Board of Directors and Commission
Board of Directors
The purpose of the company's board of directors is to guide the company's strategy, supervise the management, and be responsible to the company and shareholders.
For the various operations and arrangements of the corporate governance system, it should ensure that the board of directors exercises its powers in accordance with laws, regulations of the company's articles of association, or resolutions of the shareholders' meeting.
Tenth term : June 13, 2025 to June 12, 2027.
The membership experience is as follows：
Tenth term : June 13, 2025 to June 12, 2027.
The membership experience is as follows：
| Member | Education | Experience | Incumbent |
|---|---|---|---|
|
Chairman JH Shyu |
Master's degree in chemical engineering , National Cheng Kung University |
|
Chairman of Episil |
|
Director David Chen |
Academic degree in Solid State Physics from University of Texas, USA |
|
President of Hermes |
|
Director Amy Fan |
Master's degree in MBA,University of Leicester |
|
Vice President of Episil |
|
Director Chris Chen |
Rutgers, The State University of New Jersey Materials Science and Engineering (PHD) |
|
Vice President of Hermes |
|
Director Winnie Liang |
Master's degree in Administration, Fu Jen Catholic University |
|
Director of VIS |
|
Director JH Chiang |
Master's degree in Administration, NYCU |
|
Director of VIS |
|
Independent Director Eric Hu |
Master's degree in Accounting and Management Decision Group, National Taiwan University |
|
Partnership accountant of C.J.S. CPAS & CO. |
|
Independent Director Bing-Yue Tsui |
PhD, Institute of Electronics, National Chiao Tung University |
|
Professor, Institute of Electronics, National Yang Ming Chiao Tung University |
|
Independent Director DL Zeng |
Bachelor's degree in Business Administration, National Chengchi University |
|
Member of V5's Remuneration Committee |
The Audit Committee
The fourth term: June 13, 2025 to June 12, 2028
The purpose of the audit committee is to assist the board of directors in fulfilling its oversight of the company's quality and integrity in the implementation of accounting, auditing, financial reporting processes, and financial controls. Matters considered by the Audit Committee include: financial statements, auditing and accounting policies and procedures, internal control systems, major asset or derivative commodity transactions, major capital loans and endorsements or guarantees, raising or issuing securities, and financial, accounting or internal Appointment and dismissal of audit supervisors, etc.
The members are as follows:
The purpose of the audit committee is to assist the board of directors in fulfilling its oversight of the company's quality and integrity in the implementation of accounting, auditing, financial reporting processes, and financial controls. Matters considered by the Audit Committee include: financial statements, auditing and accounting policies and procedures, internal control systems, major asset or derivative commodity transactions, major capital loans and endorsements or guarantees, raising or issuing securities, and financial, accounting or internal Appointment and dismissal of audit supervisors, etc.
The members are as follows:
| Members | |
|---|---|
| DL Zeng | Independent director/Chairman |
| Eric Hu | Independent director |
| Bing-Yue Tsui | Independent director |
Remuneration Committee
Third term：August 8, 2022 to June 20, 2025
The Remuneration Committee mainly assists the board of directors in implementing and evaluating the company's overall remuneration and welfare policies, as well as the remuneration of directors and managers. The members are as follows：
The Remuneration Committee mainly assists the board of directors in implementing and evaluating the company's overall remuneration and welfare policies, as well as the remuneration of directors and managers. The members are as follows：
| Members | |
|---|---|
| William Sheng | Independent director/Chairman |
| Eric Hu | Independent director |
| T.P. Chen | Independent director |
Diversity Policy and Implementation of Board Members
In accordance with Rule 20 of the Company's Corporate Governance Code, the composition of the Board of Directors shall
generally possess the knowledge, skills and qualities necessary for the performance of their duties.
In order to achieve the desired objectives of corporate governance, the Board as a whole should possess the following capabilities:
In order to implement the diversity policy of the board members and take into account the company's operating style and development needs, the proposed target policy includes
Among the 9 directors of the Company, there are 1 director with employee status and 3 independent directors; Independent directors accounted for 33%. The board members include relevant professional backgrounds in science and engineering and finance , and relevant experience covers the semiconductor field (including directors JH Shyu , David Chen , Chris Chern ,JH Chiang and Bing-Yue Tsui, a total of 5) , and financial experience (including directors Amy Fan, Winnie Liang, Eric Hu and DL Zeng, a total of 4).
The specific management objectives and achievements of the Company's diversity policy are as follows :
(1) Operation judgment
(2) Accounting and financial analysis
(3) Operation management
(4) Crisis management
(5) Industrial knowledge
(6) International market view
(7) Leader ship
(8) Decision making skills.
(2) Accounting and financial analysis
(3) Operation management
(4) Crisis management
(5) Industrial knowledge
(6) International market view
(7) Leader ship
(8) Decision making skills.
In order to implement the diversity policy of the board members and take into account the company's operating style and development needs, the proposed target policy includes
(1) one-third of the number of independent directors,
(2) half of the independent directors serving for a term of not more than 9 years, and
(3) sufficient diversity of professional knowledge and skills (at least five directors in each competency, and at least four of the eight competencies of individual board members).
(2) half of the independent directors serving for a term of not more than 9 years, and
(3) sufficient diversity of professional knowledge and skills (at least five directors in each competency, and at least four of the eight competencies of individual board members).
Among the 9 directors of the Company, there are 1 director with employee status and 3 independent directors; Independent directors accounted for 33%. The board members include relevant professional backgrounds in science and engineering and finance , and relevant experience covers the semiconductor field (including directors JH Shyu , David Chen , Chris Chern ,JH Chiang and Bing-Yue Tsui, a total of 5) , and financial experience (including directors Amy Fan, Winnie Liang, Eric Hu and DL Zeng, a total of 4).
The specific management objectives and achievements of the Company's diversity policy are as follows :
| Manage goals | Achievement situation |
|---|---|
| The number of independent directors is one-third of the seats of directors | Reached |
| Half of the independent directors serve a term of not more than 9 years | Reached |
| Diverse professional knowledge and skills | Reached |
For more information about the diversity of board members, please see here
Implementation of performance evaluation of the board of directors
The company's board of directors adopted the "Board of Directors Performance Evaluation Methods" on November 9, 2020,
stipulating that the board of directors should conduct an internal board of directors performance evaluation every year. The scope of evaluation includes performance evaluation of the entire board of directors, individual board members and functional committees.
Please see here for the performance evaluation status of the board of directors that has been implemented in 2025 (click to display the table content and file). The evaluation results will be submitted to the 16th meeting of the 9th Board of Directors on February 24, 2025,
as a basis for review and improvement. The overall board performance evaluation results will be used as a reference when selecting or nominating directors (including independent directors), and the performance evaluation results of individual director members will be considered as a reference for determining their individual salary and remuneration and nomination for renewal in the future.
stipulating that the board of directors should conduct an internal board of directors performance evaluation every year. The scope of evaluation includes performance evaluation of the entire board of directors, individual board members and functional committees.
Please see here for the performance evaluation status of the board of directors that has been implemented in 2025 (click to display the table content and file). The evaluation results will be submitted to the 16th meeting of the 9th Board of Directors on February 24, 2025,
as a basis for review and improvement. The overall board performance evaluation results will be used as a reference when selecting or nominating directors (including independent directors), and the performance evaluation results of individual director members will be considered as a reference for determining their individual salary and remuneration and nomination for renewal in the future.
Communication between independent directors, audit supervisors and accountants
In addition to monthly audit reports and audit deficiencies improvement tracking reports sent to independent directors by the internal audit department
of the company, the internal audit supervisor regularly explains the audit business, audit results and tracking status to independent directors at least once a quarter. Audit supervisors and independent
directors can also contact each other directly at any time as needed, and the communication channels are smooth. Independent directors and audit supervisors have fully communicated.
The certified accountants of the company report to the independent directors quarterly on the results of the review or inspection of the company's financial statements, internal control inspections, the impact of the revision and release of the IFRSs Bulletin on the company, and other relevant legal requirements, and report whether there are financial report adjustment entries Or whether the amendment of the law affects the way of accounting. Accountants and independent directors can also contact each other directly as needed at any time, and the communication channel is smooth. Independent directors and accountants have achieved full communication.
The certified accountants of the company report to the independent directors quarterly on the results of the review or inspection of the company's financial statements, internal control inspections, the impact of the revision and release of the IFRSs Bulletin on the company, and other relevant legal requirements, and report whether there are financial report adjustment entries Or whether the amendment of the law affects the way of accounting. Accountants and independent directors can also contact each other directly as needed at any time, and the communication channel is smooth. Independent directors and accountants have achieved full communication.