Diversity policy of board members, its implementation and succession planning and operation of board members and important management
The main function of the Board of Directors－
The board of directors of the company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.
Board members’ academic experience－
Title
Name
Main Academic Experience
Chairman
CHOU WEI LIN
- European University, Master of Business Administration
- Taiwan Chemi-Con Corporation
Vice Chairman
LEE KUN CHAN
- National Taichung University of Science and Technology, Bachelor of Arts
- Taiwan Chemi-Con Corporation
Director
YU YAO KUO
- National Taiwan University, Master of Business Administration
- YOSUN Industrial Corporation
Corporate Representative Director
HUANG PEI CHING
- Fu Ren Catholic University, Department of Applied Arts
- Zong Xin Investment Co., Ltd.
Independent Director
WU CHIA HSUN
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
Independent Director
SU MING YANG
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
Independent Director
HSU HSOU CHUN
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
Independent Director
WAN GWO WEI
- Tamkang University, Bachelor of Electrical and Computer Engineering
- Renesas Electronics Taiwan Corporation
Diversification policy for board members－
According to Article 20 of the Company’s “Code of Practice on Corporate Governance”, the composition of the board of directors should consider diversification, and formulate appropriate diversification policies based on their own operations, operating styles and development needs, including but not limited to the following two aspects of the standard：
- Basic conditions and values: gender, age, nationality and culture, etc.
- Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
The members of the board of directors should generally possess the knowledge, skills and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities：
- Operational judgment ability.
- Accounting and financial analysis capabilities.
- Operation and management capabilities.
- Crisis handling capability.
- Industrial knowledge.
- International market outlook.
- Leadership ability.
- Decision-making ability.
The company continue to initiate the chairman succession plan and cultivate high-level internal managers and enter the board of directors to become familiar with the relevant operations of the board of directors. Furthermore, the company emphasizes gender equality in the composition of its Board of Directors, and sets up at least one female director.
Diversification of board members－
Title
Name
Gender
Age
Operational
judgment
Accounting /
financial
analysis
Management
Crisis
management
Industrial
knowledge
International
market view
Leadership
decision
Chairman
CHOU
WEI LIN
Male
60-64
∨
∨
∨
∨
∨
∨
Vice Chairman
LEE
KUN CHAN
Male
60-64
∨
∨
∨
∨
∨
∨
Director
YU
YAO KUO
Male
50-54
∨
∨
∨
∨
∨
∨
Corporate
Representative
Director
HUANG
PEI CHING
Female
35~39
∨
∨
∨
∨
∨
∨
Independent Director
WU
CHIA HSUN
Male
70-74
∨
∨
Independent Director
SU
MING YANG
Male
65-69
∨
∨
∨
∨
∨
∨
Independent Director
HSU
HSOU CHUN
Male
55-59
∨
∨
∨
∨
Independent Director
WAN
GWO WEI
Male
60-64
∨
∨
∨
∨
∨
∨
Succession planning and operation of board members and important management－
- Succession planning and operation of board members
The company has 8 directors, including 4 independent directors and 1 female director, and the proportion of female directors is 13%. There are 1 seat for 70-74 years old, 1 seat for 65-69 years old, 3 seats for 60-64 years old, 1 seat for 55-59 years old, 1 seat for 50-54 years old and 1 seat for 35-39 years old. The company’s board of directors is geared towards the goal of rejuvenation. In the future, when re-electing directors, it will continue to invite suitable candidates to join the board of directors in response to the company’s development strategy and changes in the internal and external environment to strengthen the balanced operation of the board.
The company initiated the chairman succession plan many years ago. After the founder and chairman of the board Mr. Huang led the company for more than 25 years, Mr. Chou took over as the chairman after the re-election at the Annual Shareholders’ meeting in June 2018. After 2024 Annual Shareholders’ meeting, Mr. Chou was re-elected as the chairman for the current term. In the future, we will continue to cultivate high-level internal managers and enter the board of directors to become familiar with the relevant operations of the board of directors.
- Succession planning and operation of important management
The company has been appointed by Mr. Lee as the chief operating officer since September 2019. The position of general manager has been succeeded by Mr. Yu, to initiate the goal of rejuvenating the company’s management at average age. In the future, in response to the development and growth of the company’s operations, there will be more than 10 senior managers such as deputy general managers and associate managers in the group. They are engaged in various fields including but not limited to operations, legal affairs, finance, and accounting, and through continuous experience teaching and strict training, planned to cultivate various professional skills, and train succession candidates to have decision-making judgment and execution ability.
The company has set up Human Resources Arbitration Committee, held regular meetings to conduct promotion evaluations for important executives, and deepened the company’s centripetal force and business philosophy through work rotation or assignment plans, and selected future management teams that needed for the company’s development.
Diversity policy of board members, its implementation and succession planning and operation of board members and important management
The main function of the Board of Directors－
The board of directors of the company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.
Board members’ academic experience－
Title
Chairman
Name
CHOU WEI LIN
Main Academic Experience
- European University, Master of Business Administration
- Taiwan Chemi-Con Corporation
Title
Vice Chairman
Name
LEE KUN CHAN
Main Academic Experience
- National Taichung University of Science and Technology, Bachelor of Arts
- Taiwan Chemi-Con Corporation
Title
Director
Name
YU YAO KUO
Main Academic Experience
- National Taiwan University, Master of Business Administration
- YOSUN Industrial Corporation
Title
Corporate Representative Director
Name
HUANG PEI CHING
Main Academic Experience
- Fu Ren Catholic University, Department of Applied Arts
- Zong Xin Investment Co., Ltd.
Title
Independent Director
Name
WU CHIA HSUN
Main Academic Experience
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
Title
Independent Director
Name
SU MING YANG
Main Academic Experience
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
Title
Independent Director
Name
HSU HSOU CHUN
Main Academic Experience
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
Title
Independent Director
Name
WAN GWO WEI
Main Academic Experience
- Tamkang University, Bachelor of Electrical and Computer Engineering
- Renesas Electronics Taiwan Corporation
Diversification policy for board members－
According to Article 20 of the Company’s “Code of Practice on Corporate Governance”, the composition of the board of directors should consider diversification, and formulate appropriate diversification policies based on their own operations, operating styles and development needs, including but not limited to the following two aspects of the standard：
- Basic conditions and values: gender, age, nationality and culture, etc.
- Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
The members of the board of directors should generally possess the knowledge, skills and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities：
- Operational judgment ability.
- Accounting and financial analysis capabilities.
- Operation and management capabilities.
- Crisis handling capability.
- Industrial knowledge.
- International market outlook.
- Leadership ability.
- Decision-making ability.
The company continue to initiate the chairman succession plan and cultivate high-level internal managers and enter the board of directors to become familiar with the relevant operations of the board of directors. Furthermore, the company emphasizes gender equality in the composition of its Board of Directors, and sets up at least one female director.
Diversification of board members－
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Chairman
CHOU WEI LIN
Male
60～64
∨
∨
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Vice Chairman
LEE KUN CHAN
Male
60～64
∨
∨
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Director
YU YAO KUO
Male
50～54
∨
∨
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Corporate Representative Director
HUANG PEI CHING
Female
35～39
∨
∨
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Independent Director
WU CHIA HSUN
Male
70～74
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Independent Director
SU MING YANG
Male
65～69
∨
∨
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
Independent Director
HSU HSOU CHUN
Male
55～59
∨
∨
∨
∨
Title
Name
Gender
Age
Operational judgment
Accounting / financial analysis
Management
Crisis management
Industrial knowledge
International market view
Leadership decision
∨∨Independent Director
WAN GWO WEI
Male
60～64
∨
∨
∨
∨
∨
∨
Succession planning and operation of board members and important management－
- Succession planning and operation of board members
The company has 8 directors, including 4 independent directors and 1 female director, and the proportion of female directors is 13%. There are 1 seat for 70-74 years old, 1 seat for 65-69 years old, 3 seats for 60-64 years old, 1 seat for 55-59 years old, 1 seat for 50-54 years old and 1 seat for 35-39 years old. The company’s board of directors is geared towards the goal of rejuvenation. In the future, when re-electing directors, it will continue to invite suitable candidates to join the board of directors in response to the company’s development strategy and changes in the internal and external environment to strengthen the balanced operation of the board.
The company initiated the chairman succession plan many years ago. After the founder and chairman of the board Mr. Huang led the company for more than 25 years, Mr. Chou took over as the chairman after the re-election at the Annual Shareholders’ meeting in June 2018. After 2024 Annual Shareholders’ meeting, Mr. Chou was re-elected as the chairman for the current term. In the future, we will continue to cultivate high-level internal managers and enter the board of directors to become familiar with the relevant operations of the board of directors.
- Succession planning and operation of important management
The company has been appointed by Mr. Lee as the chief operating officer since September 2019. The position of general manager has been succeeded by Mr. Yu, to initiate the goal of rejuvenating the company’s management at average age. In the future, in response to the development and growth of the company’s operations, there will be more than 10 senior managers such as deputy general managers and associate managers in the group. They are engaged in various fields including but not limited to operations, legal affairs, finance, and accounting, and through continuous experience teaching and strict training, planned to cultivate various professional skills, and train succession candidates to have decision-making judgment and execution ability.
The company has set up Human Resources Arbitration Committee, held regular meetings to conduct promotion evaluations for important executives, and deepened the company’s centripetal force and business philosophy through work rotation or assignment plans, and selected future management teams that needed for the company’s development.