Board of Directors
According to the Articles of Incorporation, Etron shall have seven to nine Directors with a term of three years. The election of Directors adopts a candidate nomination system, where Directors are elected by the Shareholders’ Meeting from the list of Director candidates. Directors may be eligible for re-election. The Board of Directors of Etron Technology currently consists of nine seats, of which Independent Directors occupy four seats. The Chairman of the Board is elected by the Board of Directors. The powers of the Board include: deliberation of business plans and financial settlements, and other matters prescribed by the Company Act, the Articles of Incorporation, and other regulations.Board Members
M.S. and Ph.D. in Electrical Engineering, Stanford University, USA B.S. in Electrical Engineering, National Taiwan University
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
M.B.A., National Taiwan University B.S. in Engineering, National Chiao Tung University
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.
M.B.A., California State University, USA B.S., National Taiwan University
Director Representative (Chairman), Hong Tai Electric Industrial Co., Ltd. Chairman, Xinfu Investment Corporation
Bachelor, National Taiwan University
CFO, Mycenax Biotech Inc. CFO, G-tech Optoelectronics Corporation CFO/Supervisor, Lin Li Wedding Studio Co., Ltd.
M.S. in Electrical Engineering, Arizona State University, USA B.S., National Cheng Kung University
Distinguished Fellow, Etron Technology
B.B.A., National Taiwan University
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.
M.B.A., National Chiao Tung University B.S. in Electrical Engineering, National Taiwan University
CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc
B.B.A. in Finance and Taxation, Chung Hsing University
Supervisor, Lumimore Tech. Co., Ltd. Supervisor, Raffar Technology Corp. Supervisor, Exploit Technology Co., Ltd. Investment Manager, Hong Tai Electric Industrial Co., Ltd. Director, Moneywin International Limited
B.B.A. in Accounting, National Chengchi University
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
Data cutoff date: March 31, 2026
| Title | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|---|
| Chairman | Nicky Lu | 1 | 0 | 100 | |
| Director | Elvis Deng | 1 | 0 | 100 | |
| Director | Chiu Chiang Investment Co., Ltd. Representative: Shi-Yi Chen | 1 | 0 | 100 | |
| Director | Kai Chun Investment Corp. Representative: Mei-Ling Hsu | 1 | 0 | 100 | |
| Director | Kai Chun Investment Corp. Representative: Bor-Doou Rong | 1 | 0 | 100 | |
| Independent Director | Ai-Zhen Wang | 1 | 0 | 100 | |
| Independent Director | Jen-Hung Tseng | 1 | 0 | 100 | |
| Independent Director | Yun-Chieh Huang | 1 | 0 | 100 | |
| Independent Director | Wilson Wang | 1 | 0 | 100 |
–
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 of Directors as a whole shall possess a range of core competencies, such as 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 relevant diversity policy of the 12th Board of Directors of the Company has been achieved as follows:| Basic Composition | Professional Field | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name / Title | Nationality | Age (Note) | Gender | Serving concurrently as an employee | Acting as an Audit Committee Member | Terms as Independent Director | Finance and Accounting | Banking and Securities | Technology R&D | Marketing and Operations |
| Nicky Lu Chairman | R.O.C. | A | Male | ✓ | N/A | – | ✓ | ✓ | ||
| Elvis Deng Director | R.O.C. | B | Male | ✓ | N/A | – | ✓ | ✓ | ||
| Shi-Yi Chen Rep. of Chiu Chiang Investment Co., Ltd. | R.O.C. | A | Male | N/A | – | ✓ | ✓ | |||
| Mei-Ling Hsu Rep. of Kai Chun Investment Corp. | R.O.C. | A | Female | N/A | – | ✓ | ✓ | |||
| Bor-Doou Rong Rep. of Kai Chun Investment Corp. | R.O.C. | B | Male | ✓ | N/A | – | ✓ | ✓ | ||
| Ai-Zhen Wang Independent Director | R.O.C. | B | Female | ✓ | 4 | ✓ | ✓ | ✓ | ||
| Jen-Hung Tseng Independent Director | R.O.C. | A | Male | ✓ | 3 | ✓ | ✓ | |||
| Yun-Chieh Huang Independent Director | R.O.C. | C | Female | ✓ | 3 | ✓ | ✓ | |||
| Wilson Wang Independent Director | R.O.C. | B | Male | ✓ | 2 | ✓ | ✓ | |||
| Proportion | Male: 67% Female: 33% | Employee: 33% Non-employee: 67% | 100% | – | 44% | 11% | 56% | 100% | ||
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 2025
| Evaluation Type | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results | Execution period | Report Submission to the Board |
|---|---|---|---|---|---|---|---|
| Internal Self-assessment | 2025 | Board of Directors | Self-assessment questionnaire | The Board of Directors conducted evaluations based on the following 5 dimensions, totaling 25 indicators:
|
Excellent | 2026/11~2026/2 | 2026/3/11 |
| Internal Self-assessment | 2025 | Board Members | Self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
|
Excellent | 2025/11~2026/2 | 2026/3/11 |
| Internal Self-assessment | 2025 | Audit Committee | Self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
|
Excellent | 2025/11~2026/2 | 2026/3/11 |
| Internal Self-assessment | 2025 | Remuneration Committee | Self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
|
Excellent | 2025/11~2026/2 | 2026/3/11 |
| Internal Self-assessment | 2025 | Nomination Committee | Self-assessment questionnaire | Nomination committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
|
Excellent | 2025/11~2026/2 | 2026/3/11 |
| External Assessment | 2025 | 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 |
|
The external evaluation was conducted by the Taiwan Investor Relations Institute, and the assessment procedures have been completed. A certificate of the Board of Directors performance evaluation has been issued. | 2025/11~2026/2 | 2026/3/11 |
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:
|
Excellent | 2024/11~2025/2 | 2025/3/7 |
| Internal Self-assessment | 2024 | Board Members | Self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
|
Excellent | 2024/11~2025/2 | 2025/3/7 |
| Internal Self-assessment | 2024 | Audit Committee | Self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
|
Excellent | 2024/11~2025/2 | 2025/3/7 |
| Internal Self-assessment | 2024 | Remuneration Committee | Self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
|
Excellent | 2024/11~2025/2 | 2025/3/7 |
| Internal Self-assessment | 2024 | Nomination Committee | Self-assessment questionnaire | Nomination committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
|
Excellent | 2024/11~2025/2 | 2025/3/7 |
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 | 2023/12~2024/1 | 2024/3/13 |
| Internal Self-assessment | 2023 | Board Members | Self-assessment questionnaire | Individual directors were assessed based on the following 6 dimensions, totaling 20 indicators:
|
Excellent | 2023/12~2024/1 | 2024/3/13 |
| Internal Self-assessment | 2023 | Audit Committee | Self-assessment questionnaire | Audit committees were evaluated based on the following 5 dimensions, totaling 20 indicators:
|
Excellent | 2023/12~2024/1 | 2024/3/13 |
| Internal Self-assessment | 2023 | Remuneration Committee | Self-assessment questionnaire | Remuneration committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
|
Excellent | 2023/12~2024/1 | 2024/3/13 |
Statement of Independence of External Assessment Body
Etron entrusted the Taiwan Investor Relations Institute to perform an external performance assessment of the Board of Directors in 2025. The institute and the assessment committee members have no business dealings with the Company and possess professionalism and independence. They have issued a statement of independence. The assessment results and improvement suggestions were reported to the Board of Directors in the first quarter of 2026.
Improvement Actions on Suggestions from External Assessment Body
| Suggestion Items | Implementation Status |
|---|---|
| Prepare Sustainability Reports in accordance with the GRI Standards issued by the Global Sustainability Standards Board (GSSB). | Since 2023, Sustainability Reports have been prepared in accordance with GRI Standards. |
| Amend the Corporate Governance Best Practice Principles to include a provision prohibiting directors from trading their shares during the closed period prior to the release of financial reports. | The Board of Directors approved amendments to the “Principles of Corporate Governance” and “Procedures for Handling Material Inside Information and Prevention of Insider Trading” in 2023, stipulating that insiders shall not trade their shares during the closed period of thirty days prior to the announcement of annual financial reports and fifteen days prior to the announcement of quarterly financial reports. |
| Plan annual training courses for Board members in advance and in a unified manner. | Since 2023, an annual training course plan for directors has been formulated each year. |
| Encourage the Convener of the Audit Committee and more than half of the directors to attend the Annual Shareholders’ Meeting in person. | Since 2023, the Company has actively invited the Convener of the Audit Committee and more than half of the directors to attend the Annual Shareholders’ Meeting in person. |
| Refer to Audit Quality Indicators (AQIs) to assess the independence and competence of the attesting CPAs. | Since 2023, the assessment indicators for the independence and competence of attesting CPAs have referred to Audit Quality Indicators (AQIs). |
| Regularly report the implementation of the integrity management policy to the Board of Directors. | Since 2024, the implementation of the integrity management policy is reported to the Board of Directors regularly (at least once a year). |
| Formulate an intellectual property management plan linked to operational goals. | Relevant information has been disclosed on the “Intellectual Property” page of the company website. |
| Limiting all Independent Directors to no more than three terms starting from the next board re-election | Expected to be implemented during the 2027 board re-election. |
Audit Committee
Audit Committee Members
The Audit Committee of Etron is composed of all independent directors. The members and their profiles are as follows:
B.B.A., National Taiwan University
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.
M.B.A., National Chiao Tung University B.S. in Electrical Engineering, National Taiwan University
CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc
B.B.A. in Finance and Taxation, Chung Hsing University
Supervisor, Lumimore Tech. Co., Ltd. Supervisor, Raffar Technology Corp. Supervisor, Exploit Technology Co., Ltd. Investment Manager, Hong Tai Electric Industrial Co., Ltd. Director, Moneywin International Limited
B.B.A. in Accounting, National Chengchi University
Independent Director, Feature Integration Technology Inc. Independent Director, Ennostar Inc. Independent Director, Taiwan Mask Corp. CPA, Zhicheng Accounting Firm CPA, Pricewaterhouse Coopers
Audit Committee Duties
Operations of the Audit Committee
Data cutoff date: March 31, 2026
| Title | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|---|
| Convener | Ai-Zhen Wang | 1 | 0 | 100 | |
| Member | Jen-Hung Tseng | 1 | 0 | 100 | |
| Member | Yun-Chieh Huang | 1 | 0 | 100 | |
| Member | Wilson Wang | 1 | 0 | 100 |
Annual Highlights
Communication between Independent Directors, Chief Audit Executives, and CPAs
In addition to convening the Audit Committee once a quarter, separate communication meetings without general directors and management present are held with the Chief Audit Executives and CPAs. The communication status for the year 2026 is as follows:Data cutoff date: March 31, 2026
| Date | Communication Matters | Suggestions and Results |
|---|---|---|
| 2026/3/9 |
|
None |
Remuneration Committee
Remuneration Committee Members
The Remuneration Committee of Etron is composed of independent directors and external experts. The members and their profiles are as follows:
B.B.A., National Taiwan University
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.
M.B.A., National Chiao Tung University B.S. in Electrical Engineering, National Taiwan University
CEO, Great Team Backend Foundry, Inc. President, K Laser Technology Inc
Bachelor in Accounting, National Cheng Kung University
Independent Director, G-Tech Optoelectronics Corporation CFO, Coretronic Corporation
Remuneration Committee Duties
Operations of the Remuneration Committee
Data cutoff date: December 31, 2025
| Title | Name | Actual Attendance | Attendance by Proxy | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|---|
| Convener | Ai-Zhen Wang | 2 | 0 | 100 | |
| Member | Jen-Hung Tseng | 2 | 0 | 100 | |
| Member | Hsiang-Lan Kuo | 2 | 0 | 100 |
Nomination Committee
Nomination Committee Members
The Nomination Committee of Etron is composed of at least three directors, with a majority being independent directors. The members and their profiles are as follows:
B.B.A. in Accounting, National Chengchi University
Independent Director, Feature Integration Technology Inc. Independent Director, Ennostar Inc. Independent Director, Taiwan Mask Corp. CPA, Zhicheng Accounting Firm CPA, Pricewaterhouse Coopers
B.B.A., National Taiwan University
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.
M.B.A., National Taiwan University B.S. in Engineering, National Chiao Tung University
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.
Nomination Committee Duties
Operations of the Nomination Committee
Data cutoff date: March 31, 2026
| Title | Name | Attendance in Person | Attendance by Proxy | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|---|
| Convener | Wilson Wang | 1 | 0 | 100 | |
| Member | Ai-Zhen Wang | 1 | 0 | 100 | |
| Member | Elvis Deng | 1 | 0 | 100 |
Internal Audit Organization and Operation
Etron has established an independent internal audit unit under the Board of Directors, staffed with full-time internal auditors responsible for assessing the soundness, reasonableness, and effectiveness of the internal control system and various management systems. The internal audit unit executes audits based on the annual audit plan approved by the Board of Directors, adopting a risk-based approach. The scope covers the Company’s internal operations and the management of subsidiaries, with quarterly reports submitted to the Board of Directors.
Internal auditors perform their duties with an independent and objective stance. The appointment and termination of the Chief Audit Executives (CAE) are subject to the approval of the Audit Committee and resolution by the Board of Directors; the appointment, termination, performance evaluation, and remuneration of internal auditors are approved by the Chairman.
To implement the Company’s self-monitoring mechanism, Etron conducts an annual self-assessment of the internal control system by all departments and subsidiaries. The internal audit unit reviews the self-assessment results of each unit to ensure continuous improvement in the design and execution of the internal control system in response to internal and external environmental changes.
Audit Process Flowchart
Audit Plan
Board for Approval
Audit Operations
Audit Report
Propose Recommendations,
Coordinate Improvements,
and Track Periodically
to Audit Committee
Quarterly
Reports to Board
Corporate Governance Officer
- Handling matters related to the Nomination Committee, Audit Committee, Board of Directors, and Shareholders’ Meeting in accordance with laws and regulations.
- Irregularly providing directors with necessary financial and business information for operations and updates on legal changes.
- Responsible for the disclosure of information on the Market Observation Post System (MOPS).
- Handling company amendment registration affairs.
- Strengthening corporate governance in coordination with the Corporate Governance Evaluation.
- Handling director performance evaluations and director continuing education.
- Periodically reviewing the independence of Independent Directors.
- Other matters related to corporate governance.
| Date | Organizer | Course Name | Hours |
|---|---|---|---|
| 2026/3/23 | The Greater China Financial and Economic Development Association | Post–Two Sessions Political and Economic Outlook in China | 3 |
–
Prevention of Insider Trading
| Frequency | Content | Status in 2025 |
|---|---|---|
| Regular | Promoting regulations on insider trading prevention and equity laws to insiders during equity change reporting | 12 times |
| Regular | Promoting regulations on insider trading prevention when notifying insiders of the stock trading closed period for financial reports | 4 periods |
| Irregular | Promotion of laws relevant to insiders | 4 times |
| Irregular | Reminding insiders to comply with Article 157-1 of the Securities and Exchange Act after the release of material information | 10 times |
| Board Date / Announcement Date | Closed Period | Financial Report Period |
|---|---|---|
| 2026/3/11 | 2026/2/9-2026/3/12 | 2025 Annual |
When directors and managers assume office, Etron requires them to sign various statements and provides them with the Director’s Legal Handbook or Manager’s Legal Guide for compliance. New managers must attend courses on laws for new insiders to ensure they are aware of relevant regulations. Responsible business units are required to undergo irregular training related to insider equity or insider trading prevention to facilitate business execution.
| Year | Course Content | Trainees | Attendees | Hours |
|---|---|---|---|---|
| 2025 | Regulations to be followed by newly appointed insiders, major information, and insider trading prevention | New Managers | 1 | 0.5 Hours |
| Insider Trading & Ownership Disclosure in Practice | Insiders Responsible Units | 7 | 21 Hours |
▪ 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. 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 2025, the Board of Directors held 3 meetings, and the attendance of Directors was as follows:
| Position | Name | Attendance in Person | Attendance by Proxy | Attendance Rate (%) | Note |
| Chairman | Nicky Lu | 3 | 0 | 100 | |
| Director | Elvis Deng | 3 | 0 | 100 | |
| Director | Chiu Chiang Investment Co., Ltd. Representative： Shyh-Yi Chen | 3 | 0 | 100 | |
| Director | Kai Chun Investment Corp., Mei-Ling Hsu | 3 | 0 | 100 | |
| Director | Kai Chun Investment Corp., Representative：Bor-Doou Rong | 3 | 0 | 100 | |
| Independent Director | Ai-Zhen Wang | 3 | 0 | 100 | |
| Independent Director | Jen-Hung Tseng | 3 | 0 | 100 | |
| Independent Director | Yun-Chieh Huang | 3 | 0 | 100 | |
| Independent Director | Wilson Wang | 2 | 1 | 67 |
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 of Directors as a whole shall possess a range of core competencies, such as 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 relevant diversity policy of the 12th Board of Directors of the Company has been achieved as follows:
| Item | Basic Composition | Professional Field | |||||||||
| 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. | A | 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% | 100% | |
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:
| Excellent | November 2024 to February 2025
| 2025/3/7 |
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 | ||||
Nomination Committee | self-assessment questionnaire | Nomination committees were evaluated based on the following 4 dimensions, totaling 16 indicators:
| Excellent |
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. 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 2025, the Audit Committee held 3 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 | 3 | 0 | 100 | |
| Member | Jen-Hung Tseng | 3 | 0 | 100 | |
| Member | Yun-Chieh Huang | 3 | 0 | 100 | |
| Member | Wilson Wang | 2 | 1 | 67 |
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 Head of Internal Audit and CPAs
In addition to the quarterly Audit Committee meetings, separate communication meetings are also held between independent directors, Head of Internal Audit, and CPAs, with no general directors or management present. The status of the communication meetings in 2025 is as follows:
| Date | Communication Matters | Suggestions and Results |
| 2025/3/7 |
| None |
| 2025/5/5 |
| None |
| 2025/8/6 |
| 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 2025, the Remuneration Committee held 1 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 | 1 | 0 | 100 | |
| Member | Jen-Hung Tseng | 1 | 0 | 100 | |
| Member | Hsiang-Lan Kuo | 1 | 0 | 100 |
▪ 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 2025, the Nomination Committee held 1 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 | 1 | 0 | 100 | |
| Member | Ai-Zhen Wang | 1 | 0 | 100 | |
| Member | Elvis Deng | 1 | 0 | 100 |
▪ Other Corporate Governance Operational Situations
Head of Corporate Governance
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 the Head of Corporate Governance
| 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 |
| 2024/12/17 | Taiwan Corporate Governance Association | Trump 2.0: Challenges to the Global Landscape | 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 |