Directors' Biographies (Total 7 seats. Tenure : 6/29/2020~6/28/2023)
Occupational title |
Name |
Education & Major work experience |
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Chairman |
Representative: |
Department of Industrial Engineering and Management, Ming Chi University of Technology |
|||
Everlink Overseas Inc. |
- |
||||
Director |
Representative: |
Department of Business Administration, Hanoi Open University |
|||
KT Look Int’l Inc. |
- |
||||
Director |
LIU WU HSIUNG |
EMBA of Commerce, National Taiwan University |
|||
Independent Director |
YU SHANG WU |
PhD in Finance, University of Birmingham |
|||
Independent Director |
HSIEN JAU HWANG |
Department of Accounting, National Cheng Kung University (NCKU) |
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Independent Director |
CHEN MIN HUN |
Department of Economics, Soochow University |
|||
Independent Director |
HOU GUE FENG |
Department of Journalism, National Chengchih University |
The Company has stipulated in the “Corporate Governance Best Practice Principles” and “Rules for Election of Directors”
that the composition of the board shall be determined by taking diversity into consideration and that an appropriate policy on
diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include,
but not limited to, gender, age, and educational background.
Following the diversity policy, the Company has elected seven directors (including four independent directors) as the members
of the 3 rd Board of Directors in 29 June 2020, two of which are female directors. All members of the board have professional knowledge,
skills, and background in industry, finance, technology, management, and law, and progress the knowledge, skills, and experience necessary
to perform their responsibilities. The implementation of diversity in board composition is as follows:
Core Item |
Basic Condition |
Knowledge and skill of Directors |
||||||||||||
Natio-nality |
Gender |
Concurrent employee |
Years of Independent Director |
Judgment for operation |
Analytical skills for accounting and finance |
Mana-gement |
Crisis Mana-gement |
Industry knowledge |
Inter- national outlook |
Leading Ability |
Decision Making |
|||
3 years below |
3 to 9 years |
9 years above |
||||||||||||
TAI CHAO RONG |
ROC |
M |
v |
v |
v |
v |
v |
v |
v |
v |
v |
|||
LE THI THANH HIEN |
VNM |
F |
v |
v |
v |
v |
v |
v |
||||||
LIU WU HSIUNG |
ROC |
M |
v |
v |
v |
v |
v |
v |
v |
|||||
YU SHANG WU |
ROC |
M |
v |
v |
v |
v |
v |
v |
v |
v |
||||
HSIEH JAU HWANG |
ROC |
M |
v |
v |
v |
v |
v |
v |
v |
v |
||||
CHEN MIN HUN |
ROC |
M |
v |
v |
v |
v |
v |
v |
v |
v |
||||
HOU GUE FENG |
ROC |
F |
v |
v |
v |
v |
v |
Board of Directors attendance in the third term in 2020
The Board of Directors convened 4 times (A)
Occupational title |
Name |
Attendance in person (B) |
Attendance by proxy |
Actual attendance |
Note |
Chairman |
Everlink Overseas Inc. |
4 |
0 |
100% |
|
Representative: TAI CHAO RONG |
|||||
Director |
KT Look Int’l Inc. |
4 |
0 |
100% |
|
Representative: LE THI THANH HIEN |
|||||
Director |
LIU WU HSIUNG |
4 |
0 |
100% |
|
Independent Director |
YU SHANG WU |
4 |
0 |
100% |
|
Independent Director |
HSIEN JAU HWANG |
4 |
0 |
100% |
|
Independent Director |
CHEN MIN HUN |
4 |
0 |
100% |
|
Independent Director |
HOU GUE FENG |
4 |
0 |
100% |
Committees
- Audit Committee
The Company has established the “Auditing Committee” on January 8, 2016. All members of the
committee are Independent Directors (4 seats), 1 of whom is elected by all other members to act
as the convener and presiding officer of all committee meetings.
The Auditing Committee performs its function in accordance with the “Charter for the
Organization of Auditing Committee” and the issues subject to review are as following:
(1)Institution or revision of the internal control system, evaluation of the effectiveness of the
internal control system ;
(2)Institution or revision of the procedures for the acquisition or disposals of assets, derivative
trade, loaning of funds, endorsement and guarantee, and other procedures regulating financial
and business transactions in material aspects ;
(3)Issues pertinent to the private interests of the Directors, major transactions of assets or
derivatives, sizable loaning of funds, endorsement or guarantee, offering ;
(4)Issuance of offered through private placement of equity securities ;
(5)appointment, dismissal and remuneration to independent accountants ;
(6)the appointment and dismissal of chief financial, accounting of internal auditing officers ;
(7)annual report and interim report ;
(8)other issues of materiality of the Company or as required by the competent authority.
Audit Committee attendance in the third term in 2020
Audit Committee convened 3 times (A)
Occupational title |
Name |
Attendance in person (B) |
Attendance by proxy |
Actual attendance |
Note |
Convener |
YU SHANG WU |
3 |
0 |
100% |
|
Independent Director |
HSIEN JAU HWANG |
3 |
0 |
100% |
|
Independent Director |
CHEN MIN HUN |
3 |
0 |
100% |
|
Independent Director |
HOU GUE FENG |
3 |
0 |
100% |
- Remuneration Committee
(1)Develop and regularly review the policy, system, standard and structure of performance
assessment on and remunerations to directors and managers;
(2)Regularly assess and determine remunerations to directors and managers. The convener
shall hold at least two meetings of the Remuneration Committee every year and may hold
a meeting at any time as needed.
Remuneration Committee attendance in the third term in 2020
Remuneration Committee convened 1 time (A)
Occupational title |
Name |
Attendance in person (B) |
Attendance by proxy |
Actual attendance |
Note |
Convener |
HSIEN JAU HWANG |
1 |
0 |
100% |
|
Independent Director |
YU SHANG WU |
1 |
0 |
100% |
|
Independent Director |
CHEN MIN HUN |
1 |
0 |
100% |
- Corporate Social Responsibility Committee (CSR Committee)
CSR Committee was established on August 5, 2020 and is comprised of directors. The Committee meets at least twice every year.
CSR Committee e attendance in the third term in 2020
CSR Committee convened 1 time (A)
Occupational title |
Name |
Attendance in person (B) |
Attendance by proxy |
Actual attendance |
Note |
Convener |
HOU GUE FENG |
1 |
0 |
100% |
|
Independent Director |
YU SHANG WU |
1 |
0 |
100% |
|
Chairman |
TAI CHAO RONG |
1 |
0 |
100% |