Directors
Board of Directors
The Company elected 7 directors (including 4 independent directors)at the General Shareholders’ Meeting held on June 16, 2023 . The tenure of the newly elected Directors is 3 years and effective from Jun. 16 2023 to Jun. 15 2026.The term of the assume office.
Members of The Board
Title
Name
Principal work experience and academic qualifications
Position(s) held concurrently in the company and/or in any other company
Chairman
Vinent Hu
Division Manager of Computer Products Division, UMC,
President and Chairman of ITE Tech. Inc.
Director of RDC Semiconductor Co., Ltd.
Independent Director of U-MEDIA Communications Inc.
Director
UMC *Representative:Yun -Yu Chen
Executive Director of Finance Division of UMC,
Supervisor of UMC Capital
Supervisor of UMC Capital
Director
H.Y Lin
President of SMedia Technology Corporation
Director of ITE Tech.(Shenzhen) Inc.
Independ Director
Fan-Tina Lee
Vice President of Song Quan Company Limited,
Investment Manager of ADVANTECH CO., LTD
Director of Drahonjct Corp
Independent Director
Shih-fang Hsu
President and Director of Atrie Technology Inc.
Independent Director
Yi-tsung Huang
Senior Executive Officer of Domestic listing Department, TWSE ,
Vice President of Power Quotient International Co., Ltd
Independent Director of eCloudvalley Digital Technology Co., Ltd.,
Independent Director of Aethertek technology co., Ltd.
Independent Director of Kayee International Croup Co.,Ltd
Independent Director
Shou-shan Chen
Director of Fu-Cheng Investment co., Ltd.
Board Diversity
In order to reinforce corporate governance and promote sound development of board composition and structure, the nomination of candidates for directors of the Company shall be adopted the candidate nomination system in accordance with the provisions of the Company's Articles of Incorporation. Each candidate’s professional background, gender, age, work experience, independence, and others are evaluated and considered. The nominated director should possess the capabilities such as Business judgment ability, Accounting and financial analysis ability, Management ability, Crisis handling ability, Industry knowledge, Global market perspectives, Leadership, and Decision-making ability.
For implementing the diversity of the board of directors, the company has, based on its operational patterns and developmental needs, formulated diversification management objective as follows: (1)Adequate and diverse professional knowledge and skills, (2)At least 3 seats of independent directors, (3)The independent directors shall not hold office for more than 3 terms, (4)At least two of the directors have financial, accounting or legal background, (5)The target ratio of female director is 25% or more.
Diversity information of directors
The current Board of Directors of the Company consists of seven directors. The specific management objectives of the board diversity policy and their achievement status are as follows:
Management objectives
Achievement status
Adequate and diverse professional knowledge and skills
Done
At least 3 seats of independent directors
Done
The independent directors shall not hold office for more than 3 terms
Done
At least two of the directors have financial, accounting or legal backgroun
Done
The target ratio of female director is 25% or more
Done
The implementation status of the board diversity policy is as follows
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Name of Directors
Vincent Hu
Representative of UMC: Yun-Yu Chen
H.Y Lin
Fan-tine Lee
Shih-fang Hsu
Yi-tsung Huang
Shou-shan Chen
Core goals for diversification
Nationality
Gender
Employee
Age
Terms of contract
Business judgment
Accounting & Finance
Operational management
Crisis Handling
Industry Knowledge
Global market perspective
Leadership
R.O.C
Male
61-70
9
R.O.C
Female
51-60
10
R.O.C
Male
61-70
2
R.O.C
Female
41-50
1
R.O.C
Male
61-70
3
R.O.C
Male
61-70
3
R.O.C
Male
61-70
2
Major resolutions of Board of Directors
Date
Important Resolutions
112-02-23
1. The amount of director remuneration and employee compensation for the year 2023
2. Recognition of 2022 Business Report and Financial Statement
3. Recognition of 2022 Earnings distribution
4. Cash Dividend from Capital Surplus
5. The date and agenda of the 2023 General Shareholders’ Meeting.
6. Appointed Ernst & Young Accounting Firm to provide attestation for the Company's 2023 financial statements
7. To issue Employee Restricted Shares
112-05-04
Recognition of 2023Q1 Financial Statements.
112-06-16
1. Hu, Chun-Yang was elected as the Chairman by the board of Directors
2. Appointed all the independent directors as the members of the 5th term
of Remuneration Committee
112-08-09
1. Recognition of 2023Q2 Financial Statements
2. Amendments to Corporate Governance principles
3. Formulation the issuance regulations for Employee Restricted Shares
of 2023
4. Approval the quota granted to managers when issuing Employee
Restricted Shares of 2023
。
112-11-07
1.Recognition of 2023Q3 Financial Statements
2.Audit Plans of 2024
3. Approval the provision rate of employee compensation of 2023。
4. Revision the issuance regulations for Employee Restricted
5. Formulation the Risk Management Policies and procedures
Succession planning for board members and key management
Succession planning and operations of board members
The election of Directors adopts a candidate nomination system and is handled in accordance with the "Procedures for Election Directors". There are currently 7 directors (including 4 independent directors), each with business, legal, financial accounting or management expertise required for company operations. Two of them are also important management members of the company. In the future, the company will continue to strengthen the structure of the board of directors.
Regarding the succession planning of the board of directors, there are currently many senior managers in the group who have the management and professional abilities required to serve as directors. At the same time, the company will also recruit professional talents from outside to prepare for the succession planning of directors.
As for the independent directors, they are required by law to have work experience required in business, legal affairs, finance, accounting or corporate business. The company will appoint independent directors in accordance with legal requirements to further exert the function of corporate governance.
Succession planning and operations of important management levels
Employees of the company's deputy general manager (inclusive) and above are important management levels, and each management level has an agent. In order to cultivate important management levels and their agents, the company organizes internal and external training courses from time to time. The training content includes professional training, judgment, management and problem-solving skills to improve the quality of management's decision-making and prepare high-quality manpower for the company's long-term development.
The company uses the existing performance appraisal system to evaluate and review suitable future successor candidates to facilitate future development and progress. In addition to retaining talents, the company also recruits outstanding talents from outside and uses internal and external talent pools to increase the breadth and depth of the company's successor candidates.
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