Corporate Governance





Board of Directors

The members of the Board of Directors of the Company are responsible for the faithful execution of their duties as good managers, and exercise their powers with a high degree of self-discipline and prudence. The independent directors are elected to perform their duties in accordance with the relevant laws and regulations and the Company's Articles of Incorporation to protect the interests of the Company and its shareholders. The independent directors are appointed to perform their functions to strengthen the Company's risk management and control of financial operations. The current board of directors consists of 7 seats (including 3 independent directors), and the current proportion of independent directors to the total number of board members is 43%.

 

Job Title Name Experience (education) Concurrent Positions of Companies
Chairman Jerry Shen
  • Graduate Institute of Electrical Engineering, National Taiwan University
  • Manager, Acer Computer
  • Chairman, i-Waylink Inc.
  • Chairman, iMotion Group
General Manager Che-Wei Lin
  • Master of Science in Electrical Engineering, University of Missouri Columbia
  • Deputy General Manager, VIA Technologies Inc.
  • Director, iCatch Technology
  • Director, Applied Optoelectronics, Inc.
Director Ted Hsu
  • EMBA, National Chiao Tung University
  • Vice-Chairman, Pegatron Corp.
  • Director, ASUSTeK Computer
  • Chairman, eBizprise Inc.
  • Director, Advantech
  • Director, Eusol Biotech, Co., Ltd
  • Director, iMotion Inc.
Director Chin-Chuan Hsu
  • School of Medicine, College of Medicine, National Taiwan University
  • Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University
  • Professor, Department of Internal Medicine, College of Medicine, National Taiwan University
  • Honorary Professor, National Taiwan University School of Medicine
  • Chairman of the Academic Foundation for Liver Disease Prevention and Treatment
  • Chairman of the National Health Foundation
  • Chairman, Good Liver Foundation; Director, AmCad BioMed
Independent Director Hung-Chih Chan
  • Department of Economics, National Taiwan University
  • Chief Editor, United Daily News Wan-Hsiang Edition
  • General Manager, Yuan-Liou Publishing
  • Chairman, Cite Media Holding Group
  • Chairman, PChome Online Inc.
Independent Director Chien-Ping Hsieh
  • Ph.D. in Finance, Kent State University, Ohio
  • Master of Business Administration, University of Missouri Columbia
  • Chairman/General Manager, Chunghwa Investment
  • Chief Financial Officer and Deputy General Manager, Chunghwa Telecom
  • Deputy General Manager and Spokesperson, Mega Financial Holdings
  • Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology
  • Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology.
Independent Director Ching-Chi Wu
  • Ph.D., Department of Educational Psychology, University of Minnesota
  • Bachelor of Education, National Chengchi University
  • Member of the Executive Yuan Cultural and Creative Industry Promotion Group/Digital Content Industry Development Committee
  • Committee Member, China Development Fund Management Association
  • Chairman, National Chung Cheng Cultural Center
  • Professor and Head of the Department of Psychology, National Chengchi University
  • Adjunct Professor of Graduate Institute of Business Administration, Entrepreneur Class, EMBA, IMBA of National Chengchi University
  • Emeritus Professor, National Chengchi University





Implementation of Board Member Diversified Skillsets

Name Gender Operational Planning Leadership Industry Marketing Accounting and Finance Operations Management Decision-Making Crisis Management
Jerry Shen Male                
Che-Wei Lin Male                
Ted Hsu Male                
Chin-Chuan Hsu Male                
Hung-Chih Chan Male                
Chien-Ping Hsieh Male                
Ching-Chi Wu Male                





Performance Evaluation of the BoD

The Company shall internally conduct annual self-evaluation of the BOD, its functional committees and individual board members' performance based on the "Performance Evaluation of the Board of Directors" approved by the Board of Directors. A formal evaluation shall also be conducted by an external independent professional institution at least once every three years. The internal and external board performance evaluations shall be completed with the result reported to the Board of Directors before the end of the first quarter of the following year.






Performance Evaluation Results of the BoD

The Company has implemented the performance evaluation of the board of directors, directors, audit committee, and remuneration committee for 2020 in accordance with the “Performance Evaluation of the Board of Directors”. The results of the performance evaluation are all "Outstanding" which is sufficient to show that the overall operation of the Company BoD is functioning well and in-line with the results of corporate governance.






Succession Planning for Board Members and Key Management Personnel

  1. The Company's Board of Directors currently consists of seven directors (including three independent directors) with diverse and complementary industry experience and financial and other professional capabilities. In the future, the composition of the Board of Directors and the background of the board members will continue the current structure, taking into consideration not only the diversity but also the knowledge, skills and qualities necessary for the execution of their duties. The results of the "Board of Directors' Performance Evaluation" will be provided to the Board of Directors in each year as a reference for the nomination of directors for reappointment.
  2. In addition to the professional background and skills, the Company arranges at least six hours of refresher courses for each director each year, covering areas such as finance, risk management, business, commerce, legal affairs, accounting, and corporate social responsibility related to corporate governance topics, in order to help directors fully familiarize themselves with the Company's operational activities and acquire new knowledge of industry trends, so as to continuously refine their professional capabilities.
  3. In the Company's ongoing succession plan for directors, the following criteria are used to establish a database of director candidates:
  • Integrity, responsibility, innovation, and decision-making ability, in line with the Company's core values, with professional knowledge and skills that contribute to the operations management of the Company.
  • Industry experience related to the Company's business. It is expected that the addition of this member will provide the Company with a Board of Directors that is effective, collegial, diverse and responsive to the Company's needs.
  1. With respect to succession planning for key management, in addition to the Company's organizational development and growth momentum, the Company continues to actively cultivate key managers with potential through the following programs:
  • Manager development training
    The Human Resources Department of the Company evaluates and coordinates the planning of managerial development training courses every year. Through the internal e-Learning system, we plan a series of courses or a single course with specific topics, covering management functions (such as strategy, planning, and leadership) and professional abilities (such as operation strategy, financial analysis, management, and crisis management). In addition, we arrange professional courses in related fields according to the needs of managers with different duties, so as to strengthen the future management team in a planned and targeted manner.
  • Goal-oriented periodic evaluation
    Our company conducts annual performance evaluation of managers to review their performance results, which is used as a reference for promotion and review of individual salary and compensation of management. Each year, we also regularly check the list of potential managers to ensure that we have a quality and sufficient pool of talent to serve as a reserve for the senior leadership team.






Independent Directors Election Information


    The Articles of Incorporation of the Company stipulate that the number of independent directors in the Company shall not be less than three, and shall not be less than one-fifth of the number of directors. The candidate nomination system is adopted, and the shareholders' meeting shall select from the list of independent director candidates. The methods for accepting the nomination of independent directors and announcements shall be handled in accordance with relevant laws and regulations such as Company Act and Securities and Exchange Act as prescribed by the competent authorities.

 

Name Experience (Education) Concurrent Positions of Companies
Hung-Chih Chan
  • Department of Economics, National Taiwan University
  • Chief Editor, United Daily News Wan-Hsiang Edition
  • General Manager, Yuan-Liou Publishing
  • Chairman, Cite Media Holding Group
  • Chairman, PChome Online Inc.
Chien-Ping Hsieh
  • Ph.D. in Finance, Kent State University, Ohio
  • Master of Business Administration, University of Missouri Columbia
  • Chairman/General Manager, China Investment
  • Chief Financial Officer and Deputy General Manager, Chunghwa Telecom
  • Deputy General Manager and Spokesperson, Mega Financial Holdings
  • Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology
  • Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology
Ching-Chi Wu
  • Ph.D., Department of Educational Psychology, University of Minnesota
  • Bachelor of Education, National Chengchi University
  • Member of the Executive Yuan Cultural and Creative Industry Promotion Group/Digital Content Industry Development Committee
  • Committee Member, Chunghwa Investment Fund Management Association
  • Chairman, National Chung Cheng Cultural Center
  • Professor and Head of the Department of Psychology, National Chengchi University
  • Adjunct Professor of Graduate Institute of Business Administration, Entrepreneur Class, EMBA, IMBA of National Chengchi University
  • Emeritus Professor, National Chengchi University





Major Board Resolutions

  • 2022/03/14 The Board of Directors resolved to convene the 2022 Annual Regular Shareholder Meeting
  • 2022/03/14 Resolution by the board of directors to distribute dividends.