Board of
Directors
The responsibilities of the Board of Directors are in compliance with the rights and obligations conferred by laws and regulations, including supervising, appointing, and guiding the management of the Company, being responsible for the overall operation of the Company, improving the supervision mechanism, and strengthening management capabilities. The average tenure of board members is 7 years.
Title | Name | Gender | Experience (Education) |
---|---|---|---|
Chairman | Liu, Po-Yuan | Male | Chairman and CEO, Gamania Digital Entertainment Co., Ltd. Administration Manager, FULL MACHINERY CO., LTD. Bachelor Degree in Mechanical Engineering, Hwa Hsia University of Technology |
Director | Wanin International Representative: Hsiao, Cheng-Hao | Male | Chairman and General Manager, WANIN INTERNATIONAL CO., LTD. College of Information, Ling Tung University |
Director | Lin, Hsien-Ming | Male | Chairman and CSO of WISTRON CORPORATION President of ACER INCORPORATED Bachelor of Electronic Computer and Control Engineering, National Chiao Tung University |
Independent Director | Lin, Ruei-Yi | Male | Chairman of STARTRII CO., LTD. President of SHUNG YE TRADING CO., LTD. Master Degree in Business Administration, The George Washington University |
Independent Director | Sheng, Bao-Si | Male | Chairman and President of BORA PHARMACEUTICALS CO., LTD. Bachelor Degree in Economics, University of California, Berkeley |
Independent Director | Chen, Kuan-Pai | Male | Chairman of Bai Chuan International Investment Co., Ltd. Independent Director of Mercuries Data Systems Ltd. Master of University of Southern California |
Independent Director | Hou, Chia-Qi | Female | Chairman of Hanshin Shopping Center Co., Ltd. Chairman of Milton International Corp. Master/PhD of Department of Biological Engineering, Stanford University |
In 2023, the Board of Directors held 6 meetings (A), and the attendance of directors was as follows:
Title | Name | Actual attendance number(B) | Number of entrusted attendances | Actual attendance rate(%)(B/A) |
---|---|---|---|---|
Chairman | Liu, Po-Yuan | 6 | 0 | 100 |
Director | Wanin International Representative: Hsiao, Cheng-Hao | 1 | 5 | 16 |
Director | Lin, Hsien-Ming | 6 | 0 | 100 |
Independent Director | Lin, Ruei-Yi | 5 | 1 | 83 |
Independent Director | Sheng, Bao-Si | 5 | 1 | 83 |
Independent Director | Chen, Kuan-Pai | 4 | 2 | 66 |
Independent Director | Hou, Chia-Qi | 4 | 0 | 100 |
Date | Contents of the proposal | Resolution | Objection |
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2023.03.09 |
| After full discussion by the members and the Chairman's consultation with all the members present, the proposals were adopted without objection. | NA |
2023.05.10 |
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2023.06.20 |
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2023.07.12 |
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2023.08.07 |
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2023.11.06 |
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1. Implemented in accordance with Article 15 of the Company’s Rules of Procedure for Meetings of the Board of Director: If a director or a legal person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective board meeting. When the relationship is likely to prejudice the interests of the company, the director shall not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director’s proxy to exercise voting rights on that matter.
2. Recusals from Board meetings due to the conflict of interests are as follows:
Date | Name | Contents of the proposal | Reason for the recusal | Remarks |
---|---|---|---|---|
2023.03.09 | Liu, Po-Yuan | The Compensation Committee recommends the remuneration plan for directors and managers for 2023 | Director and Manager | Recusal from discussion and voting |
2023.05.10 | Liu, Po-Yuan | The distribution plan for director's remuneration and manager's employee remuneration for the 2022 | Director and Manager | Recusal from discussion and voting |
Position/Name | Organizer | Course title/Date | Hours |
---|---|---|---|
Chairman Liu, Po-Yuan | Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 | 3 |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Director Lin, Hsien-Ming | Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 | 3 |
Taiwan Corporate Governance Association | The key to enhancing the effectiveness of the BOD September 22, 2023 | 3 | |
Taiwan Corporate Governance Association | Winning the future: Global key trends and practical cases of ESG September 22, 2023 | 3 | |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Independent Director Lin, Ruei-Yi | Taiwan Corporate Governance Association | Practical Seminar on Family Wealth Succession August 7, 2023 | 3 |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Independent Director Sheng, Bao-Si | The Chinese National Association of Industry and Commerce, Taiwan (CNAIC) | Corporate resilience and Taiwan's competitiveness March 27, 2023 | 3 |
Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 | 3 | |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Independent Director Chen, Kuan-Pai | Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 | 3 |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Independent Director Hou, Chia-Qi | Corporate Operating and Sustainable Development Association | Identifying company pitfalls or operational crises from financial statements August 7, 2023 | 3 |
Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 | 3 | |
Securities and Futures Institute | Trends in corporate governance and corporate sustainability November 23, 2023 | 3 | |
Securities and Futures Institute | Discussion on Post-Merger Integration Issues and Establishment of Management Mechanisms December 19, 2023 | 3 |
1. The performance evaluation measures of the Board of Directors have been approved by the Board meeting on November 12, 2019. The same approval procedure shall apply to any amendments.
2. Measures for the evaluation of the performance of the Board of Directors:
Article 4: The scope of the evaluation of the Company’s Board covers the evaluation of the Board as a whole, individual directors, and functional committees. The evaluation methods include the internal evaluation of the Board, self-evaluation by individual Board members, peer evaluation, evaluation by the appointed external professional institution or experts, or any other appropriate methods.