The Chairman of the Company concurs with the CEO, to enhance the operational effectiveness and execution of decisions for the Group, while strengthening the independence of the Board of Directors. The Company has been actively cultivating excellent talents internally. The Chairman closely and sufficiently communicates the operating status and guidelines of plans with the Board of Directors often, to implement the corporate governance. In the future, the Company is prudentially assessing and planning to enhance the functions of the Board of Directors and oversight via adding more seats of independent directors. Currently the Company has the following measures in place:
- The three current independent directors have specialties in finance/accounting, electronics, and semiconductor areas, respectively, so that they may effectively oversee everything.
- Each director is arranged to have professional training every year, to enhance the effectiveness of the Board of Directors’ operations.
- Independent directors may discuss sufficiently and provide opinions in each functional committee, for the Board of Directors to refer to, as one of the practices of corporate governance.
- Among the current directors, most of them do not concur with the Company’s employees or managers.
| Position Title | Name | Term of office(year) | Date of appointment | Professional qualifications and experience | Independence status |
|---|---|---|---|---|---|
| Chairman and CEO | Shin-Yang Huang | 3 | 112/6/7 | MBA, College of Management, National Taiwan University |
1.None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the direcor and his spouse and relatives within the second degree of kinship ( or held in the name of others),the director holds 7,215,771 shares (1.58%) of the Company and his spouse holds 503,495 shares (0.11%) of the Company. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| General Manager/ Chief Operating Officer | Tsan-Lien Yeh | 3 | 112/6/7 | Bachelor of Electrical Engineering, National Chiao Tung University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 3,409,633 shares (0.75%) of the Company and his spouse holds 82,955 shares (0.02%) of the Company. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Vice Chief Operating Officer and General Manager of Business Group | Hsu-Tung Kuo | 3 | 112/6/7 | Bachelor of Electrical Engineering, National Cheng Kung University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 1,931,879 shares (0.42%) of the Company and none of his spouse or relative within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Chief Financial Officer and Executive Vice General Manager | Min-Hung Wu | 3 | 112/6/7 | Bachelor of Electrical Engineering, National Taiwan Institute of Technology |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 3,063,938 shares (0.67%) of the Company and none of his spouse or relative within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Director | Ming-Chun Chiu | 3 | 112/6/7 |
Chairman of Chun Tang Construction Co., Ltd. |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 5,791,769 shares (1.27%) of the Company and his spouse holds 1,031,976 shares (0.23%) of the Company. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Director | Jui-Jen Feng | 3 | 112/6/7 | EMBA,National Tsing Hua University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 1,244,841 shares (0.27%) of the Company and none of his spouse or relative within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Independent Director | Wen-Bin Wu | 3 | 112/6/7 | MBA, College of Management, National Taiwan University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. None of the independent director or his spouse or relatives within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Independent Director | Min-Kai Lin | 3 | 112/6/7 | MBA in Accounting, College of Management, National Taiwan University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. None of the independent director or his spouse or relatives within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Independent Director | Kwok-Wah Tsang | 3 | 112/6/7 | MBA,National Chiao Tung University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 1,244,841 shares (0.27%) of the Company and none of his spouse or relative within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
| Independent Director | Li-Hsing Lai | 3 | 112/6/7 | MBA , National Taiwan University |
1. None of the director or his spouse or relative within the second degree of kinship is a director, supervisor or employee of the Company or an affiliate. 2. As for the number of Company’s shares held by the director and his spouse and relatives within the second degree of kinship (or held in the name of others), the director holds 1,244,841 shares (0.27%) of the Company and none of his spouse or relative within the second degree of kinship holds (or holds in the name of others) any shares of the Company and the shareholding is zero. 3. The director is not a director, supervisor or employee of any company having special relationship with the Company (in reference to Subparagraphs 5~8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The amount of the remuneration in the most recent two years for providing the Company or affiliates with commercial, legal, financial, accounting or related services is zero. |
Important decision reached by the Board of Directors
Meeting of the Board of Directors in 2022
- Proposal of 2021 consolidated & individual financial statements
- Proposal of 2021 dividend distribution
- Proposal of cash capital increase for Yann Yuan Investment Co., Ltd.
- Adopted the base dates for distribution of dividends and cash distribution from capital reserve
- Decided to loan and transfer funds to the company Ge-Shing Coorperation
- Decided to participate in the cash capital increase of the reinvested company Ge-Shing Coorperation
Meeting of the Board of Directors in 2021
- Adopted the acquisition of shares from Sigurd UTC Corp. and indirect acquisition of the shares from UTAC (Taiwan) Corporation in cash
- Proposal of 2020 consolidated & individual financial statements
- Proposal of 2020 dividend distribution
- Proposal of the first issuance of secured ordinary corporate bonds
- Adopted the base dates for distribution of dividends and cash distribution from capital reserve
- Proposal to issue the 4th domestic unsecured convertible bonds
Meeting of the Board of Directors in 2020
- Proposal of 2019 consolidated & individual financial statements
- Proposal of 2019 dividend distribution
- Proposal of releasing non-competition restrictions on board directors
- Adopted the base dates for distribution of dividends and cash distribution from capital reserve
- Proposal of additional capital expenditure
董事會多元化及獨立性
董事會多元化：
本公司依據公司法第192-1條受理持股百分之一股東以書面向本公司提名董事候選人名單，或由董事會提名工業、商業、產業、科技、財務、會計等各界專業人士、社會賢達，並且未有公司法第30條各款情事之一，作為董事遴選標準。本屆董事成員共10位，分別來自業界、科技業及財務會計等專業領域，年齡分布在60~75歲，持續努力於性別、國籍及文化之組成多元化，在專業經驗多元化部分，部分董事來自不同領域，可以協助公司在發展中提供寶貴意見與經驗。
董事會獨立性：
- 本公司全體董事成員10人，邀請具備獨立性資格專業人士，設置獨立董事4人，比重為40%，董事具行使職權之獨立性。
- 本公司全體董事成員間並無下列證交法第26條之3第3項及第4項規定之親屬關係，且本公司已於106年設置審計委員會，由獨立董事替代監察人行使職權。
董事會成員多元化政策落實情形
|
姓名 |
職稱 |
性別 |
年齡 |
獨立董事任期年資 |
兼任員工 |
多元化核心能力(最主要5個) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
61至70歲 |
71至80歲 |
3年以下 |
3至9年 |
9年以上 |
財務金融 |
電子科技 |
生產製造 |
商務 |
會計 |
法律 |
資訊科技 |
行銷管理 |
風險管理 | ||||
|
黃興陽 |
董事長 |
男 |
O |
O |
O |
O |
O |
O |
O |
O |
O |
O |
|||||
|
葉燦鍊 |
董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
O |
O |
||||||
|
郭旭東 |
董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
吳敏弘 |
董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
O |
O |
O |
|||||
|
邱明春 |
董事 |
男 |
O |
O |
O |
O |
O |
O |
|||||||||
|
馮瑞珍 |
董事 |
女 |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
林敏愷 |
獨立董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
吳文斌 |
獨立董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
O |
|||||||
|
曾國華 |
獨立董事 |
男 |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
賴麗幸 |
獨立董事 |
女 |
O |
O |
O |
O |
O |
O |
O |
O |
|||||||
董事會績效評估
本公司董事會於108年08月07日通過「董事會績效評估辦法」，訂定董事會每年應至少執行一次針對董事會、董事成員、薪酬委員會及審計委員會之績效評估，每三年委由外部機構對董事會績效作評估。
- 董事會績效評估之項目包含對公司營運之參與程度、提升董事會決策品質、董事會組成與結構、董事之選任及持續進修、內部控制等五大面向。
- 個別董事成員績效評估之項目包含公司目標與任務之掌握、董事職責認知、對公司營運之參與程度、內部關係經營與溝通、董事之專業及持續進修、內部控制等六大面向。
- 功能性委員會(薪委會及審委會)績效評估之項目包含對公司營運之參與程度、委員會職責認知、提昇委員會決策品質、委員會組成及成員選任、內部控制等五大面向。
|
評鑑項目 年度 |
董事會 提報日期 |
董事會 指標達成率 |
董事成員 指標達成率 |
審計委員會 指標達成率 |
薪資報酬委員會 指標達成率 |
|---|---|---|---|---|---|
|
112 |
113.02.29 |
92.29%~97.71% |
90.67%~98.67% |
97.86%~100% |
96.43%~100% |
|
111 |
112.03.07 |
91.43%~96.83% |
95.56%~99.26% |
80.00%~98.10% |
80.83%~95.56% |
|
110(註) |
111.03.08 |
91.40%~97.00% |
95.60% ~ 99.20% |
80.00%~100% |
78.40%~100% |
(註)董事會委託外部機構-臺灣誠正經營暨防弊見識學會（主持人：鍾詩敏律師）以問卷及訪談方式進行董事會續效評估。建議及改善情形如下：
- 增進董事多元化組成
- 強化經營團隊對於獨立董事的溝通
- 建立整合性的風險管理機制並加以落實
- 增加審計委員會於檢舉制度之參與
- 持續檢視人才續效評估標準之妥適性
- 增加永續發展議題於董事會之討論