▪ 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 12th Board of Directors: June 25, 2024, to June 24, 2027. In 2024, the Board of Directors held 6 meetings, and the attendance of Directors was as follows:
| Position | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Note |
| Chairman | Nicky Lu | 6 | 0 | 100 | Re-elected |
| Director | Elvis Deng | 6 | 0 | 100 | Re-elected |
| Director | Chiu Chiang Investment Co., Ltd. Representative： Shyh-Yi Chen | 6 | 0 | 100 | Re-elected |
| Director | Kai Chun Investment Corp., Mei-Ling Hsu | 6 | 0 | 100 | Re-elected |
| Director | Kai Chun Investment Corp., Representative：Bor-Doou Rong | 6 | 0 | 100 | Re-elected |
| Independent Director | Ai-Zhen Wang | 6 | 0 | 100 | Re-elected |
| Independent Director | Jen-Hung Tseng | 6 | 0 | 100 | Re-elected |
| Independent Director | Yun-Chieh Huang | 6 | 0 | 100 | Re-elected |
| Independent Director | Wilson Wang | 6 | 0 | 100 | Re-elected |
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 12th 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. | A | Male | ✓ | N/A | N/A | ✓ | ✓ | ||
| Director | Elvis Deng | R.O.C. | B | 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 | ✓ | 4 | ✓ | ✓ | ✓ | ||
| Independent Director | Jen-Hung Tseng | R.O.C. | A | Male | ✓ | 3 | ✓ | ✓ | |||
| Independent Director | Yun-Chieh Huang | R.O.C. | C | Female | ✓ | 3 | ✓ | ✓ | |||
| Independent Director | Wilson Wang | R.O.C. | B | Male | ✓ | 2 | ✓ | ✓ | |||
| Proportion | － | － | Male:67% Female:33% | Employee:33% Non-employee:67% | 100% | － | 44% | 11% | 56% | 89% | |
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, the performance evaluation execution in the past three years is as follows:
Performance Evaluation Execution in 2024
Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Execution period | Report Submission to the Board |
Internal Self-assessment | 2024 | Board of Directors | self-assessment questionnaire | The Board of Directors conducted evaluations based on the following 5 dimensions, totaling 25 indicators:
| Executing | November 2024 to February 2025
| 2025 Q1 |
Directors Members | self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
| Executing | ||||
Audit Committee | self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
| Executing | ||||
Remuneration Committee | self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
| Executing | ||||
Nomination Committee | self-assessment questionnaire | Nomination committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
| Executing |
Performance Evaluation Execution in 2023
Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Execution period | Report Submission to the Board |
Internal Self-assessment | 2023 | Board of Directors | self-assessment questionnaire | The Board of Directors conducted evaluations based on the following 5 dimensions, totaling 25 indicators:
| Excellent | December 2023 to January 2024
| 2024/3/13 |
Directors Members | self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
| Excellent | ||||
Audit Committee | self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
| Excellent | ||||
Remuneration Committee | self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
| Excellent |
Performance Evaluation Execution in 2022
Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Execution period | Report Submission to the Board |
Internal Self-assessment | 2022 | Board of Directors | self-assessment questionnaire | The Board of Directors conducted evaluations based on the following 5 dimensions, totaling 25 indicators:
| Excellent | November 2022 to February 2023
| 2023/3/13 |
Directors Members | self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
| Excellent | ||||
Audit Committee | self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
| Excellent | ||||
Remuneration Committee | self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 17 indicators:
| Excellent | ||||
| 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 |
| Excellent | 2023/3/13 |
Statement of the independence of the external evaluation
In 2022, the Company entrusted the Taiwan Investor Relations Institute to perform external assessment of the Board of Directors. The organization and the evaluation executive committee members had no business dealings with the Company to ensure professionalism and independence, and they issued a statement of independence, and the evaluation results and improvement suggestions were reported to the Board of Directors in the first quarter of 2023
Recommendations from external assessment units that have been implemented for improvement
| Recommendations | Improvements have been made |
| Sustainability (ESG) Report in accordance with the GRI standards issued by the Global Sustainability Reporting Institute (GRI). | Sustainability (ESG) Report issued since 2023 has been prepared in accordance with the GRI Standards |
| The Principles of Corporate Governance include a provision prohibiting directors from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports. | The Board of Directors approved the revision of the ” Principles of Corporate Governance ” and the ” Procedures of Handling Material Inside Information and Prevention of Insider Trading “, clearly stipulating that insiders are prohibited from trading company shares during the closed period, which is 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports. |
| Develop continuing education program for directors in advance and in a unified manner | Since 2023, the education program for directors has been drawn up every year |
| Encourage the convener of the audit committee and a majority of the directors to attend the Shareholders’ Meeting in person. | Since 2023, the convener of the Audit Committee and more than half of the directors have been actively invited to attend the Shareholders’ Meeting in person |
| Assess the independence and competency of the certified public accountant with reference to the Audit Quality Indicators (AQIs). | Since 2023, the Audit Quality Indicators (AQIs) have been used to assess the independence and competency of visa accountants |
| Regularly report to the Board of Directors on the implementation of the Corporate Policies Management | Since 2024, we have been reporting to the Board of Directors on a regular basis (no less than once a year) on the implementation of the Corporate Policies Management |
| Develop an intellectual property management plan that links to operational objectives | The relevant information is disclosed on the “Intellectual Property ” page of the company’s website |
▪ 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 3nd Audit Committee: June 25, 2024, to June 24, 2027. In 2024, 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 | Re-elected |
| Member | Jen-Hung Tseng | 4 | 0 | 100 | Re-elected |
| Member | Yun-Chieh Huang | 4 | 0 | 100 | Re-elected |
| Member | Wilson Wang | 4 | 0 | 100 | Re-elected |
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, separate communication meetings are also held between independent directors, Internal Audit Supervisor, and CPAs, with no general directors or management present. The status of the communication meetings in 2024 is as follows:
| Date | Communication Matters | Suggestions and Results |
| 2024/3/12 |
| None |
| 2024/5/6 |
| None |
| 2024/8/8 |
| None |
| 2024/11/4 |
| None |
▪ 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 6th Remuneration Committee: June 25, 2024, to June 24, 2027.In 2024, the Remuneration Committee held 2 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 | 2 | 0 | 100 | Re-elected |
| Member | Jen-Hung Tseng | 2 | 0 | 100 | Re-elected |
| Member | Hsiang-Lan Kuo | 2 | 0 | 100 | Re-elected |
Meeting Date | Session | Proposal Content | Resolution |
2024/3/7 | 9th Meeting of 5th Term | Managerial Remuneration Proposal | Approved unanimously by the Compensation Committee and submitted to the Board of Directors for approval |
2024/7/3 | 1st Meeting of 6th Term | 1.Managerial Remuneration Proposal 2.2024 Cash Capital Increase Proposal |
▪ Nomination Committee
The Nomination Committee of our company is composed of at least three directors, with a majority of independent directors. The members and their profiles are as follows:
Convener – 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 |
Member – 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 – 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. |
The Nomination Committee of our company holds at least two meetings each year and has the following responsibilities:
- To establish standards for the professional knowledge, skills, experience, gender diversity, and independence required for members of the Board of Directors, and to use these standards to search for, review, and nominate director candidates.
- To establish and develop the organizational structure of the Board of Directors and various committees, conduct performance evaluations of the Board of Directors, committees, and directors, and assess the independence of independent directors.
- Develop and implement continuing education program for directors.
- Other matters authorized by the Board of Directors.
Operation of the Nomination Committee
Term of the 2th Nomination Committee: June 25, 2024, to June 24, 2027. In 2024, the Nomination Committee held 2 meetings, and the attendance of the members is as follows:
| Position. | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
| Convener | Wilson Wang | 2 | 0 | 100 | Re-elected |
| Member | Ai-Zhen Wang | 2 | 0 | 100 | Re-elected |
| Member | Elvis Deng | 2 | 0 | 100 | Re-elected |
▪ Other Corporate Governance Operational Situations
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 in 2024 are as follows:
- Dealt with the affairs related to the meetings of the Nominating Committee, the Audit Committee, the Board of Directors, and the Shareholders’ Meeting, and implemented related issues, in accordance with laws.
- Provided the members of the Board of Directors with the financial and business information, changes to laws and regulations, and other related information required for operating, from time to time.
- Was responsible for the disclosure of information on MOPS.
- Handled change registration for the Company.
- Made cooperation in the Corporate Governance Evaluation to strengthen corporate governance.
- Conduct director performance evaluations and director education
- Regularly reviewing the independence of independent directors.
- Other business related to corporate governance.
Professional training of Corporate Governance Supervisor
| Training Date | Organizer | Course Title | Course Hours |
| 2024/8/13 | The Allied Association for Science Park Industries | Walking the Talk on ESG – Perspective of Corporate Governance | 3 |
| 2024/9/18 | Taiwan Investor Relations Institute | Global Economic Outlook and Industry Trends | 3 |
| 2024/10/16 | Taiwan Corporate Governance Association | The 20th (2024) Corporate Governance Summit Forum Thriving for Talent Edge via Focusing on Governance | 3 |
| 2024/11/11 | Taiwan Investor Relations Institute | Embracing AI and ESG Transformation: Executive Compensation Management and Talent Development | 3 |
Prevention of Insider Trading
The Company has formulated the ” Principles of Corporate Governance ” and the ” Procedures of Handling Material Inside Information and Prevention of Insider Trading “, clearly stipulating that insiders are prohibited from trading company shares during the closed period, which is 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
Implementation of insider trading prevention
1.Insider Compliance Promotion Content
| Frequency | Promotion content | 2024 Promotion Status |
Regular | Promote insider trading prevention and relevant securities regulations related to stock changes during the filing of stock ownership changes | 12 times |
Regular | Promote insider trading prevention and related regulations when notifying insiders about the stock trading closed period for financial reports | 4 sessions |
Regular | Provide the “Compliance Brochure for Directors” and the “ Guide to Regulations Governing Independent Directors” to newly elected and inaugurated directors after their election | 1 time |
Irregular | Promote regulations related to insiders | 4 times |
Irregular | After the release of material information, remind insiders to comply with the provisions of Article 157-1 of the Securities and Exchange Act | 15 times |
2.Insider Stock Trading Closed Period Information
| Board Meeting Date | Financial Report Announcement Date | Closed Period | Financial Report Period |
2024/3/13 | 2024/3/13 | 2024/2/12-2024/3/14 | 2023 Annual |
2024/5/8 | 2024/5/8 | 2024/4/23-2024/5/9 | 2024 Q1 |
2024/8/12 | 2024/8/12 | 2024/7/28-2024/8/13 | 2024 Q2 |
2024/11/5 | 2024/11/5 | 2024/10/21-2024/11/6 | 2024 Q3 |
3.Training and Education
The Company requires directors and managers to sign various declarations upon their appointment and provides them with “Compliance Brochure for directors”, or documents outlining important regulations for managers, to ensure compliance. New managers must attend a training course on insider regulations to ensure they are aware of insider-related laws. Responsible Unit should periodically undergo education and training related to insider trading prevention and insider stock ownership to facilitate the execution of duties.
| Training Year | Course Content | Target Audience | Number of Participants | Course Hours |
2024 | Regulations to be followed by newly appointed insiders, major information, and insider trading prevention | Newly manager | 2 | 1.5 |
Insider stock ownership briefing (including regulations on preventing insider trading) | Directors and Responsible Unit | 2 | 6 |