The Board of Directors meets at least once a quarter to report on the operating performance of the Company's management and to decide on major operating policies and investment plans. It is the highest governance unit of the Company and the centre of major business decision-making, with responsibilities that include
a. Supervising business performance ;
b. Preventing conflicts of interest ;
c. Ensuring that the Company complies with all laws and regulations ;
d. Ensuring that the company complies with the resolutions of the shareholders' meeting ;
f. Ensuring that the company complies with the resolutions of the shareholders' meeting and maximising shareholders' rights.
In accordance with the Company's "Code of Corporate Governance Practices," the composition of the Board of Directors should consider diversity and formulate an appropriate diversity policy for its own operations, business model, and development needs, which should include, but not be limited to, the following two major criteria:
- Basic qualifications and values: gender, age, nationality and culture.
- Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience.
The Company's Board of Directors consists of seven outside directors (including three independent directors). The seven directors are not related to each other within the meaning of spouse or consanguineous within the meaning of consanguineous within the meaning of consanguineous within the meaning of spouse or consanguineous within the meaning of consanguineous within the meaning of second degree of consanguinity. The percentage of independent directors is 43%, and independent directors Wan-Ting Yuan and Chin-Do Lai have served for less than 9 years. Independent director Hsiang-Hsun Wu has been re-elected for more than three terms. He has rich professional knowledge in business model innovation, new investment evaluation, strategic management, and industry analysis, and can provide important operations management advice for the company. 1 director is between 61 and 70 years old, 3 directors are between 51 and 60 years old, 3 directors are under 50 years old, and the average age of all directors is approximately 53 years old. In addition, in order to emphasize gender equality in the composition of the Board of Directors, the target ratio of female directors is set at 14% or more, and currently there are two female directors out of seven, a ratio of 29%.
In order to realize the goal of diversifying the professional fields of the Board of Directors, the members of the Board of Directors of the Company come from different professional fields such as science and technology, finance, education, academia and management, etc. The three directors, Sarah Lin, Ken Wang and Miranda Wang , have professional abilities in operation and management, leadership decision-making, and knowledge of the optoelectronic industry; the director,Ker-Jev Huang, has professional abilities in knowledge of the optoelectronic industry; and the independent director, Independent Director Hsiang-Hsun Wu comes from academia and has practical experience in investment and management; Independent Director Wan-Ting Yuan possesses practical experience in business management and leadership decision-making; Independent Director Chin-Do Lai possesses practical experience in business management and leadership decision-making, which is helpful to the Company's operational planning.
| Title | Name | Gender | Age | Major Educational Background and Job Experience | ||
|---|---|---|---|---|---|---|
| Chairman | Coretronic Corporation Legal Representative: Sarah Lin | Female | 61-70 | Bachelor of International Business, National Chengchi University President,Coretronic Corporation | ||
| Director | Coretronic Corporation Legal Representative: Ken Wang | male | 51-60 | Master of Electronic and Computer Engineering, National Taiwan University of Science and Technology Executive Vice President, Coretronic Corporation | ||
| Director | Coretronic Corporation Legal Representative: Miranda Wang | Female | 41-50 | Bachelor of Business Administration, National Cheng Kung University Vice President, Coretronic Corporation | ||
| Director | Ker-Jev Huang | Male | 51-60 | PhD of Power Mechanical Engineering, National Tsing Hua University Team Leader of Materials and Electro-Optics, National Chung Shan Institute of Science and Technology | ||
| Independent Director | Hsiang-Hsun Wu | Male | 41-50 | PhD of International Business, National Taiwan University Assistant Professor, College of Management, Yuan Ze University | ||
| Independent Director | Wan-Ting Yuan | Male | 41-50 | Master of Guanghua School of Management EMBA, Peking University Chairman, Aces Electronics Co., Ltd. | ||
| Independent Director | Chin-Do Lai | Male | 51-60 | Master of Institute of Computer and Communications Engineering, National Taipei University of Technology CEO, GranDen Corp. | ||
| Remarks: Based on the requirement specified in Article 17 of the Company’s Articles of Incorporation, election of Directors shall be conducted in accordance with the candidate nomination system, Directors shall be elected in the Shareholders Meeting from the Director candidate list. The tenure of newly elected Directors shall commence from June 19, 2024 and expire on June 18, 2027. | ||||||
The Company has established the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation" and the "Board of Directors' Performance Evaluation Method", and conducts performance evaluations at the end of each fiscal year. The evaluation targets and performance evaluations are the performance of the Board of Directors, the performance of the members of the Board of Directors (self or peer group), and the performance of the Functional Committees. In addition, the attendance rate at board meetings is an important item in the performance evaluation of individual directors. A director with a certain participation rate or above is entitled to receive full compensation, while a director with less than a certain participation rate receives half of his or her compensation.
The actual attendance rate of all directors was 100%, and the total number of hours spent on training was 51 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
The performance and annual compensation of the directors for fiscal year 2023 are expected to be reported to the Compensation Committee in the near future.
The actual attendance rate of all directors was 96%, and the total number of hours spent on training was 47 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
Report on the performance of the directors for the fiscal year 111 and their annual compensation at the 4th meeting of the 5th Salary and Compensation Committee (112/04/24).