嘉合丰电子

台湾丰艺电子全资子公司

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

 

TitleNameGenderAgeAbility to make sound business judgmentsAccounting and financial analysis capabilityAbility to manage a businessAbility to respond to a crisisIndustry knowledgeAn understanding of international marketsLeadershipDecision-making capability
DirectorEric ChenMale69V VVVVVV
DirectorCheer DuFemale66VVVVVVVV
DirectorCiou-Jiang HuMale68VVVVVVVV
DirectorYi-Lin SungMale67V VVVVVV
DirectorMing-Jhen JhuFemale58VVVVVVVV
Independent DirectorJiang-Long GuoMale68V VVVVVV
Independent DirectorSiou-Ming HuangMale67V VVVVVV
Independent DirectorMin-Jhin JianMale43VVVVVVVV
Independent DirectorHan-Liang HuFemale65VVVVVVVV

 

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.