Board Operations
The Company has 5 to 9 directors, adopting a nomination system for candidates, which will be selected by the shareholders’ meeting for the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, according to Article 14-2 of the Securities and Exchange Act. The above number of board of directors shall include at least 3 independent directors and no less than one-fifth of the numbers of board of directors.
Member of Board of Directors：
Title | Name | Date appointed Date | Term | Education/work experience | Other positions at the Company or elsewhere | |
Chairperson | Eric Chen | 2022.6.15 | 3 years | ◎Bachelor of Science in Electrophysics, National Chiao Tung University, Taiwan ◎Engineer, Texas Instruments Inc. | ◎Chairperson, Chuang Fong investment Co., Ltd. ◎Director, Promate Solutions Co., Ltd. ◎Chairperson, Promate Electronic Co., Ltd. ◎Director, Weikeng Industrial Co., Ltd. ◎Supervisor, Jin Fong investment Co., Ltd. ◎Chairperson, Promate International Co,Ltd. | |
Director | Cheer Du | 2022.6.15 | 3 years | Department to Economics, National Taiwan University | ◎Chairperson, Guang Mai Industrial Ltd. ◎Director, Chuang Fong investment Co., Ltd. ◎Chairperson, Promate Solutions Co., Ltd. ◎COO, Promate Electronic Co., Ltd. ◎Chairperson, Jin Fong investment Co., Ltd. ◎Chairperson, Fong Shuo Yi investment Co., Ltd. ◎Chairperson, Fong Shuo venture capital Co., Ltd. | |
Director | Ciou-Jiang Hu | 2022.6.15 | 3 years | ◎Ph.D. of Institute of Management of Technology, National Chiao Tung University, Taiwan ◎Master of Business Administration, Da-Yeh University, Taiwan ◎Executives Program, Graduate School of Business Administration, National Cheng-Chi University ◎Bachelor of Science in Communications National Chiao Tung University, Taiwan ◎R&D Engineer, SAMPO Co., Ltd. ◎Chairman&CEO, Weikeng Industrial Co., Ltd. and its affiliates ◎Chairman, Taipei County Computer Association(TCCA) ◎Executive Director, Taipei Electronic Components Suppliers’ Association(TECS) | ◎Weikeng Industrial Co., Ltd. General Manager, ◎Wai Kee Investment Co., Ltd. Chairman, ◎Weikeng Industrial Intentional Co., Ltd. Chairman , ◎Weikeng Technology Pet Ltd. Chairman, ◎Weikeng Inforcomm Co., Ltd. Chairman, ◎VTAC Co., Ltd. Independent Director/Compensation Committee Member, ◎SYNTECHINFORMATIONCOLTD Independent Director/Compensation Committee Member/Audit Committee Member, ◎Promate Electronic Co., Ltd.Co., Ltd. Director, ◎PROMATE SOLUTIONS CORPORATION Legal Representative/Director, ◎Amazing Microelectronic Corp. Director, ◎Leadtek Research Inc Director, ◎Avik Technologies Co., Ltd. Supervisor. ◎Nominating Committee and Sustainable Development Committee, Weikeng Industrial Co., Ltd. | |
Director | Yi-Lin Sung | 2022.6.15 | 3 Years | Department of Electronics Engineering, Chien Hsin University of Science and Technology. | ◎Person in charge, Promate Electronic (Shanghai) Co., Ltd. ◎Person in charge, Promate Electronic (Shenzhen) Co., Ltd. | |
Director | Chuang Fong investment Co., Ltd. | 2022.6.15 | 3 Years | New Jersey Institute of Technology, Environmental Engineering Major | Researcher of Merck USA. | |
Representative: Ming-Jhen Jhu | ||||||
Independent Director | Jiang-Long Guo | 2022.6.15 | 3 Years | Bachelor in National Chiao Tung University dept of electrophysicss, General Manager of China District in Semiconductor Marketing Business of Texas Instruments | ◎Independent Director, M3 Technology Inc. ◎Independent Director, Weltrend Semiconductor, Inc. | |
Independent Director | Siou-Ming Huang | 2022.6.15 | 3 Years | National Chiao Tung University dept of electrophysicss Maxim Integrated Products Inc. Executive Director of Sales and Applications, Asia Pacific. | – | |
Independent Director | Min-Jhin Jian | 2022.6.15 | 3 Years | Master of Electrical Engineering, University of California | ◎General Manager, FIC Global, Inc. ◎Chairperson, Ubiqconn Technology, Inc. ◎Vice Chairperson, 3C EMS Group. | |
Independent Director | Han-Liang Hu | 2022.6.15 | 3 Years | ◎EMBA, National Taiwan University ◎Department of Money and Banking, National Chengchi University | ◎Chairperson of the Company ◎Director, Peng Wei Investment ◎Chairperson, Lian-mei Investment Ltd. ◎Director, Chen-Source Inc. ◎Chairperson, Chen-Feng Precision Co., Ltd |
Diversity of Board Members
Pursuant to the Company’s “Corporate Governance Principles,” the composition of the Board of Directors should take into consideration the policy of diversity. Directors who serve concurrently as the Company’s managers should not exceed one third of all Directors and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements. These guidelines stipulate that Directors should be assessed by standards including but not limited to the following two aspects:
A. basic qualifications and value: gender and age;
B. Professional knowledge and skills: professional background, competencies, and industry experiences etc as follows：
- Ability to make sound business judgments.
- Accounting and financial analysis capability.
- Ability to manage a business.
- Ability to respond to a crisis.
- Industry knowledge.
- An understanding of international markets.
- Leadership
- Decision-making capability
| Title | Name | Gender | Age | Ability to make sound business judgments | Accounting and financial analysis capability | Ability to manage a business | Ability to respond to a crisis | Industry knowledge | An understanding of international markets | Leadership | Decision-making capability |
| Director | Eric Chen | Male | 69 | V | V | V | V | V | V | V | |
| Director | Cheer Du | Female | 66 | V | V | V | V | V | V | V | V |
| Director | Ciou-Jiang Hu | Male | 68 | V | V | V | V | V | V | V | V |
| Director | Yi-Lin Sung | Male | 67 | V | V | V | V | V | V | V | |
| Director | Ming-Jhen Jhu | Female | 58 | V | V | V | V | V | V | V | V |
| Independent Director | Jiang-Long Guo | Male | 68 | V | V | V | V | V | V | V | |
| Independent Director | Siou-Ming Huang | Male | 67 | V | V | V | V | V | V | V | |
| Independent Director | Min-Jhin Jian | Male | 43 | V | V | V | V | V | V | V | V |
| Independent Director | Han-Liang Hu | Female | 65 | V | V | V | V | V | V | V | V |
Independent Directors’ Communication with Internal Auditor and Certified Public Accountant (CPA)
I. Communication methods：
1. The head of internal auditor and independent directors meet at least once a quarterly regular meeting to report on the company’s internal audit execution status, internal control operations and the execution of Audit Committee Letter; meetings can be convened at any time if there are major events.
2. Independent directors and accountants meet at least twice a year regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.
II. The communication situation is as the attached: 1. Supervisor of internal auditor attended the Audit Committee and Board Meeting
| Date | Focus on | Results |
|---|---|---|
| 2021.12.22 | Discussion on the Company’s internal audit plan for 2022 | No major lack of internal control and abnormal events. |
| 2021.11.10 | 2021Q4 Presentation of audit report. | No major lack of internal control and abnormal events. |
| 2021.10.13 | Explaining the findings and results of the internal control system test for the company’s fraud risk. | No major lack of internal control and abnormal events. |
| 2021.08.06 | 2021Q3 Presentation of audit report. | No major lack of internal control and abnormal events. |
| 2021.06.23 | 2021Q2 Presentation of audit report. | No major lack of internal control and abnormal events. |
| 2021.03.24 | 1. Internal Control System Statement for 2020. 2. 2021Q1 Presentation of audit report. |
No major lack of internal control and abnormal events. |
2. Communication meeting between CPA and Audit Committee( Independent Directors)
| Date | Focus on | Results |
|---|---|---|
| 2021.12.22 | Review and communication with the CPA regarding proposed 2021 audit and key audit items. | All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection. |
| 2021.10.13 | Explaining the findings and results of the internal control system test for the company’s fraud risk. | All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection. |
| 2021.03.24 | Major findings from the CPA’s audit of the Company’s 2020 consolidated financial reports(including journal entry adjustment and material weaknesses in internal control), the subsequent audit report was submitted to the meeting for discussion. | All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection. |
| 2021.08.06 | 2021Q3 Presentation of audit report. | No major lack of internal control and abnormal events. |
| 2021.06.23 | 2021Q2 Presentation of audit report. | No major lack of internal control and abnormal events. |
| 2021.03.24 | 1. Internal Control System Statement for 2020. 2. 2021Q1 Presentation of audit report. |
No major lack of internal control and abnormal events. |