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 | Major background / education background | Positions currently concurring in the Company and other companies |
|---|---|---|---|---|---|
| Chairman | Shin-Yang Huang | 3 | 2023/6/7 | MBA, College of Management, National Taiwan University |
1.Chairman and CEO of Sigurd Microelectronics Corporation 2.Chairman or Director of the Sigurd Group |
| Vice chairman | Tsan-Lien Yeh | 3 | 2023/6/7 | EMBA, National Chiao Tung University |
1.General Manager and Chief Operating Officer of Sigurd Microelectronics Corporation 2.Director of the Sigurd Group |
| Director | Hsu-Tung Kuo | 3 | 2023/6/7 | Bachelor of Electrical Engineering, National Cheng Kung University |
1.Deputy Chief Operating Officer and Senior Executive Vice General Manager of Sigurd Microelectronics Corporation 2.Director of the Sigurd Group |
| Director | Min-Hung Wu | 3 | 2023/6/7 | Bachelor of Electrical Engineering, National Taiwan Institute of Technology |
1.Sr.EVP& Chief Resources Officer- CRO of Sigurd Microelectronics Corporation 2.Director of the Sigurd Group |
| Director | Ming-Chun Chiu | 3 | 2023/6/7 |
Middle School Diploma, Er Chong Junior High School |
1.Chairman of Chun Tang Construction Co., Ltd. |
| Director | Jui-Jen Feng | 3 | 2023/6/7 | EMBA,National Tsing Hua University | |
| Independent Director | Wen-Bin Wu | 3 | 2023/6/7 | MBA, College of Management, National Taiwan University |
1.Chairman of FineStar Technologies Inc.,. 2.Independent directors of Good Will Instrument Co., Ltd |
| Independent Director | Min-Kai Lin | 3 | 2023/6/7 | MBA in Accounting, College of Management, National Taiwan University |
1.Convener of the Remuneration, Audit and the Risk Committee of Sigurd Microelectronics Corporation 2.Independent director of Winstek Semiconductor Co., Ltd. |
| Independent Director | Kwok-Wah Tsang | 3 | 2023/6/7 |
EMBA, National Chiao Tung University Second Consultant of Taiwan Police College Alumni Association Partner CPA of Sunwise Accounting Firm |
1.Independent director of Gallant Precision Machining Co., Ltd. 2.Independent director of Fortune Information Systems Corp. 3.Independent director of Polaris Group |
| Independent Director | Li-Hsing Lai | 3 | 2023/6/7 |
MBA , National Taiwan University Member of Department of Overall Panning for International Medical (Commerce, Finance, and Legal), Ministry of Health and Welfare |
Important decision reached by the Board of Directors
Major Board Resolutions in 2025
- Approval of the 2024 Annual Business Report and Financial Statements
- Approval of the 2024 Earnings Distribution Proposal
- Approval of the Capital Reserve Cash Distribution Proposal
- Approval of Amendments to Certain Provisions of the "Articles of Incorporation"
- Approval of the First Share Repurchase Proposal for 2025
- Approval of the Disposal of Marketable Securities Proposal
Major Board Resolutions in 2024
- Approval of the 2023 Annual Business Report and Financial Statements
- Approval of the 2023 Earnings Distribution Proposal
- Approval of Participation in the Cash Capital Increase of LianCe Co., Ltd.
- Approval of the Establishment of the "Sustainable Information Management Measures"
- Approval of Participation in the Cash Capital Increase of Gexing Co., Ltd.
- Approval of the Establishment of the Risk Management Committee Organizational Regulations and the Establishment of the Risk Management Committee
Major Board Resolutions in 2023
- Approval of the 2022 Annual Business Report and Financial Statements
- Approval of the 2022 Earnings Distribution Proposal
- Approval of the Election of Chairman and Vice Chairman
- Approval of the Establishment of Procedures for the Preparation and Verification of the Sustainability Report
- Approval of the Dissolution and Liquidation of an Invested Company
Board Diversity and Independence
Board Diversity:
In accordance with Article 192-1 of the Company Act, the company accepts nominations for board candidates in writing from shareholders holding at least 1% of shares, or from the board itself, nominating professionals from various fields such as industry, commerce, technology, finance, and accounting, as well as respected members of society, provided they do not fall under any of the circumstances listed in Article 30 of the Company Act. The current board consists of 10 members from industries including business, technology, and finance/accounting, with ages ranging from 63 to 77. The company continues to strive for diversity in gender, nationality, and culture. In terms of professional experience, some directors come from different fields, which helps provide valuable advice and experience for the company’s development.
Board Independence:
- The company’s board consists of 10 members, including 4 independent directors, accounting for 40% of the board, all of whom are qualified professionals with independence. The board members have no familial relationships as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. Since 2017, the company has established an Audit Committee, with independent directors exercising the powers previously held by supervisors.
|
Name |
Title |
Gender |
Age |
Independent director term and seniority |
Concurrent serving as employee |
Core capability (Top 5) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
61 to 70 |
71 to 80 |
Less than 3 years |
3 to 9 years |
Over 9 years |
Finance |
Electro-technology |
Manufacture |
Commerce |
Accounting |
Law |
IT |
Marketing Management |
Risk Management | ||||
|
Shin-Yang Huang |
Chairman |
Male |
O |
O |
O |
O |
O |
O |
O |
O |
O |
O |
|||||
|
Tsan-Lien Yeh |
Director |
Male |
O |
O |
O |
O |
O |
O |
O |
O |
O |
||||||
|
Hsu-Tung Kuo |
Director |
Male |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
Min-Hung Wu |
Director |
Male |
O |
O |
O |
O |
O |
O |
O |
O |
O |
O |
|||||
|
Ming-Chun Chiu |
Director |
Male |
O |
O |
O |
O |
O |
O |
|||||||||
|
Jui-Jen Feng |
Director |
Female |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
Min-Kai Lin |
Independent director |
Male |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
Wen-Bin Wu |
Independent director |
Male |
O |
O |
O |
O |
O |
O |
O |
O |
|||||||
|
Kwok-Wah Tsang |
Independent director |
Male |
O |
O |
O |
O |
O |
O |
O |
||||||||
|
Li-Hsing Lai |
Independent director |
Female |
O |
O |
O |
O |
O |
O |
O |
O |
|||||||
Board Performance Evaluation:
On August 7, 2019, the company’s board approved the “Board Performance Evaluation Measures,” stipulating that the board should conduct at least one performance evaluation each year for the board itself, its members, the Remuneration Committee, the Audit Committee, and the Risk Management Committee. Every three years, an external institution is commissioned to evaluate the board’s performance.
- (1) The performance evaluation of the board includes items in five major aspects: participation in the operation of the Company, improvement of the quality of the board of directors’ decision making, composition and structure of the board of directors, election and continuing education of the directors, and internal control.
- (2) The performance evaluation of individual directors includes items in six major aspects: alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationships and communication, the director’s professionalism and continuing education, and internal control.
- (3) The performance evaluation of functional committees (Remuneration Committee, Audit Committee, and Risk Committee) includes items in 5 major aspects: participation in the operation of the Company, awareness of the duties of the committee, improvement of the quality of the committee’s decision making, composition and member selection of the committee, and internal control.
|
Evaluation year |
Date reported to the board of directors |
Board of directors indicator achievement rate |
Board member indicator achievement rate |
Audit Committee indicator achievement rate
| Remuneration Committee indicator achievement rate |
Risk Management Committee indicator achievement rate |
|---|---|---|---|---|---|---|
|
2024(Note) |
February 27,2025 |
94.6%~97.6% |
92.7%~98.0% |
96.4%~100.0% |
98.6%~100.0% |
88.9%~93.3% |
|
2023 |
February 29,2024 |
92.3%~97.7% |
90.7%~98.7% |
97.9%~100.0% |
96.4%~100.0% |
- |
|
2022 |
March 7,2023 |
91.4%~96.8% |
95.6% ~ 99.3% |
80.0%~98.1% |
80.8%~95.6% |
- |
(Note) The board of directors entrusted an external organization - Taiwan Institute of Ethical Business (Moderator: Attorney Wen-Tzu Chen) to conduct a performance evaluation of the Board of Directors through questionnaires and interviews. Suggestions and improvements are as follows:
- 1. Moderately adjust the composition of the Board of directors
- 2. Enhance board diversity
- 3. Strengthen the documentation of directors’ remarks in board meeting minutes.
- 4. Introduce a whistleblower system in a timely manner to enhance the independence and transparency of the reporting mechanism.
- 5. Review the performance evaluation standards and establish a succession plan for professional talent.