The Company has established 7 seats of Directors for its Board in accordance with the Articles of Incorporation of which 4 seats were reserved for Independent Directors with tenure of 3 years, for Board independence. The candidate nomination system was adopted for the election of the Directors and the candidates on the list will be elected by the Shareholders Meeting to the seats. Directors may assume a new term of office if reelected. The Company has taken liability insurance for the protection of the Directors within the scope of their assigned duties.
The new directors was elected in June 2023 by the Shareholders Meeting and the term of office started on 2023-06-09 and expires on 2026-06-08. Right now, there is no Director who are also employees of the company, while Independent Directors accounted for 57% of the total seats of Directors. Three of the Independent Directors have seniority of service of less than 3 years and 1 has been in office for 3 to 6 years. One Director is at the age of over 60 and 5 Directors are at the age of 50 to 59. One Directors are at the age of under 50. There are 2 female Directors accounted for 29% of the total seats fo Directors.
According to the “Regulations Governing the Evaluation of the Board”, the Board has completed the evaluation of the Board, Directors and the members of the functional committees of 2022 in February 2023. The self-assessment questionnaires completed by directors and committee members indicated that the self-evaluation result of the board of directors, board members, Auditing Committee, and Remuneration Committee are excellent. The result has been presented at the 1st board of directors meeting session in 2023 as a reference for remuneration and nomination of candidates for continued appointment. In the future, all members of the Board will continue their education and training in order to strengthen their decision-making capacities to enhance decision-making quality and plan for the sustainable development of the Company.
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TitleChairmanNameLee, Kuang-YaoGenderMaleExperiences/EducationAssistant Vice President of Hon Hai Precision Industry Co., Ltd.
Chairman of Foxconn Technology Co., Ltd.
MBA, Soochow University -
TitleDirectorNameHuang, Feng-AnGenderMaleExperiences/EducationVP of the company (Retired)
Bachelor of Accounting, Feng Chia University -
TitleDirectorNameHuang, Ying-ShihGenderMaleExperiences/EducationSenior Division Chief of Hon Hai Precision Industry Co., Ltd.
Senior AVP of EY Transaction Advisory Services Inc.
Master of Accounting, CCU -
TitleIndependent Director
Auditing Committee member
Nomination Committee memberNameCheng, Wen-JungGenderMaleExperiences/EducationLead Accountant of Fubo CPAs
Professional Education Committee member, CPA Association ROC(Taiwan)
Master of Accounting, NTU -
TitleIndependent Director
Auditing Committee member
Remuneration Committee memberNameLin, Jing-WeiGenderFemaleExperiences/EducationDirector of Great Dream Pictures
CFO of Arrow Cinematic Group
Master of Accounting, NCCU -
TitleIndependent Director
Auditing Committee member
Remuneration Committee memberNameKuo, Ming-YiGenderFemaleExperiences/EducationConsultant of Lexcel Law Offices
Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
Master of Law, Columbia University in the City of New York -
TitleIndependent Director
Auditing Committee member
Remuneration Committee member
Nomination Committee memberNameChen, Chih-KengGenderMaleExperiences/EducationProfessor and heads of department, Vehicle Engineering, NTUT
Vice President, College of Mechanical and Electrical Engineering, NTUT
PhD of Institute of Control engineering, Case Western Reserve University, USA
- 1.Operational judgment.
- 2.Capability for accounting and financial analysis.
- 3.Capability for corporate management.
- 4.Capability for crisis management.
- 5.Industry knowledge.
- 6.International market view.
- 7.Leadership.
- 8.Decision-making capability.
Further to the above capabilities, the Company has also mapped out a strategy for diversity for the members of the Board, and seeks appropriate candidates specialized in sales and marketing, production, vehicle industrial, finance and accounting, and who understand the corporate development of the Company. Gender equality will also be seriously considered to grant the opportunity for female members to participate in corporate decision-making. As such, the Company is eager in seeking for female candidates and is preparing a list of candidates suitable for the positions to present to the Shareholders for election to office.
There are four independent directors in the Company's Board of Directors, accounting for more than half, or 57%; more than 86% of directors are not also employees of the company. According to the statements of directors and the results of the Company's inspection results, there is no spousal relationship or relative within the second-degree kinship between the directors, so the Board of Directors is independent.
The Company's independent directors shall be appointed according to their declaration and the Company’s qualification checklist when they are elected. All four independent directors meet the relevant independence standards.
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NameMr. Cheng, Wen-JungIndependence AttributeIndependent Director Cheng (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies1
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NameMs. Lin, Jing-WeiIndependence AttributeIndependent Director Lin (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies0
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NameMs. Kuo, Ming-YiIndependence AttributeIndependent Director Kuo (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies1
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NameMr. Chen, Chih-KengIndependence AttributeIndependent Director Chen (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.Concurrent independent director position in other publicly traded companies0
The Company passed the “Regulations Governing the Evaluation of the Board” in the 3rd session of the Board in 2019, and has completed the evaluation of the Board, Directors and the members of the functional committees of 2023 in February 2024.
Based on the self-evaluation questionnaires completed by directors and committee members, the results of the self-evaluation of the Board of Directors, directors, Audit Committee, Remuneration Committee and Nomination Committee are all excellent. Moreover, the evaluation results have been reported to the first board meeting in 2024 as the reference of remuneration determination and the nomination for reappointment. In the future, all members of the Board will continue their education and training in order to strengthen their decision-making capacities to enhance decision-making quality and plan for the sustainable development of the Company.
On August 14, 2024, the BOD approved amendments to the “Regulations Governing the Evaluation of the Board”. The performance evaluation of the company's board of directors and functional committees should be carried out by an external professional independent agency or a team of external experts and scholars at least once every three years. Following the new regulations, in September 2024, the company appointed the TIRI to carry out the external evaluation of the performance of the board of directors and functional committees in 2023 (the period is from 2023/07/01 to 2024/06/30). TIRI and its experts have no business connection with the Company, so they are independent. Its independent experts conducted questionnaire surveys and actual interviews on the five major aspects of the board of directors and functional committees: goals, organization, professionalism, operational participation and internal control, and completed the evaluation report in December 2024. The report’s recommendations are briefly summarized as follows:
1. Plan in advance to have one-third of female directors: A list of director candidates will be planned in 2026 based on recommendations.
2. Supervise risk management by the audit committee or functional committee at the board of directors level: An audit and risk management committee will be established in 2025 to supervise risk management.
3. Formulate a succession plan for board members and important management: A senior managers agent system has been established to train agents as successor candidates and solicit outstanding director candidates.
4. The Code of Corporate Governance Practice has added the requirement that directors shall not conduct stock transactions during the closed period before the release of the financial report: the revision of the provisions will be completed in 2025.
5. Preparation of the English version of the sustainability report: The preparation of the English version of the 2023 sustainability report has been completed and uploaded to the MOPS and the company website for stakeholders to download.
6. Hold at least two investor conferences every year: in line with recommendations and gradually increase the number of briefings to improve the transparency of company information.
7. Actively promote environmental and social-oriented governance: The company will be more actively involved in environmental-related issues, set emission reduction targets and strive to achieve them, assess the impact of climate change, analyze opportunities and risks, and increase the feedback of volunteers and resources to society, fulfill social responsibilities, and do its best to promote ESG governance in all aspects.
The TIRI independent evaluation report and execution has been report to the 2025 First BOD meeting on March 11, 2025.
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Frequency of evaluationImplement once per yearPeriod for evaluation2023/1/1 ~ 2023/12/31Scope of evaluationBoard of DirectorsMethod of evaluationSelf-Evaluation of the BoardContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the Board
C. The organization and structure of the Board
D. The election of Directors and continuing education
E. Internal ControlScope of evaluationDirectorsMethod of evaluationSelf-Evaluation of the DirectorsContent of evaluationA. Mastery of the company objective and mission
B. Understanding of the duties of Directors
C. Degree of participation in the operation of the Company
D. Engagement of internal relations and communication
E. Professional standing of the Directors and continuing education
F. Internal ControlScope of evaluationAuditing CommitteeMethod of evaluationSelf-evaluation of the committeeContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the committee
C. Understanding of the duties of the committee
D. The organization of the committee and the election of the committee members
E. Internal ControlScope of evaluationRemuneration / Nomination CommitteeMethod of evaluationSelf-evaluation of the committeesContent of evaluationA. Degree of participation in the operation of the Company
B. Improving the quality of decision-making of the committee
C. Understanding of the duties of the committee
D. The organization of the committee and the election of the committee members
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Resolutions2025/12/30Resolutions1.Passed the 2026 Business Plan.
2.Passed the ratification of bonuses for the company officers of 2024.
3.Passed the agreements of purchase of factories and facilties of Sharp North Malaysia. -
Resolutions2025/11/12Resolutions1.Passed the financial statements of Q3 2025.
2.Passed the 2026 Audit Plan.
3.The 2026 Business Plan-pending.
4.Passed the Estimated Related Party Transaction Amounts and Status for 2026.
5.Passed the pre-approval for non-assurance services to be provided by PwC Taiwan and its affiliates to the Company and its subsidiaries.
6.Passed the Formulation of the Company's Corporate Value Enhancement Plan.
7.Passed the Definition and Scope of the Company’s Entry-level and Non-Managerial Employees.
8.Passed the addition of Internal Control Procedures for the review and verification of "Entry-level and Non-Managerial Employee" definitions.
9.Passed the amendments to certain provisions of the "Procedures for Ethical Management and Guidelines for Conduct."
10.Passed the amendments to certain provisions of the "Charter of the Nomination Committee."
11.Passed the formulation of the "Employee Stock Ownership Trust (ESOT) Plan."
12.The ratification of bonuses for the company officers of 2024-pending. -
Resolutions2025/08/13Resolutions1.Passed the financial statements of Q2 2025.
2.Passed the Sustainability report of 2024.
3.Passed the amendments to certain provisions of the "Charter of the Audit Committee."
4.Passed the formulation of the Company's "Risk Management Policy and Procedures."
5.Passed the capital increase in the Malaysian subsidiary, Global Greenchain Innovation Sdn. Bhd. (GGCI).
6.Passed the formulation of the "Operating Procedures for Financial and Business Matters Among Related Parties."
7.Passed the change to the "Senior Executives Designated by the Board" for monitoring derivative commodity transactions.
8.Passed the motion for applying banking facilities. -
Resolutions2025/06/12Resolutions1.Passed the proposed acquisition of plant assets in Malaysia in response to customer requirements.
(The Board approved the authorization for the Chairman to sign the Letter of Intent (LOI). Detailed terms and conditions of this project are subject to further negotiation and will be submitted to the Board for discussion once finalized.) -
Resolutions2025/05/13Resolutions1.Passed the financial statements of Q1 2025.
2.Passed the ex-dividend base date and related matters for 2025.
3.Passed the distribution of remuneration to directors of 2024.
4.Passed the amendments to certain provisions of the "Corporate Governance Best Practice Principles."
5.Passed the Urban Renewal Planning Project for the Company’s land located in the Anhe Section, Xindian District, New Taipei City.
6.The proposed acquisition of plant assets in Malaysia in response to customer requirements-pending. -
Resolutions2025/03/11Resolutions1.Passed the financial statements of 2024.
2.Passed the proposal for remuneration to employees and directors in 2024.
3.Passed the proposal for distribution of earnings in 2024.
4.Passed the proposal for distribution of cash dividend.
5.Passed matters relating to the Annual Shareholders Meeting in 2025.
6. Passed the Declaration of the Internal Control System in 2024.
7.Passed the evaluation of the independence of CPAs and appointment.
8.Passed the amendments to certain provisions of the Company’s "Articles of Incorporation."
9.Passed the amendments to certain provisions of rules of the company officers' salaries and remuneration.
10. Passed the removal of non-competition restrictions on Directors.
11.The Urban Renewal Planning Project for the Company’s land located in the Anhe Section, Xindian District, New Taipei City-penging.
12.Passed the ratification of bonuses for the company officers of 2024. -
Resolutions2024/11/13Resolutions1.Passed the rotation of the CPA.
2.Passed the financial statements of Q3 2024.
3.Passed the new internal control SOP and related procedures about sustainable information management.
4.Passed the 2025 Audit Plan.
5.Passed the 2025 Business Plan.
6.Passed the disposal of Innolux owned shares in public matket.
7.Passed the change of company registered address.
8.Passed the ratification of bonuses for the company officers of 2023. -
Resolutions2024/08/14Resolutions1.Passed the financial statements of Q2 2024.
2.Passed the ex-dividend base date and related matters for 2024.
3.Passed the amendment of "Evaluation procedure for the Board of Directors”.
4.Passed the Sustainability report of 2023.
5.Passed the motion for applying banking facilities.
6.Passed the appointment of Fiancial Officer.
7.Passed the appointment of Chief Internal Auditor. -
Resolutions2024/05/14Resolutions1.Passed the financial statements of Q1 2024.
2.Passed the amendment of "Regulations Governing Procedure for Board of Directors Meetings".
3.Passed the distribution of remuneration to directors of 2023.
4.Passed the adjustment of salary structure of the company officers. -
Resolutions2024/03/13Resolutions1.Passed the financial statements of 2023.
2.Passed the proposal for remuneration to employees and directors in 2023.
3.Passed the proposal for distribution of earnings in 2023.
4.Passed the proposal for distribution of cash dividend.
5.Passed matters relating to the Annual Shareholders Meeting in 2024.
6. Passed the Declaration of the Internal Control System in 2023.
7.Passed the evaluation of the independence of CPAs and appointment.
8.Passed the rules of the company officers' salaries and remuneration.
9.Passed the ratification of bonuses for the company officers of 2023. -
Resolutions2023/11/13Resolutions1.Passed the rotation of the CPA.
2.Passed the financial statements of Q3 2023.
3.Passed the 2024 Audit Plan.
4.Passed the 2024 Business Plan.
5.Passed the motion for applying banking facilities.
6.Passed the cancellation of quthorizatioon to Director Huang, Feng-an in responsible for signing audit reports and managing daily audit operation. -
Resolutions2023/08/08Resolutions1.Passed the financial statements of Q2 2023.
2.Passed the ex-dividend base date and related matters for 2023.
3.Passed the amendment of the “Parliamentary Procedure for the Board”.
4.Passed the promption of VP of the Admin. Div.
5.Passed the change of the Accounting Officer.
6.Passed the annual salary and performance evaluation of newly prompted main managers. -
Resolutions2023/06/09Resolutions1.Elected the Chairperson of the Board.
2.Appointment of members of the Remuneration Committee.
3.Appointment of members of the Nomination Committee.
4.Appoingment of the General Manager. -
Resolutions2023/05/09Resolutions1.Passed the financial statements of Q1 2023.
2.Passed the institution of "Prodecure of Preparing and Verifing of Sustainability Report".
3.Passed the amendment of “Corporate Governance Best Practice Principles”.
4.Passed to set up a unit for Cyber Security. -
Resolutions2023/04/18Resolutions1.Passed the proposal for distribution of earnings in 2022.
2.Passed the nomination of director candidates.
3.Passed to lift the directors’ non-competition restrictions. -
Resolutions2023/03/14Resolutions1.Passed the financial statements of 2022.
2.Passed the proposal for remuneration to employees and directors in 2022.
3.Passed the amendment to the Company's Article of Incorporation.
4.Passed the amendment to the Company's Rules of Procedure for Shareholders’ Meeting.
5.Passed matters relating to the Annual Shareholders Meeting in 2023.
6.Passed the reelection of all directors.
7.Passed the Declaration of the Internal Control System in 2022.
8.Passed to set up the Nomination Committee.
9.Passed to pre-authorize that PWC Taiwan and its relative institutions to provide non audit services to the Company and its subsidiaries.
10.Passed the evaluation of the independence of CPAs and appointment.
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TitleIndependent DirectorNameChen, Chih-KengDate of training2025/12/26OrganizerSecurities and Futures InstituteName of courseIndustrial Outlook and Operating Strategies for Taiwan (H1 2026)
Under Geopolitical RisksHours of training3 Hours -
TitleDirectorNameHuang, Ying-ShihDate of training2025/08/15OrganizerCorporate Operating and Sustainable Development AssociationName of courseCorporate Governance and Securities RegulationsHours of training3 Hours
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TitleDirectorNameHuang, Ying-ShihDate of training2025/08/15OrganizerCorporate Operating and Sustainable Development AssociationName of courseChallenges and Strategic Responses for Taiwanese Businesses under the New Trump AdministrationHours of training3 Hours
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TitleDirectorNameHuang, Ying-ShihDate of training2025/01/08OrganizerTaiwan Securities AssociationName of courseCorporate Governance Trends and Corporate Sustainable DevelopmentHours of training3 Hours
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TitleIndependent DirectorNameChen, Chih-KengDate of training2025/07/09OrganizerCathay Fincial Holdings and TWSEName of course2025 Cathay Sustainable Finance and Climate Change SummitHours of training3 Hours
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TitleIndependent DirectorNameLin, Jing-WeiDate of training2025/10/15OrganizerBCSD TaiwanName of courseToward a Global Circular Vision: The GCP Framework and the Path to Circularity for Taiwan’s IndustriesHours of training3 Hours
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TitleIndependent DirectorNameLin, Jing-WeiDate of training2025/09/25OrganizerSecurities and Futures InstituteName of courseThe Digital Finance Revolution: Principles of Stablecoins and Development Trends in Blockchain Virtual AssetsHours of training3 Hours
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TitleIndependent DirectorNameLin, Jing-WeiDate of training2025/08/13OrganizerSinoPac SecuritiesName of courseForum on Green and Transition Finance: Policies, Practices, and the Future of Green SecuritiesHours of training2 Hours
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TitleChairmanNameLee, Kuang-YaoDate of training2025/08/06OrganizerROC Accounting Research and Development InstituteName of courseInternal Audit and Internal Control Practices for Corporate Employee Compensation and Incentive SystemsHours of training6 Hours
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2025/07/25OrganizerSecurities and Futures InstituteName of course2025 Seminar on Legal Compliance for Insider Equity TransactionsHours of training3 Hours
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TitleIndependent DirectorNameKuo, Ming-YiDate of training2025/07/09OrganizerCathay Fincial Holdings and TWSEName of course2025 Cathay Sustainable Finance and Climate Change SummitHours of training6 Hours
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TitleDirectorNameHuang, Feng-AnDate of training2025/07/07OrganizerROC Accounting Research and Development InstituteName of courseHow to Analyze Key Corporate Financial Information and Strengthen Crisis Early Warning CapabilitiesHours of training6 Hours
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2025/07/04OrganizerCPA Associations R.O.C.(Taiwan)Name of courseAnalysis of Differences Between Taiwan Enterprise Accounting Standards (EAS) and the Latest FSC-Endorsed IFRSsHours of training3 Hours
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TitleIndependent DirectorNameCheng, Wen-JungDate of training2025/07/04OrganizerCPA Associations R.O.C.(Taiwan)Name of courseThe Money Laundering Control Act from the Perspective of Judicial PracticeHours of training3 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/10/21OrganizerSecurities and Futures InstituteName of courseTransforming Financial & Management Reporting to Drive Operational ExcellenceHours of training6 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/06/25OrganizerSecurities and Futures InstituteName of courseAn Introduction to Sustainability Disclosures, Standards, and Reporting for Listed CompaniesHours of training6 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/05/16OrganizerSecurities and Futures InstituteName of course2025 Prevention of Insider Trading SeminarHours of training3 Hours
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TitleCorporate Governance ManagerNameTai, Chih-HaoDate of training2025/02/21OrganizerCorporate Operating and Sustainable Development AssociationName of courseCorporate Governance and Securities Regulations
Sustainability Policies and Securities Regulations in TaiwanHours of training3 Hours