|
The Diversity of Board of Directors
|
The corporate governance and nomination committee, authorized by the Board of Directors, establishes the criteria for the professional knowledge, skills, experience, diverse backgrounds including gender, and independence required for Board members. The Committee reviews these standards annually and reports to the Board on their fulfillment. The Committee plans the composition of the Board and functional committees based on these diversity standards and selects candidates accordingly, submitting the recommended composition and candidate list to the Board for deliberation.
Specific Management Goals and Achievements of the Company's Board Diversity Policy
|
Board diversity criteria
|
2024 Management Objective
|
Achievements in 2024
|
|
Composition of Seats
|
The number of independent directors shall account for at least half of the total number of directors.
|
Achieved
|
|
Gender
|
Directors of any one gender shall account for at least one-third of the total number of directors.
|
Achieved
|
|
Term of Service /age
|
- The independent directors shall not serve more than three consecutive terms, but their consecutive terms shall be extended to four terms upon review by the Corporate governance and nomination committee.
- More than half of the independent directors serve no more than three terms.
- Directors shall not be over the age of 75 at the time of election.
|
Achieved
|
|
Concurrently Situation
|
- The number of board seats held by directors who also serve as company managers should not exceed one-third.
- Independent directors should not serve as independent directors in more than three companies.
- Independent directors should not concurrently serve as directors (including independent directors) or supervisors in more than five listed companies.
- Non-independent directors should not concurrently serve as directors in more than five listed companies.
|
Achieved
|
|
Diverse professional skills
|
Directors should possess expertise in areas such as the technology industry, technical research and development, industry innovation, corporate sustainability, risk management, human resources management, financial accounting, and strategic investment.
|
Achieved
|
|
Attendance rate
|
The attendance rate of directors should not be less than 80%.
|
Achieved
|
|
Note: Average Attendance Rate of the board of directors and Functional Committees in 2024
|
Board of director
|
Audit committee
|
Remuneration committee
|
Corporate governance and
nomination committee
|
Sustainability and risk management committee
|
|
100%
|
100%
|
100%
|
100%
|
100%
|
|
Diversity Background and Professional Qualifications and Capabilities of the Company’s Director
|
姓名
|
彭双浪
|
柯富仁
|
蔡娟娟
|
黃漢州
|
| 職稱 |
董事長 |
董事 |
董事 |
董事 |
| 性別 |
男 |
男 |
女 |
男 |
| 年齡 |
60-69 |
50-59 |
70-79 |
60-69 |
|
國籍
|
中華民國
|
中華民國 |
中華民國
|
中華民國 |
|
董事連續任期年資
|
初次選任日期
|
2010/06/18 |
2019/09/10 |
2022/06/17 |
2022/06/17 |
| 3年以下 |
|
|
V |
V |
| 3-9年 |
|
V |
|
|
| 9年以上 |
V |
|
|
|
|
專業知識與技能
|
科技產業
|
V |
V |
V |
V |
| 技術研發 |
|
V |
V |
|
|
產業創新
|
V
|
V |
|
V |
|
企業永續
|
V
|
|
|
|
|
風險管理
|
V
|
V |
|
V
|
| 人力資源 |
V
|
|
|
|
|
財務會計
|
|
|
|
|
| 策略投資 |
V
|
V |
|
V |
| 兼任其他公開發行公司獨立董事家數 |
0
|
0 |
1 |
0 |
| 兼任經理人身分 |
V
|
V |
|
|
|
|
姓名
|
程章林
|
盧秋玲
|
韓靜實
|
黃資婷
|
林妍希
|
| 職稱 |
獨立董事 |
獨立董事 |
獨立董事 |
獨立董事 |
獨立董事 |
| 性別 |
男 |
女 |
女 |
女 |
女 |
| 年齡 |
70-79 |
60-69 |
60-69 |
60-69 |
60-69 |
|
國籍
|
中華民國 |
中華民國 |
中華民國 |
中華民國 |
中華民國 |
|
董事連續任期年資
|
初次選任日期
|
2019/06/14 |
2022/06/17 |
2022/06/17 |
2025/05/28 |
2025/05/28 |
| 3年以下 |
|
V |
V |
V |
V |
| 3-9年 |
V |
|
|
|
|
| 9年以上 |
|
|
|
|
|
|
專業知識與技能
|
科技產業
|
V |
|
V |
V |
V |
| 技術研發 |
V |
|
|
|
|
|
產業創新
|
V |
|
|
|
|
|
企業永續
|
|
V |
V |
|
V |
|
風險管理
|
|
|
V |
V |
|
| 人力資源 |
|
V |
V |
|
V |
|
財務會計
|
|
V |
V |
|
|
| 策略投資 |
|
|
V |
V |
|
| 兼任其他公開發行公司獨立董事家數 |
0 |
2 |
2 |
2 |
2 |
| 兼任經理人身分 |
|
|
|
|
|
註：2025年5月28日股東常會選任之第11屆董事會成員。
|
Diversity Background and Professional Qualifications and Capabilities of the Company’s Directors
|
Name
|
Title
|
Gender
|
Age
|
Nationality
|
Term of Office
|
|
Below
3 years
|
3-9 years
|
Exceed 9 years
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
Male |
60-69
|
ROC
|
|
|
V
|
|
Frank Ko
|
Director
|
Male |
50-59
|
ROC
|
|
V
|
|
|
Chuang- Chuang Tsai
|
Director
|
Female
|
70-79
|
ROC
|
V
|
|
|
|
Han-Chou (Joe) Huang
|
Director
|
Male |
60-69
|
ROC
|
V
|
|
|
|
Chin-Bing (Philip) Peng
|
Independent Director
|
Male |
70-79
|
ROC
|
|
|
V
|
|
Jang-Lin (John) Chen
|
Independent Director
|
Male |
70-79
|
ROC
|
|
V
|
|
|
Chiu-Ling Lu
|
Independent Director
|
Female
|
60-69
|
ROC
|
V
|
|
|
|
Cathy Han
|
Independent Director
|
Female
|
50-59
|
ROC
|
V
|
|
|
|
|
Name
|
Title
|
Professional knowledge and skills
|
|
Technology industry
|
Technical research
|
Industrial Innovation
|
Financial Accounting
|
Financial investment
|
Corporate Sustainability
|
Risk Management
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
V
|
|
V |
|
|
V
|
V
|
|
Frank Ko
|
Director
|
V
|
V |
V |
|
|
|
V
|
|
Chuang- Chuang Tsai
|
Director
|
V
|
V |
|
|
|
|
|
|
Han-Chou (Joe) Huang
|
Director
|
V
|
|
V |
|
|
|
V |
|
Chin-Bing (Philip) Peng
|
Independent Director
|
V
|
|
|
V |
V |
|
|
|
Jang-Lin (John) Chen
|
Independent Director
|
V
|
V |
V |
|
|
|
|
|
Chiu-Ling Lu
|
Independent Director
|
|
|
|
V |
V |
V
|
|
|
Cathy Han
|
Independent Director
|
V
|
|
|
V |
V |
V
|
V
|
|
|
Name
|
Title
|
Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director
|
Employee Position
|
|
Shuang-Lang (Paul) Peng
|
Chairman
|
0
|
V
|
|
Frank Ko
|
Director
|
0
|
V |
|
Chuang- Chuang Tsai
|
Director
|
0
|
|
|
Han-Chou (Joe) Huang
|
Director
|
0
|
|
|
Chin-Bing (Philip) Peng
|
Independent Director
|
1
|
|
|
Jang-Lin (John) Chen
|
Independent Director
|
0
|
|
|
Chiu-Ling Lu
|
Independent Director
|
2
|
|
|
Cathy Han
|
Independent Director
|
2
|
|
|
|
The Major Board Resolutions
|
|
Communications between the independent directors, the head of Internal Auditor and the CPAs
|
Communications between the independent directors, the head of Internal Auditor and the CPAs
- Independent directors and accountants meet at least once a quarter for a regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.
- The head of internal auditing and independent directors meet at least once a quarter for a regular meeting to report on the company's internal audit execution status, internal control operations and the execution of the Audit Committee Letter. Meetings can be convened at any time if there are major events. The appointment and removal of the company's chief auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The performance of the chief auditor shall be evaluated by each member of the Audit Committee and determined by the Chairman according the Audit Committee’s opinion.
- Independent directors may communicate separately and respectively with accountants and the head of internal auditor at least once a year. Communication channels are open and function well.
The summary of the communications between the independent directors and the CPAs
The major matters of these communications in 2024
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2024/1/30
|
Audit Committee
|
The findings of the audits on the Company’s financial statements for 2023.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/4/29
|
Audit Committee
|
The findings of the review on the Company’s consolidated financial statements for the period ended March 31, 2024.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/7/30
|
Audit Committee
|
The findings of the review on the Company’s consolidated financial statements for the period ended June 30, 2024.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/10/30
|
Audit Committee
(closed door session)
|
Final audit communication report.
|
Noted and no other suggestions.
|
|
2024/10/30
|
Audit Committee
|
The findings of the review on the Company’s financial results for the period ended September 30, 2024.
|
After review by the Audit committee, all independent directors have no objections.
|
|
The summary of the communications between the independent directors and the internal auditors
The major matters of these communications in 2024
|
Date
|
Meeting
|
Key points of communication
|
Communication and opinions of independent directors
|
|
2024/1/30
|
Audit Committee
|
1. The findings of the internal audit reports for the fourth quarter of 2023.
2. 2023 Statement of Internal Control System.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/4/29
|
Audit Committee
(closed door session)
|
The findings of the Self-Inspection Execution Report for the second half of 2023.
|
Noted and no other suggestions.
|
|
2024/4/29
|
Audit Committee
|
The findings of the internal audit reports for the first quarter of 2024.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/7/30
|
Audit Committee
|
The findings of the Self-Inspection Execution Report for the first half of 2024.
|
After review by the Audit committee, all independent directors have no objections.
|
|
2024/10/30
|
Audit Committee
(closed door session)
|
The findings of the Self-Inspection Execution Report for the first half of 2024.
|
Noted and no other suggestions.
|
|
2024/10/30
|
Audit Committee
|
1. The findings of the internal audit reports for the third quarter of 2024.
2. Annual audit plan of 2025.
|
After review by the Audit committee, all independent directors have no objections.
|
|
|
The operation of the Audit Committee
|
The sixth tenure：From June 17, 2022 to June 16, 2025. The tenure is the same as the tenure of the BOD.
The major matters of these communications in 2024
|
Date
|
Content of motion
|
Resolutions and member opinions
|
The attendance of the members
|
|
2024/1/30
|
- Recognized the "Statement of Internal Control System".
- Approved the pre-approved non-assurance service policy.
- Approved the 2023 Parent Company Only and Consolidated Financial Statements.
- Approved change of certified public accountant, the 2024 services and fees of CPA.
- Approval for the sale of equipment by the Singapore subsidiary AFPD Pte., Ltd.
- Approval for the disposal of common shares of Qisda Corporation.
|
Approved and submitted to the Board of Directors for resolution.
|
All members attend the meeting
|
|
2024/3/11
|
- Approved the 2023 Business Report and 2024 Business Plan.
- Approved the distribution of 2023 earnings.
-
| |