Board of Directors
Organization
Board of Directors
Duties of Board of Directors
The Board of Directors performs its duties in good faith and acts as a good steward with a high degree of self-discipline and prudence in guiding the Company's strategy, overseeing management and being accountable to the Company's strategy, overseeing management and being accountable to the Company and its shareholders. The Company's corporate governance processes and arrangements are designed to ensure that the Board exercises its powers in accordance with laws and regulations, the Company's Articles of Association or resolutions of the General Meeting.
Directors' Members
Title | Name | Education and Past Positions |
---|---|---|
Chairman | JOHN LIN | PhD of Electronics, National Chiao Tung University CEO of inergy Technology Inc. Executive Director and CEO of Guanghong Power Drive (shenzhen) Electronic Technology |
Director | Legal Representative (MOTECH):WU,JHENG-CING | Master of Finance, National Taiwan University (EMBA) Legal Representative Director of C-TECH UNITED CORP. Legal Representative Director of JENTECH PRECISION INDUSTRIAL CO., LTD |
Director | Legal Representative (MOTECH):FRED YE | MBA of CEIBS CEO of MOTECH INDUSTRIES INC. Director of a subsidiary of MOTECH |
Director | TONY HUANG | B.S. of Applied Physics, Tamkang University Director of DYNACARD CO. LTD. CEO of SUNRISE Branch of Sino-American Silicon Products Inc. |
Director | Legal Representative (DIODES):HUANG,ZHENG-XIN | PhD of Electrical Engineering, University of Texas Mixed-Signal Test Manager at Texas Instruments, Inc.(Dallas) R&D VP at Viditec / Infinite, Inc.(Plano / Shanghai) MOSFET BU Manager at Diodes, Inc. |
Director | WILLIAM LIAW | PhD of Electronics, National Tsing Hua University Vice President of inergy Technology Inc. Supervisor of Guanghong Power Drive (shenzhen) Electronic Technology |
Independent Director | JASON HSU | Adjunct Professor of NTU Leadership Program Adjunct Professor of NTHU Institute of Technology Management Independent Directors and Member of Compensation Committee,Nominating Committee, Audit Committee, Consumer Council, Credit Terminal Committee, Risk and Related Transactions Control Committee of Fubonchina Bank Independent Directors and Member of Audit Committee,Compensation Committee of Alexander Marine Co., Ltd. Independent Directors and Member of Audit Committee,Compensation Committee of POU CHEN GROUP |
Independent Director | JACY CHEN | MBA, National Sun Yat-sen University CFO of China Communication Media Group Co. Ltd. |
Independent Director | JIANG,JAENE-LONG | Master of Electronics, National Chiao Tung University Representative Director and CEO of Forcelead Technology Corp. |
Implementation of Board of Diversity
In accordance with the "Rules for Election of Directors," the corporation shall designate an appropriate number of Board of Directors members based on the business scale and practical operational requirements. This includes, but is not limited to the following key factors:
1.Basic conditions :Gender, age, nationality, and culture etc.
2.Professional knowledge and skills: Professional background (such as law, accounting, industry. finance, marketing or technology), professional skills and industrial experience, etc.
Members of the Board of Directors shall possess the necessary knowledge, skills, and experience to perform their duties. To achieve the ideal objectives of corporate governance, the Board of Directors shall possess the following abilities :
1. Making operational judgements.
2. Performing accounting and financial analysis.
3. Conducting management administration.
4. Risk Management.
5. Knowledge of the industry
6. Perspective of international market
7. Leadership
8. Decision making
The Board of Directors currently consists of nine directors, with two employee directors (22.22% of the Board) and three independent directors (33.33% of the Board). All of the directors posses comprehensive professional knowledge and experiences to ensure the Board diversity. We recognise importance of gender equality on the Board and will be appointing a female Director in the near future, with the aim of increasing the number of female Directors to more than one third of the Board.
Title | Name | Gender | Nationality | Age |
Professional Knowledge, Skills ,and Experience (Above 5 years of Experience and The Professional Qualifications) |
Employee |
Time Period as Board Director |
|||
41~64 |
Above 65 |
Lecturer or Above from A University in Business, Law, Finance, Accounting, and Corporate Practice | Working Experience in Business, Law, Finance, Accounting and Corporate Practice | 0~9 Years | Above 10 Years | |||||
Chairman | JOHN LIN | Male |
Taiwan (R.O.C) |
V | V | V | V | |||
Legal Representative Director (MOTECH) |
WU,JHENG-CING | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Legal Representative Director (MOTECH) |
FRED YEH | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Director | TONY HUANG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Legal Representative Director (DIODES)
|
FRANK HUANG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Director | WILLIAM LIAW | Male |
Taiwan (R.O.C) |
V | V | V | V | |||
Independent Director | JASON HSU | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Independent Director | JACY CHEN | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Independent Director | JIANG,JAENE-LONG | Male |
Taiwan (R.O.C) |
V | V | V |
Board of Directors & Committees
The Communications between the Independent Directors, the Internal Auditors and the CPAs
1. The Commincations between the independet Directors and the CPAs
The Company's independent auditors have presented the findings of the perodically reviews or audits of the Company's financial results and the impact of relevant laws and regulations. The communication channel between the independent Directors and the Independent Auditors functioned well. The communications are summarised as follows:
Date |
Meeting | Communications | Results |
---|---|---|---|
2022/06/13 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2022/Aug/04 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2022/Nov/03 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2023/Mar/08 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2023/May/03 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2023/Aug/02 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2023/Nov/01 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2024/Mar/05 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2024/May/02 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2024/Aug/01 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2024/Nov/06 |
Audit Committee |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2. The Communications between the Independent Directors and Internal Auditors
The internal auditors have sent the audit reports to the members of the Audit Committee monthly and presented the findings of all audit reports in the reguarly meetings of the Audit Committee. The communication channel between the Audit Committee and the internal auditors functioned well.
Succession Planning for Board Members and Key Management
1. Sucession Planning for Board Members
The Board of Directors currently consists of nine Directors (including three independent Directors). The members of the Board of Directors have professional qualifications in commerce, law, finance and accounting or other professional backgrounds necessary for the Company's business, experience, decision-making ability, management ability, etc. In the future, the composition of the Board of Directors and the required professional qualifications of the members will remain the same as the current structure.
With regard to succession planning for Board members, in addition to possessing the professional knowledge and skills required to perform their duties, their personality traits and values must also be consistent with the company's core values, culture and business philosophy. In order to maintain the professionalism and experience of the Board members, the sucession planning for the general directors is mainly based on the nomination of candidates recommended by the current Directors. As the independent directors are required to have the necessary professional experience in commerce, law, finance, accounting, or corporate business in accordance to laws and regulations. Therefore the sucession planning for the independent directors comes from the industry and the academia. In addition to the professional qualifications and personality traits mentioned above, the results of the Board's performance evaluation are used as a reference for the nomination of directors for successors. In view of the directors' profesional qualifitions, the Company provides professional training for directors, with a minimum of six hours per year for each countinuing director and a minimum of twelve hours for each newly appointed director. To enhance the effectiveness of the Board's operations.
2. Sucession Planning for Key Management
As well as having the necessary prodessional skills and experience, key management personnel should have a strong alignment with the company's core values, culture and business philosophy. Staff at or above the rank of Director (including) are considered key management personnel and have duty agents are actively developed. In addition to recruiting outstanding talent from outside the company continues to actively develop potential key managers from within. Individual conseling, work exchanges, and experience transfer are used to strengthen the future management team and to select sucessor candidates from among them.