetings and separate meeting at least twice a year. And also required to communicate to the Audit Committee the impact of IFRSs updates and announcements, any issues under applicable laws and regulations that might affect the financial reports, and whether to adjust the entries.
C. The Internal Auditor Manager and Independent Directors and CPAs can communication with the others as needed. The communication channels are seamless.
D. The Company has obtained the Audit Quality Indicators (AQIs) and the Independence Statement by KPMG, and assesses the independence and suitability of CPAs. The evaluation results are already reported to the Audit Committee meeting on November 7, 2023, and reported to the Board of Directors for approval.
2.
The Major items of communication between the Independent Directors and the Internal Audit Manager :
The communication mechanism between the Independent Directors and the Internal Audit Manager works well and effectively.
The major communications in 2023&2022 are summarized as follows :
| Date |
Communication Focus |
Recommendations and Results |
| 2023.11.07 |
1. The internal audit report for the third quarter of 2023.
2. Submission of the Company's annual audit work plan for 2024. |
No Other Suggestions |
| 2023.08.08 |
The internal audit report for the second quarter of 2023. |
No Other Suggestions |
2023.05.04 |
1. The internal audit report for the first quarter of 2023.
2. Revision of the Company's "Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises." |
No Other Suggestions |
2023.02.23 |
1. The internal audit report for the fourth quarter of 2022.
2. The effectiveness of and the statement on the "Internal Control System" for 2022. |
No Other Suggestions |
| Date |
Communication Focus |
Recommendations and Results |
| 2022.11.01 |
1. The internal audit report for the third quarter of 2022.
2. Submission of the Company's annual audit work plan for 2023. |
No Other Suggestions |
| 2022.08.02 |
The internal audit report for the second quarter of 2022. |
No Other Suggestions |
| 2022.05.03 |
The internal audit report for the first quarter of 2022. |
No Other Suggestions |
| 2022.03.07 |
1. The internal audit report for the fourth quarter of 2021.
2. The effectiveness of and the statement on the "Internal Control System" for 2021. |
No Other Suggestions |
3. The Major items of communication between the Independent Directors and the Internal Audit Manager and CPAs
:
The communication mechanism between the Independent Directors and the Internal Audit Manager and CPAs works well and effectively.
The major communications in 2023&2022 are summarized as follows :
| Date |
Communication Focus |
Recommendations and Results |
| 2023.08.08 |
Significant differences and adjusting entries in the consolidated financial report for the second quarter of 2023 :
1. Independence
2. Responsibilities of reviewers in reviewing interim financial reports.
3. Types of review conclusions issued.
4. Scope of the review.
5. Review findings.
6. Other mattes to be paid attention to.
7. Important accounting standards or interpretation letters, securities management laws and regulations, and updates on tax laws and regulations. |
No Other Suggestions |
| 2023.02.23 |
Significant differences and adjusting entries in the consolidated financial report of 2022 :
1. Independence
2. Responsibilities of auditors in auditing financial reports.
3. Types of audit opinions issued.
4. Scope of the audit.
5. Audit findings.
6. Other mattes to be paid attention to.
7. Integration strategy of climate action and decarbonization vision.
8. Important accounting standards or interpretation letters, securities management laws and regulations, and updates on tax laws and regulations. |
No Other Suggestions |
| Date |
Communication Focus |
Recommendations and Results |
| 2022.08.02 |
Significant differences and adjusting entries in the consolidated financial report for the second quarter of 2022 :
1. Independence
2. Responsibilities of reviewers in reviewing interim financial reports.
3. Scope of the review.
4. Types of review conclusions issued.
5. Review findings.
6. Key audit matters.
7. Important accounting standards or interpretation letters, securities management laws and regulations, and updates on tax laws and regulations. |
No Other Suggestions |
| 2022.03.07 |
Significant differences and adjusting entries in the consolidated financial report of 2021 :
1. Independence
2. Responsibilities of auditors in auditing financial reports.
3. Scope of the audit.
4. Audit findings.
5. Main impact of Auditing Standard No. 75
6. Other mattes to be paid attention to.
7. Important accounting standards or interpretation letters, securities management laws and regulations, and updates on tax laws and regulations. |
No Other Suggestions |
|
