Board Of Directiors

Directorship Experience

Diversification and Independence of the Board of Directors

In accordance with Article 20 of the company’s “Corporate Governance Best Practice Principles”, it is stipulated that the composition of the members of the Board of Directors should take diversification into consideration and map out the diversification policy in terms of the company’s operation, the operational pattern and the development needs, including the basic composition (e.g. gender, age, nationality and culture, etc.), the professional knowledge and skill: the professional background (e.g. law, accounting, industry, finance, marketing or technology), expertise and industrial experience, etc. The members of the Board of Directors should possess the knowledge, skill and competence, which is required for performing the job duties. In addition, in order to attain to the corporate governance goal, the abilities the Board of Directors should have as a whole include :：

1、Operation judgment ability.

2、Accounting & financial analysis ability.

3、Business management ability.

4、Crisis management ability.

5、Industry knowledge.

6、International market vision.

7、Leadership.

8、Decision-making ability.

At present, there are 8 current members in the Board of Directors, including 3 independent directors, representing 37.5%, as well as 2 directors who are the employees, accounting for 25%. Besides, the member composition of the Board of Directors also puts emphasis on the gender equality. Among the board members, there is one female director, representing 12.5%. In the future, the company will strive to increase the seat of the female director in order to achieve the goal by the ratio of the female directors reaching one third of the director seats. The independent directors of the company all comply with the regulations of the competent authority regarding the independent director and they do not involve any conditions specified in Paragraphs 3 & 4, Article 26-3 of the Securities and Exchange Act.

Diversification Policy and Implementation Status of the Current Members of the Company’s Board of Directors are as follows:

Important Resolutions of the Board of Directors

2025

The Implementation of the Corporate Governance

1. The operation of the Board of Directors incurred the following circumstances:

1.1The matters listed in Article 14-3 of the Securities and Exchange Act:

Meeting Date	Session	Motion Content	The opinion of the independent director	How does the company deal with it
March 12, 2024	9th of Session 14	1.     Proposal of bank finance credit. 2.     Proposal of compensation distribution for employees and directors in 2023. 3.     Proposal of the Company’s 2023 business report and financial statements. 4.     Proposal of the Company’s 2023 earnings distribution. 5.     Proposal of evaluating whether overdue accounts receivable and other accounts of the Company and the subsidiaries involve disguised fund loans. 6.     Proposal of the Company’s investment in Leader’s joint venture company in Vietnam. 7.     Proposal of report on the Company’s issuance of the domestic 2nd and 3rd unsecured corporate bonds. 8.     Proposal of the Company’s Internal Control System Declaration in 2023. 9.     Proposal of  amendment of partial controlling operation process of the “Sales and Collection Cycle”, and the “Purchase and Payment Cycle” in the Company’s internal control system.	No objection	None
May 10, 2024	10th of Session 14	1.   Proposal of bank finance credit. 2.   Proposal of amendment of the business report in 2023. 3.   Proposal of evaluating whether overdue accounts receivable and other accounts of the Company and the subsidiaries involve disguised fund loans. 4.   Proposal of new authorized capital of 100% shareholding subsidiary in Singapore. 5.   Proposal of the Company’s new foreign exchange forward deal amount. 6.   Proposal of the Company’s selling of equipment for mass production in the Mexico factory to Speed Tech’s 100% shareholding subsidiary in Singapore.	No objection	None
August 9, 2024	11th of Session 14	1.     Proposal of bank finance credit. 2.     Proposal of evaluating whether overdue accounts receivable and other accounts of the Company and the subsidiaries involve disguised fund loans. 3.     Proposal of amendment of the Company’s “Internal Control System”, the “Internal Control Self-assessment”, and the “Implementation Rules for Internal Audits”. 4.     Proposal of  amendment of partial articles of “Property Management Procedures“ in the Company’s internal control system. 5.     Issuance ofRestricted stock awards, insiders’ distribution roster and number of shares in 2024. 6.     Proposal of review of the payroll system and remuneration of the Company’s directors and managers. 7.     Proposal of purchase of equipment for SMT production line expansion in Mexico.	No objection	None
November 8, 2024	12th of Session 14	1.     Proposal of execution of factory buildup and equipment purchase for the Company’s investment in Leader’s joint venture company in Vietnam. 2.     Proposal of the Company’s exercise of conversion of the new issued shares of employee stock option certificate in 2018. 3.     Adjustment of distribution roster for issuance of restricted stock awards in 2024. 4.     Proposal of bank finance credit. 5.     Proposal of establishment of the 2024 audit plan. 6.     Proposal of amendment of partial articles of the controlling operation process of the “Production Cycle” in the Company’s internal control system. 7.     Proposal of amendment of partial articles of the controlling operation process of the “Purchase and Payment Cycle” in the Company’s internal control system. 8.     Proposal of evaluating whether overdue accounts receivable and other accounts of the Company and the subsidiaries involve disguised fund loans. 9.     Proposal of appointment and  compensation of the Company’s CPAs in 2025, and evaluation of CPAs’ independence and Competence.	No objection except withdrawal of Proposal 1.	None
November 22, 2024	13th of Session 14	1.     Proposal of execution of factory buildup and equipment purchase for the Company’s investment in Leader’s joint venture company in Vietnam.	No objection	None
March 10, 2025	14th of Session 14	1.     Proposal of compensation distribution for employees and directors in 2024. 2.     Proposal of the Company’s 2024 business report and financial statements. 3.     Proposal of the Company’s 2024 earnings distribution. 4.     Proposal of year-end bonus distribution for insiders in 2024. 5.     Proposal of discussion of salary raise for the Company’s managerial officers. 6.     Proposal of report on the Company’s issuance of the domestic  3rd unsecured corporate bonds. 7.     The Company’s processing of cancellation of shares of restricted stock awards and proposal to set the base date of capital decrease. 8.     Proposal of amendment of partial articles of the Company’s “Articles of Incorporation”. 9.     Proposal of reelection of all directors of the Company. 10.  Proposal of lifting non-compete restriction for the Company’s new directors and their representatives. 11.  Proposal of bank finance credit. 12.  Proposal of evaluating whether overdue accounts receivable and other accounts of the Company and the subsidiaries involve disguised fund loans. 13.  Proposal of the Company’s Internal Control System Declaration in 2024. 14.  Proposal of date and matters convened for the 2025 annual shareholders’ meeting.	No objection	None
March 28, 2025	15th of Session 14	1.     Proposal of equipment purchase of the Company’s factory in Mexico. 2.     Proposal of reelection of all directors of the Company. 3.     Proposal of slate of nominated directors (including independent directors) candidates for resolution. 4.     Proposal of date and matters convened for the 2025 annual shareholders’ meeting.	No objection	None

1.2 Except for the preceding matters, other resolved matted of the board of directors that have been objected to or retained by independent directors and have a record or written statement: None.

2.The implementation of avoiding stake motion to the directors:

Date of Board Meeting	Name of Directors for Avoiding Stake	Motion Content	Reason for Avoiding Stake and Participation in Voting
March 12, 2024	Shen, Chun-Hsi (Resigned on Nov. 22, 2024.)	Proposal of the year-end bonus distribution for the Company’s managers in 2023.	As the payee of the proposed fee in this proposal,   which involved his own stake, he shall not participate in discussion and voting in accordance with Article 206, the Company Act; other attending directors unanimously approved this case without objections.
August 9, 2024	Shen, Chun-Hsi (Resigned on Nov. 22, 2024.) Hsu, Chia-Te	Proposal of review of the payroll system and remuneration of the Company’s directors and managers.	As the payee of the proposed fee in this proposal,   which involved his own stake, he shall not participate in discussion and voting in accordance with Article 206, the Company Act; other attending directors unanimously approved this case without objections.
March 10, 2025	Tsai, Chen-Lung Hsu, Chia-Te Lin, Hung-Sheng	Proposal of year-end bonus distribution for insiders in 2024.	Because President Tsai, Chen-Lung, Director Hsu, Chia-Te, and Financial & Accounting Manager Lin, Hung-Sheng made recusal due to  involving their own stake in this proposal, after making inquiry with all other attending directors by Deputy Chairperson, i.e. Independent Director Chan, Ho-Po, no objection was made, and the proposal was approved unanimously.
March 28, 2025	Tsai, Chen-Lung Hsu, Chia-Te Tsai, Chia-Wei Shih, Jung-Hui Chan, Ho-Bo Chung, Ding-Chun Lin, Chun-Yi Lien, Hsiang-I	Proposal of slate of nominated directors (including independent directors) candidates for resolution.	Each stakeholder made recusal at the time of his/her qualification assessment, and the proposal was approved unanimously by all other attending directors.

3.Execution Status of the Board of Directors’ Assessment:

The Company has completed the Board of Directors self performance assessment in 2024, and the assessment results was submitted for reporting to the meeting of the Board of Directors on March 10, 2025 as a basis of review and improvement. The overall average score of the Board of Directors self performance assessment was 98.56 score (100 scores in full), the overall average score of the Audit Committee self performance assessment was 99.75 score (100 scores in full), the overall average score of the Remuneration Committee self performance assessment was 100 score (100 scores in full), and the overall average score of the individual director’s self performance assessment was 98.3 score (5 scores in full). It was suggested that the implementation of the entire Board of Directors was good.

 

4.Evaluation of the goal and execution status of the reinforcement of the Board of Directors’ function in the current year and the most recent year:

(1) Because the Company’s president also served as the vice president, one new independent director was elected at the first special shareholders’ meeting in accordance with the regulations and the competent authority’s requirements on December 22, 2023.

(2) The Company set up the Remuneration Committee according to the law to take charge of enacting and regularly reviewing the performance evaluation of directors and managers, the policy, system, standards and structure of the salary & remuneration, and establishing the salary & remuneration of directors and managers.

(3) This Company has stipulated the rules of the performance evaluation for the Board of Directors, and carried out the internal performance assessment of the Board of Directors, its individual members, the Audit Committee, and the Remuneration Committee in accordance with the preceding rules; besides, we authorized the Taiwan Investor Relations Institute to conduct the external assessment of the Board of Directors performance once three years.

 

The Training Status of the Company’s Directors and Supervisors is as Follows:

In order to implement the corporate governance system, the Company has been taking the initiative in informing the directors and supervisors of training opportunities regarding corporate governance information. The status of participation in the external training courses is as follows:

2021 Director Membership and Board Performance Evaluation Report

I. Internal Evaluation

In accordance with the Company’s “Board of Directors Performance Evaluation Method”, the performance evaluation was conducted via questionnaire. The evaluation was completed on February 14, 2025, and the results were submitted to the Board of Directors on March 10, 2025.

1. Evaluation Period:From January 1, 2024, to December 31, 2024.
2. Evaluation Procedure:The IR/Shareholder Affairs Office distributed self-assessment questionnaires to all members of the relevant committees. After compilation, the evaluation results were submitted in a report to the Board of Directors.
3. Evaluation Indicators:

• The board performance evaluation includes five main aspects, namely participation in company operations, improvement of board decision-making quality, board composition and structure, director nomination and ongoing professional development, and internal controls, covering a total of 40 indicators.
• The performance evaluation of individual board members includes six main aspects, namely understanding of the company’s goals and tasks, awareness of director responsibilities, participation in company operations, management of internal relationships and communication, professional expertise and ongoing development, and internal controls, covering a total of 25 indicators.
• The performance evaluation of the Audit Committee includes five main aspects, which cover participation in company operations, awareness of the Audit Committee’s responsibilities, improvement of the Audit Committee’s decision-making quality, composition and member nomination of the Audit Committee, and internal controls, covering a total of 20 indicators.
• The performance evaluation of the Remuneration Committee includes five main aspects, which cover participation in company operations, awareness of the Remuneration Committee’s responsibilities, improvement of the Remuneration Committee’s decision-making quality, composition and member nomination of the Remuneration Committee, and internal controls, covering a total of 20 indicators.
  4. Evaluation Results:
• According to the board performance evaluation guidelines, the total score for each performance evaluation is 100 points, with a score of 80 or above considered “Excellent,” 60 to 79 considered “Satisfactory,” and 59 or below considered “Needs Improvement.”
• The board performance evaluation was rated as Excellent.
• The performance evaluation of individual board members was rated as Excellent.
• The Audit Committee performance evaluation was rated as Excellent.
• The Remuneration Committee performance evaluation was rated as Excellent.