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Board of Directors

The board of directors

The board of directors is the highest governance unit of the Company and the center of major business decisions, and its responsibilities include appointing and supervising the management of the Company, supervising the performance of the business, supervising the Company's compliance with the laws and regulations, the provisions of the articles of association and the resolutions of the shareholders' meeting, and working to exuberate shareholders' rights and interests significantly. The Board of Directors shall be responsible for the overall operating conditions of the Company, set precise objectives, and strive to achieve them. The board of directors shall be responsible for the shareholders' meeting. The directors' remuneration shall be submitted to the shareholders' meeting resolution, which shall be decided and recognized by the shareholders to measure the management performance of the Company's highest governance unit. Through the measurement of the board of directors' performance, it can help improve the quality and efficiency of the decision-making of the board of directors and achieve the goal of effectively managing and supervising the Company.

At present, the Company's board of directors has seven directors and three supervisors, including two independent directors. The articles of association of the Company specify the professional qualifications, shareholdings, part-time restrictions, nomination and selection methods, and other matters to be complied with by independent directors, following the relevant provisions of the securities authorities. The nomination and selection of independent directors of the Company conform to the provisions of the relevant professional qualifications, independent identification, and part-time restrictions of the Measures for the Establishment and Compliance of Independent Directors of Public Offering Companies, and achieves adequate supervision, safeguarding shareholders' rights and interests and strengthening corporate governance.

Board Members

In addition to having professional knowledge and extensive experience in corporate governance, the Company's board of directors also values the conduct and ethical reputation of its members, and the 11th Board Member (108/5/24 Shareholders' Meeting) has the following significant learning experiences:

Job Title Name Education Background Attendance Rate
Director Premier Touch Corporation,
Representative: Ken Lu
Chairman and R&D Head of Winmate Inc.
MBA, The University of Melbourne, Australia
Department of Business Administration, National Taiwan University
100%
Director Kevin Yeh Vice President of Winmate Inc.
Master of Computer Science, State University of New York, USA.
Department of Information Science, Tunghai University
83%
Director ONYX Healthcare, Inc.
Representative: Yung-Shun Chuang
Chairman of AAEON Technology Inc.
Chairman of ONYX Healthcare Inc.
Honorary Doctor of Engineering, National Taiwan University of Science and Technology
100%
Director Rui Hai Investment Co., Ltd.,
Representative: Fu-Chieh Chuang
Director of SPARK Technologies Inc.
Assistant Manager of research and development, AAEON Technology Inc.
Master, Carnegie Mellon University, USA.
EMBA, National Chengchi University
100%
Director Advantech Co., Ltd.,
Representative: Wei-Chih Liu
Director of Mildex Optical Inc.
Director of Advantech Co., Ltd.
John Hopkins Global MBA
Department of Physics, National Dong Hwa University
100%
Independent Director Fa-Ta Hsieh Independent Director of Kinpo Electronics, Inc.
Representative, Taipei Economic & Cultural office in Singapore
Master of Economics, National Chengchi University
100%
Independent Director Tung-Lai Hu Professor,Department of Business and Management, National Taipei University of Technology
Independent Director of ESON Precision Engineering Co. Ltd.
Doctor of Commerce, National Taiwan University Institute of Business Studies
100%
Supervisor Shih-Yang Tsai Chairman, Smart Management Consulting Co., Ltd.
Co-founder of Advantech Co., Ltd.
Department of Applied Mathematics (Information Dept.), Chinese Culture University
100%
Supervisor Wei-Sheng Wang President of Bonnar Industrial Co., Ltd.
Department of Business Administration, Tamsui Institute of Business Administration
100%
Supervisor Yu-Ching Pang Hujiang High School 100%

Board Member Selection and Diversity Policy

The Shareholders' Meeting elects directors based on the "Directors and Supervisors Election Method," and the Company has established a Diversity Policy for Board Members in the Corporate Governance Practice Code, taking into account the diversity of board members and measuring their operational needs in some ways, including, but not limited to, gender, age, cultural and educational background, race, professional experience, skills, knowledge and service tenure.

Following the Company's Code of Practice on Corporate Governance, the board of directors' composition is gender-neutral and generally has the knowledge, skills, and qualities necessary to perform its functions. To achieve the ideal objectives of corporate governance, the board of directors needs to have the following capabilities as a whole:

Board Member Selection and Diversity Policy

The Company has seven directors, of which two are independent, and three are supervisors. Board members have 20% employee membership, 80% external director supervisors (including 20% of independent directors), 2 independent directors with terms of up to 6 years, 6 directors and supervisors aged 61-70, 2 in 51-60 years, 2 under 50 years of age. Board members have the professional knowledge, practical experience, and moral literacy required to carry out their duties, taking into account age, national origin, academic experience, gender, independence and other considerations, the selection of directors following relevant provisions and diversity policy, the implementation of the board members of the diversity policy.

To maintain the professional advantages and abilities of directors and supervisors, directors and supervisors participated in further courses organized by the Corporate Corporate Governance Association of China and the Taiwan Institute of Directors in 2020, including patent rights defense and new thinking on intellectual property management, 2020 Annual Meeting of the Institute of Directors: Finding New Momentum for Growth in a Strategic Turning Year, The 9th Annual Forum of Chinese Family Enterprises: How to Cross a Hundred Years of Chinese Family Enterprises in the Age of Common Governance, etc.

Important Resolutions and Implementation of the Board of Directors for 2020

Date Important Resolutions Resolution Results Implementation Status
2020.01.14
  1. Approved the 2020 budget.
  2. Approved the 2019 managerial officers’ year-end bonus.
  3. Approved to hire certified public accountants.
  4. Approved to amend the “Articles of Incorporation”.
  5. Approved to extend the credit line of bank loans.
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. Implement by the resolution.
2020.02.24
  1. Approved to issue the 2019 Internal Control System Statement.
  2. Approved the 2019 distributable compensation for directors and employees.
  3. Approved the 2019 Business Report and Financial Statements.
  4. Approved the 2019 Dividend Distribution.
  5. Approved the company's intention to issue cash dividends with capital reserves.
  6. Approved to amend the “Articles of Incorporation”.
  7. Exemption of the limitation of non-competition on the directors and its representative of the Company.
  8. Approved the date of convening the 2020 Annual General Shareholders' Meeting.
  9. Approved the appointment of the new general manager.
  10. Approved the renewal of the bank's derivative commodity trading quota.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2020.04.06
  1. Approved to hire certified public accountants.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2020.05.05
  1. Approved to amend the “Regulations Governing Procedure for Board of Directors Meetings”.
  2. Approved to amend the “Regulations Governing Appointment of Independent Directors”.
  3. Approved to amend the “Regulations Governing Remuneration Committee”.
  4. Approved to extend the credit line of bank loans.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2020.08.04
  1. Approved the 2019 Annual Directors Remuneration Distribution Proposal.
  2. Approved the 2019 Annual Remuneration Distribution Plan for Managers & Employees.
  3. Approved to amend the “Remuneration Committee Charter”.
  4. Approved to amend the “Regulations Governing Preparation Process of Financial Statements”.
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted for discussion, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. Implement by the resolution.
2020.11.03
  1. Approved 2021 Internal Audit Plan.
  2. Approved the issuance of the domestic second Unsecured Convertible Bonds.
  3. Approved to amend the “Risk Management Policy and Procedure”.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.

Important Resolutions and Implementation of the Board of Directors for 2019

Date Important Resolutions Resolution Results Implementation Status
2019.01.25
  1. Approved the 2018 budget.
  2. Approved the 2018 managerial officers' year-end bonus.
  3. Approved to hire certified public accountants.
  4. Approved to amend the company's internal control management measures.
  5. Approved to extend the credit line of bank loans.
  6. Approved the 2019 assessment of independence and competence of certified public accountants.
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. Implement by the resolution.
2019.03.06
  1. Approved to issue the 2018 Internal Control System Statement.
  2. Approved the 2018 distributable compensation for directors.
  3. Approved the 2018 distributable compensation for employees.
  4. Approved the 2018 Business Report and Financial Statements.
  5. Approved the 2018 Dividend Distribution.
  6. Approved the company's intention to issue cash dividends with capital reserves.
  7. Approved the nomination of directors and supervisors.
  8. Approved the proposal for prohibiting Directors from participation in competitive businesses.
  9. Approved the date of convening the 2019 Annual General Shareholders' Meeting.
  10. Approved the nomination of directors (including independent directors) and supervisor candidates by more than one percent of shareholders.
  11. Approved the renewal of the bank's derivative commodity trading quota.
  12. Approved to increase investment in TL Electronic based in Germany.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2019.05.06
  1. Approved to amend the "Regulations Governing Loaning of Funds.
  2. Approved to amend the "Endorsement Operating Procedure.
  3. Approved the "Standard Operating Procedures for Director Requests.
  4. Approved the "Administrative Measures for Authorization.
  5. Approved to extend the credit line for bank loans.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2019.06.04
  1. Approved to appoint members of the Remuneration Committee.
  2. Approved to appoint members of the Special Committee on Mergers and Acquisitions.
  3. Approved the appointment of the Internal Audit Officer.
  4. Approved to extend the credit line for bank loans.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.
2019.08.06
  1. Approved the 2018 Annual Directors Remuneration Distribution Proposal.
  2. Approved the 2018 Annual Remuneration Distribution Plan for Managers & Employees.
  3. Approved to amend the "Personal Operational Information Protection Rules.
  4. Approved to amend "Ethical Corporate Management Best Practice Principles.
  5. Approved the "Procedures for Ethical Management and Guidelines for Conduct.
  6. Approved to purchase real estate.
After the relevant stakeholders evaded the second case, independent directors were appointed to preside, and other directors present were consulted for discussion, and the resolution was passed. The remaining motions were passed without objection after the chairman consulted with all directors present. Implement by the resolution.
2019.11.05
  1. Approved the appointment of Corporate Governance Officer.
  2. Approved to amend the "The Rules for Performance Evaluations of the Board of Directors.
  3. Approved the "Duties authorization and agents Rules.
  4. Approved the 2020 Internal Audit Plan.
  5. Approved the 2014 changes to the cash capital increase and issuance of new shares.
After the chairman's consultation, the directors present at the scene passed the proposal without objection. Implement by the resolution.