Diversity Status of the composition of Directors
The company's directors are elected according to its "Rules of Governing the Election of Directors," where candidates are nominated based on the system stipulated in Article 192-1 of the Company Act. The company is required by law to announce before the book closure date of its annual general meeting the period of directors' (including independent directors) nomination (no less than 10 days) and the number of directors (including independent directors) to be elected. The list of director candidates (including independent directors) needs to be reviewed by the board to make sure that all candidates are qualified (including independent directors) before the election commences during the annual general meeting.
The company carefully considers the board configuration and diversification standards. The company considers the industry and professional background and the field of work and experience of individuals and selects candidates with the knowledge, skills, and disposition necessary to perform the duties to be its directors. And implement the specific management objectives of directors concurrently serving as company officers not exceed one-third of the total number of the board members.
The board of directors of the company must be composed of experts and scholars from industry, finance, business, investment, information, and communications. Over half of the board members must have industry experience, and there is at least one person in each professional field covering operational judgment, salary management, corporate governance, business management, information security, risk management, and sustainable development management; it is actively looking for one female director.
The board consists of 8 members; all of whom are elected by shareholders. Board members currently include two natural person, two institutional investor and four independent directors. The Corporate Governance Best Practice Principles require no fewer than 3 independent directors of the board, whereas the Company is committed to corporate governance and therefore has 4 independent directors, 50% of the board.
Tom Soong has extensively experienced in talent selection and corporate management, Raymond Soong is the founder of LITEON is also a pioneer in Taiwan's optoelectronic technology industry, Keh-Shew Lu has extensive management experience in semiconductors, Anson Chiu possesses an abundance of management experience in the electronics technology industry, Harvey Chang is Well versed in salary management, the financial profession, and business operations, Albert Hsueh expertise in financial accounting and corporate governance with professional qualifications as accountants and part-time professors of university schools of management, Mike Yang is well versed in refinement of cloud management and deployment and in coordination of global 5G and AI networks and MK Lu has earned the nickname "the Merger King".
The board is diverse, and individual members are equipped with various core competencies. They are assisted by independent directors from various professional backgrounds to ensure they fulfill their duties effectively. These members have been given the duty to exercise proper governance of the board of directors, to supervise/appoint/instruct the management, and to oversee the company's financial, social, and environmental performance in ways that maximize stakeholders' interests.
The company has 2 directors with employee status, 25%; independent directors 50%; 3 independent directors have a term of office of no more than 9 years; one director is 40-50 years old, and one director is 51-60 years old , 2 people aged 61~70, 4 people aged 71~80.
List of board members and core competence
Election information of board members
The nomination and voting method and election results of the 11th term of the board of directors are as below：(The content includes the education experience and current information of each director member)
The nomination and voting method and election results of the 11th term of the board of directors
The nomination and voting method and election results of the 11th term of one additional Independent director election
Educational training of board members
The Company arranges 6 hours of educational training for directors, and at least one educational promotion for directors and managers regarding the laws and regulations on preventing insider trading, in order to equip them with the professional knowledge needed for their positions. The details of the educational training by Directors in 2022 are as follows:
Succession Planning and Implementation of Members of the Board of Directors
(1) Selection of Directors
The Company has established a comprehensive system for the selection of directors with consideration to the configuration and diversity standards of the Board. The appointment procedures for the entirety of directors, in addition to being based in fairness, transparency, and equality, must also comply with the Company's Articles of Incorporation, Rules Governing the Election of the Directors, and Corporate Governance Best Practice Principles. The Company will select board members based on professional and industrial background, field of expertise, and practical experience to ensure that their knowledge, skill, and competence are adequate for executing the duties of a director.
(2) Succession Planning and Implementation
The succession planning of the Company's directors must comply with laws and regulations in addition to the Company’s development and its mid- to long-term strategic goals. Candidates will be recruited based on the standards of professional knowledge, expertise, experience, gender, and diverse backgrounds, as well as their independence, as required for the Board of Directors. In addition to possessing diverse professional knowledge, expertise (such as law, accounting, industry, finance, marketing, or technology), and industry experience, succession candidates must possess abilities such as operational judgment, ability for actuarial and financial analysis, executive management (including the operations and management of subsidiaries), crisis management, industry knowledge, global market perspective, leadership, and decision-making. Candidates must have the ability to comprehensively achieve the Board of Directors' decision-making and supervisory functions, thereby achieving the Company's operational goals and stable mid- to long-term growth strategy in addition to improving corporate governance as well as knowledge and ability in risk management. Create yearly study plans or enroll in courses based on the characteristics of the company's business activities and the education and experience of respective directors.
Performance evaluations will be conducted annually for directors of the Company; senior managerial officers will also be evaluated on performance targets that may be used as reference in the future selection of successors to the Board of Directors.
Each quarter, Directors attend a 2-day operational strategy management meeting in which key operational teams present reports. Directors provide suggestions and participate in strategic planning during the meeting to improve senior managerial staff’s ability to formulate company policy and respond to risk management. Training and development of internal senior managerial staff may be used to prepare for the succession of future Directors.
The company has initiated the succession plan for the chairman of the board many years ago, and cultivated the senior managers of the company to arrange to enter the board of directors and familiarize them with the operation of the board of directors, and fully participate in the daily operation and management of the entire company. It was unanimously approved by the directors of the board of directors on July 30, 2020 to elect Mr. Tom Soong as the new chairman. Mr. Raymond Soong, the former chairman, continue to serve as a natural person director of the company.
Board members' backgrounds, education, concurrent roles at other companies etc and functioning of the board of directors as well as various functional committees have already been disclosed in the company's annual report. In response to the world's rising awareness towards corporate governance and CSR issues, the company has taken the approach to encourage directors' ongoing education. Details regarding directors' ongoing education have been published onto the Market Observation Post System and the Investors Section of our website, where annual reports are also available.