▪ Board of Directors
The company shall have seven to nine Directors, with a term of three years. The election of Directors shall make use of a candidate nomination system. The responsibilities of Board of Directors are deliberating on the business plans, financial statements, and other matters under the Company Act, Articles of Incorporation and other relevant laws and regulations
Chairman and CEO – Nicky Lu
| Education | M.S. and Ph.D. in Electrical Engineering, Stanford University, USA B.S. in Electrical Engineering,National Taiwan University |
| Experience | Manager, IBM Technology Headquarters and R&D Center, USA, IEEE Fellow IEEE 1998 Solid-State Circuits Award Winner National Medal of Excellence in Science and Technology Outstanding Alumnus of National Taiwan University Outstanding Alumnus and Chair Professor of National Chiao Tung University Chinese Society for Management Of Technology Fellow National Academy of Engineering Fellow Co-founder of Global Unichip Corp. and Ardentec Corporation |
Director – Elvis Deng
| Education | M.B.A., National Taiwan University B.S. in Engineering,National Chiao Tung University |
| Experience | Electronics Research and Service Organization of Industrial Technology Research Institute Divison Director, Vanguard International Semiconductor-America Co-founder/Vice President, Ardentec Corporation Vice President/COO/President, CSMC Technologies Corporation Executive Director/CEO,China Resources Microelectronics Limited Director, Great Team Backend Foundry, Inc. |
Director Representative of Chiu Chiang Investment Co., Ltd. – Shyh-Yi Chen
| Education | B.S., National Taiwan University M.B.A., California State University, USA |
| Experience | Chairman, Hong Tai Electric Industrial Co., Ltd., Chairman, Xinfu Investment Corporation |
Director Representative of Kai Chun Investment Corporation – Mei-Ling Hsu
| Education | Bachelor, National Taiwan University |
| Experience | CFO, Mycenax Biotech Inc. CFO, G-tech Optoelectronics Corporation. CFO/Supervisor, Lin Li Wedding Studio Co., Ltd. |
Director Representative of Kai Chun Investment Corporation – Bor-Doou Rong
| Education | M.S. in Electrical Engineering, Arizona State University, USA B.S., National Cheng Kung University |
| Experience | Senior Vice President, Etron Technology |
Independent Director – Ai-Zhen Wang
| Education | B.B.A., National Taiwan University |
| Experience | Analyst, HSBC Securities Investment Consulting Inc., Taiwan Branch Head of Research Department , Asia Securities Tainan Branch Supervisor, Netklass Technology Inc., Member of Compensation Committee, Feature Integration Technology Inc. |
Independent Director – Jen-Hung Tseng
| Education | M.B.A., National Chiao Tung University B.S. in Electrical Engineering, National Taiwan University |
| Experience | CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc |
Independent Director – Yun-Chieh Huang
| Education | B.B.A. in Finance and Taxation, Chung Hsing University |
| Experience | Supervisor, Lumimore Tech. Co., Ltd. Supervisor, Raffar Technology Corp. Supervisor, Exploit Technology Co., Ltd. Director, Jumbo Harvest International Co., Ltd., Investment Manager, Hong Tai Electric Industrial Co., Ltd. Director, Moneywin International Limited |
Independent Director – Wilson Wang
| Education | B.B.A. in Accounting, National Chengchi University |
| Experience | Independent Director, Feature Integration Technology Inc. Independent Director, Ennostar Inc. Independent Director, Taiwan Mask Corp. CPA, Zhicheng Accounting Firm CPA, Pricewaterhouse Coopers |
Operations of the Board of Directors
Term of the 11th Board of Directors: July 12, 2021, to July 11, 2024. In 2022, the Board of Directors held four meetings, and the attendance of Directors was as follows:
| Position | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Note |
| Chairman | Nicky Lu | 4 | 0 | 100 | None |
| Director | Elvis Deng | 4 | 0 | 100 | None |
| Director | Chiu Chiang Investment Co., Ltd. Representative： Shyh-Yi Chen | 4 | 0 | 100 | None |
| Director | Kai Chun Investment Corp., Mei-Ling Hsu | 4 | 0 | 100 | None |
| Director | Kai Chun Investment Corp., Representative：Bor-Doou Rong | 3 | 1 | 75 | None |
| Independent Director | Ai-Zhen Wang | 4 | 0 | 100 | None |
| Independent Director | Jen-Hung, Tseng | 4 | 0 | 100 | None |
| Independent Director | Yun-Chieh Huang | 4 | 0 | 100 | None |
| Independent Director | Wilson Wang | 2 | 0 | 100 | Took office on June 8, 2022, and is supposed to attend 2 meetings |
Note: Independent Director Teng-Wei Wang resigned on January 24, 2022, with no attendance required.
Diversity of the Board of Directors
The company has established a “Board of Directors Diversity Policy” and disclosed it on the company’s website. The policy specifies that the composition of the board of directors should consider the company’s operations, business model, and development needs when formulating diversity guidelines. The board as a whole should possess eight abilities, including operational judgment, accounting and financial analysis, business management, crisis handling, industry knowledge, international market perspective, leadership, and decision-making. The goal is to have at least one director with a relevant background in each professional field and to appoint four independent directors.
The 11th Board of Directors of the company consists of nine directors (five general directors and four independent directors), with independent directors accounting for 44% of the total. The achievement of relevant diversity criteria is as follows:
| Item | Basic Composition | Professional Background | |||||||||
| Name | Nationality | Age (Note) | Gender | Serving concurrent-ly as an employee |
Acing as an Audit Committee Member? | Number of the times as an Inde-pendent Director of the Company | Finance and Accounting | Banking and Securities | Tech-nology R&D | Marketing and Operations | |
| Chairman | Nicky Lu | R.O.C. | B | Male | ✓ | N/A | N/A | ✓ | ✓ | ||
| Director | Elvis Deng | R.O.C. | C | Male | ✓ | N/A | N/A | ✓ | ✓ | ||
| Director | Chiu Chiang Investment Co., Ltd. Representative：Shyh-Yi Chen |
R.O.C. | A | Male | N/A | N/A | ✓ | ✓ | |||
| Director | Kai Chun Investment Corp., Representative：Mei-Ling Hsu |
R.O.C. | B | Female | N/A | N/A | ✓ | ✓ | |||
| Director | Kai Chun Investment Corp., Representative：Bor-Doou Rong | R.O.C. | B | Male | ✓ | N/A | N/A | ✓ | |||
| Independent Director | Ai-Zhen Wang | R.O.C. | B | Female | ✓ | 3 | ✓ | ✓ | ✓ | ||
| Independent Director | Jen-Hung, Tseng | R.O.C. | A | Male | ✓ | 2 | ✓ | ✓ | |||
| Independent Director | Yun-Chieh Huang | R.O.C. | C | Female | ✓ | 2 | ✓ | ✓ | |||
| Independent Director | Wilson Wang | R.O.C. | B | Male | ✓ | 1 | ✓ | ✓ | |||
| Proportion | － | － | Male:67% Female:33% |
Employee:33% Non-employee:67% |
100% | － | 44% | 11% | 56% | 78% | |
Note: Age groups are classified as follows: A: 71 years and above, B: 61-70 years, C: 51-60 years.
Board of Directors Performance Evaluation Process
The company has established a “Board of Directors Performance Evaluation Method” approved by the Board. The internal performance self-assessment is conducted once a year, and an external evaluation is carried out by an independent external professional organization or a team of external expert scholars every three years. The results of the performance evaluation are reported to the Board in the first quarter of the following year and disclosed on the Market Observation Post System.
Performance Evaluation Execution in 2022: The internal and external evaluations were initiated in November of 2022. The external evaluation for this year was entrusted to the Taiwan Investor Relations Institute. The evaluation results have been reported to the Board in the first quarter of 2023.
Performance Evaluation Execution in 2022
Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Report Submission to the Board |
Internal Self-assessment | 2022 | Board of Directors, Directors Members, Functional Committees | Questionnaire-based self-assessment by the Board of Directors, Directors, and Functional Committees | The Board of Directors conducted evaluations based on the following five dimensions, totaling 25 indicators:
Individual directors were assessed based on the following six dimensions, totaling 20 indicators:
Functional committees were evaluated based on the following five dimensions, totaling 22 indicators:
| The evaluation results for the Board of Directors, Directors, and Functional Committees were all excellent. | March 13th, 2023 |
External assessment | 2022 | Board of Directors | The Company has entrusted the Taiwan Investor Relations Institute to perform external assessment by means of written review, directors’ self-assessment questionnaire and on-site/online interviews and assessments |
Degree of the Board of Directors’ Engagement in Corporate Social Responsibility | Excellent | March 13th, 2023 |
Performance Evaluation Execution in 2021
Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Report Submission to the Board |
Internal Self-assessment | 2021 | Board of Directors, Directors, Functional Committees | Questionnaire-based self-assessment by the Board of Directors, Directors, and Functional Committees | The Board of Directors conducted evaluations based on the following five dimensions, totaling 25 indicators:
Individual directors were assessed based on the following six dimensions, totaling 20 indicators:
Functional committees were evaluated based on the following five dimensions, totaling 22 indicators:
| The evaluation results for the Board of Directors, Directors, and Functional Committees were all excellent.
| March 18th, 2022 |
▪ Audit Committee
The Audit Committee of the company consists of all independent Directors. The composition and profiles of the members are as follows:
Convener – Ai-Zhen Wang
| Education | B.B.A., National Taiwan University |
| Experience | Analyst, HSBC Securities Investment Consulting Inc., Taiwan Branch Head of Research Department , Asia Securities Tainan Branch Supervisor, Netklass Technology Inc., Member of Compensation Committee, Feature Integration Technology Inc. |
Member – Jen-Hung Tseng
| Education | B.S. in Electrical Engineering, National Taiwan University M.B.A., National Chiao Tung University |
| Experience | CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc |
Member – Yun-Chieh Huang
| Education | B.B.A. in Finance and Taxation, Chung Hsing University |
| Experience | Supervisor, Lumimore Tech. Co., Ltd. Supervisor, Raffar Technology Corp. Supervisor, Exploit Technology Co., Ltd. Director, Jumbo Harvest International Co., Ltd., Investment Manager, Hong Tai Electric Industrial Co., Ltd. Director, Moneywin International Limited |
Member – Wilson Wang
| Education | B.B.A. in Accounting, National Chengchi University |
| Experience | Independent Director, Feature Integration Technology Inc. Independent Director, Ennostar Inc. Independent Director, Taiwan Mask Corp. CPA, Zhicheng Accounting Firm CPA, Pricewaterhouse Coopers |
The Audit Committee holds meetings at least once per quarter and is responsible for the following:
- Developing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessing the effectiveness of internal control systems.
- Establishing or revising procedures for significant financial transactions such as asset acquisitions or dispositions, derivative transactions, lending of funds, endorsement, or provision of guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
- Handling matters related to conflicts of interest involving directors.
- Reviewing significant asset or derivative transactions.
- Reviewing significant lending of funds, endorsement, or provision of guarantees.
- Handling matters related to the issuance, offering, or private placement of equity securities.
- Appointment, dismissal, or remuneration of CPA
- Appointment or dismissal of financial, accounting, or internal audit officers.
- Annual and semi-annual financial reports.
- Other significant matters as required by the company or regulatory authorities.
Audit Committee Operation
Term of the 2nd Audit Committee: July 12, 2021, to July 11, 2024. In 2022, the Audit Committee held 4 meetings, and the attendance of the members is as follows:
| Position. | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
| Convener | Ai-Zhen Wang | 4 | 0 | 100 | None |
| Member | Jen-Hung Tseng | 4 | 0 | 100 | None |
| Member | Yun-Chieh Huang | 4 | 0 | 100 | None |
| Member | Wilson Wang | 2 | 0 | 100 | Took office on June 8, 2022, and is supposed to attend 2 meetings |
Note: Member Wang Teng-Wang resigned on 2022/01/24, with no attendance requirement.
Annual Priorities
- Handling progress of internal audit reports and internal control tracking matters: The audit department sends information monthly and reports to Audit Committee quarterly.
- Assessment of the effectiveness of internal control systems: The audit department submits an annual internal control system declaration to the Audit Committee meeting.
- Reviewing financial reports and important company matters: The Audit Committee communicates with the Internal Audit Supervisor and CPAs at the Audit Committee’s meeting quarterly.
- Communication on the company’s financial operations: The Audit Committee holds communication meetings or makes communications and discussions by means of letters, telephone calls, etc. in the Company.
Communication between Independent Directors and Internal Audit Supervisor and CPAs
In addition to the quarterly Audit Committee meetings, communication between independent directors and the internal audit Supervisor and CPAs is as follows:
| Date | Communication Method | Communication Matters | Suggestions and Results | Note |
| 2022.03.16 | Meeting | 2021Q4 Financial report Internal control and audit report | None | Attendance by independent directors only |
| 2022.05.05 | Meeting | 2022Q1 Financial report Internal control and audit report | None | Attendance by independent directors only |
| 2022.08.08 | Meeting | 2022Q2 Financial report Internal control and internal report | None | Attendance by independent directors only |
| 2022.11.08 | Meeting | 2022Q3 Financial report Internal control and internal report | None | Attendance by independent directors only |
| 2022.11.09 | Meeting | Audit work items and legal explanations for 2022Q4 Financial report Internal control and audit report | None | Attendance by independent directors only and without management level |
▪ Remuneration Committee
The Remuneration Committee of our company is composed of independent directors and external experts. The members and their profiles are as follows:
Convener – Ai-Zhen Wang
| Education | B.B.A., National Taiwan University |
| Experience | Analyst, HSBC Securities Investment Consulting Inc., Taiwan Branch Head of Research Department , Asia Securities Tainan Branch Supervisor, Netklass Technology Inc., Member of Compensation Committee, Feature Integration Technology Inc. |
Member – Jen-Hung Tseng
| Education | B.S. in Electrical Engineering, National Taiwan University M.B.A., National Chiao Tung University |
| Experience | CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc |
Member – Hsiang-Lan Kuo
| Education | B.B.A in Accounting, National Cheng Kung University |
| Experience | Independent Director, Ares Green Technology Corporation CFO, Coretronic Corporation |
The Remuneration Committee of our company holds at least two meetings each year and has the following responsibilities:
- Review and propose amendments to the organizational regulations of the Remuneration Committee in response to environmental changes.
- Develop and periodically review the policies, systems, standards, and structures for the evaluation of the performance and remuneration of directors and executives of our company.
- Regularly evaluate and determine the remuneration of directors and executives.
Operation of the Remuneration Committee
Term of the 5th Remuneration Committee: July 12, 2021, to July 11, 2024. In the most recent fiscal year (2022), the Remuneration Committee held 4 meetings, and the attendance of the members is as follows:
| Position. | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
| Convener | Ai-Zhen Wang | 4 | 0 | 100 | N/A |
| Member | Jen-Hung, Tseng | 4 | 0 | 100 | N/A |
| Member | Hsiang-Lan, Kuo | 4 | 0 | 100 | N/A |
▪ Corporate Governance Supervisor
Accounting supervisor, Ms. Yu-Chia Cheng, has been appointed as the Corporate Governance Supervisor by the board. The Capital Markets and Shareholder Services Department is responsible for carrying out the matters related to corporate governance.
The responsibilities and execution of the Corporate Governance Supervisor are as follows:
- Provide financial information and updates on legal changes necessary for the operation of the Board of Directors.
- Handle various affairs and execute matters related to the Audit Committee, Board of Directors, and Shareholders’ Meetings in accordance with laws and regulations.
- Responsible for disclosing information on the MOPS.
- Handle company registration changes.
- Cooperate with corporate governance evaluation to enhance the corporate governance situation.
| Training Date | Organizer | Course Title | Duration |
| 2022.05.30 | Accounting Research and Development Foundation | How the Board of Directors and Senior Executives Review ESG Sustainability Reports | 3 |
| 2022.06.27 | Accounting Research and Development Foundation | Practical Performance Evaluation of Corporate "ESG Sustainability" and "Risk Management" | 3 |
| 2022.07.27 | Taiwan Stock Exchange and Taipei Exchange | Sustainable Development Roadmap Industry Theme Promotion Conference | 2 |
| 2022.10.19 | Taiwan Corporate Governance Association | The 8th (2022) Corporate Governance Summit – Enhancing Director Competence and Implementing Corporate Sustainable Governance | 6 |
| 2022.12.29 | Accounting Research and Development Foundation | Trends in Internet Technology Development and New Thinking for Internal Auditors | 6 |