Director’s experience
According to the Articles of Association of the company, the company has 7 to 9 directors, adopts a candidate nomination system, and the shareholders’ meeting selects director candidates from the list.
The company currently has 8 members of the board of directors, including 3 independent directors, accounting for 37.5% of the total, and 2 directors with employee status, accounting for 25%. In addition, the composition of the board of directors also pays attention to gender equality. Including 1 female member, female directors accounted for 12.5%
| Title | Name | The main meridian | Currently Serving as Company and Other Companies |
| Chairman of the Board of Directors | FORTUNE SHARE CORPORATION Representative: Tsai, Chen-Lung | Department of Information Systems, Western United States International University. Master of Electronic Computer Engineering, Arizona State University. Vice President of Marketing of Luxshare-ICT Co., Ltd. | Chief Strategy Officer of Taiwan Luxshare-Ict Co., Ltd., Stech International Co., Ltd. Director of Space Speed Technology Ltd.. Chairman of the Board of Directors of Speedtech（LS-ICT）Co., Ltd., Legal representative of Luxshare-ICT, Inc, Legal representative of Dongguan Leader Precision Industry Co., Ltd., Director of Luxshare Precision Accessory (Kunshan) Ltd, Chairman of SPEED TECH INCT SDN.BHD., Director of Castle Rock, Inc. & President of Tai Bridge Investment Holding Co.,, President of Assem Technology Co., Ltd., President of Taihan Precision Technology Co., Ltd., Director of CalDigit Holding Limited (Cayman), Director of CalDigit Limited (Hong Kong) |
| Director | FORTUNE SHARE CORPORATION Representative: Hsu, Chia-Te | Graduate Diploma in Strategic Management, Harvard University, USA Master of International Trade Management, Boston University, USA. | General manager of Well-Spring Enterprise Corporation, Director of JUIC INTERNATIONAL CORPORATION , Member of remuneration committee of KWONG LUNG ENTERPRISE CO., LTD. , Director of Heli Investment Co., Ltd.. |
| Director | ICT- Lanto Limited Representative: Shen, Chun-Hsi | Master of Management (International Finance Section), College of Commerce, National Chengchi University Senior Manager of Cost Engineering Center of Wistron Corporation | Special Assistant of this Company’s Chairman Director of Real Mask Industry Co., Ltd. |
| Director | ICT- Lanto Limited Representative: Tsai, Chia-Wei | MIS Master of Concordia University Wisconsin Sale Manager of International Super Micro Technology Co., Ltd | Vice President of Marketing and Sale of Taiwan Luxshare-Ict Co., Ltd., Director of CalDigit Holding Limited (Cayman), Director of CalDigit Limited (Hong Kong), Director of CalDigit Limited (Europe) |
| Director | ASUS INVESTMENT CO., LTD. Representative: Shih, Jung-Hui | Master of Accounting of Soochow University Senior Manager of Asustek Computer Inc. | Project Manager of Pegatron Cor. |
| Independent Director | Chan, Ho-Po | Master of Chinese Culture University in Department of Business Administration Assistant manager of Liteon Technology Corporation | Chairman of Kwong Lung Enterprise Co., Ltd. |
| Independent Director | Chung, Ding-Chun | Master of National Taiwan University in International Business Director and General Manager of AnChiao Assets Management Corporation | Director of Hec Corporation, Legal representative of Director of Royalty Founder Enterprise Co., Ltd., Supervisor of Optima Corporation, Director of Transwell Biotech Corporation |
| Independent Director | Lin, Jyun-Yi | Master of Fujen school of law. Completion of the 42nd phase of the Judicial Training Institute | Presiding attorney of Hengshenglaw firm. Representative of legal person director of HOLD JINN ELECTRONICS CO., LTD. Representative of legal person director of MAX ZIPPER CO., LTD. Representative of legal person director of KINMEN KAOLIANG LIQUOR INC. Representative of legal person director of TAIWAN SPORTS LOTTERY CO., LTD. |
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
2022
| Date | Important resolution | Resolution and implementation |
The Implementation of the Corporate Governance
The board of directors had been meeting for 6 times (A) in 2021.
Title | Name | Actual attended seats(B) | Entrusted Seats | The ratio of actual attended seats(B/A) | Remark |
Chairman of the board of directors | Representative of ICT- Lanto Limited,Tsai, Chen-Lung | 6 | 0 | 100% | Re-election date: June 26, 2019, continue in office |
Director | Representative of ICT- Lanto Limited,Yeh,Yi-Ling | 3 | 0 | 50% | Re-election date: June 26, 2019, continue in office |
Director | Representative of ICT- Lanto Limited,Shen, Chun-Hsi | 6 | 0 | 100% | Newly appointed on Sept. 6, 2019. |
Director | Representative of ICT- Lanto Limited, Huang, Chao-Jen | 5 | 0 | 83.3% | Re-election date: June 26, 2019, new in office |
Director | Fan, Kuo-Chi | 4 | 0 | 66.6% | Re-election date: June 26, 2019, continue in office |
Independent director | Chan, Ho-Po | 4 | 2 | 66.6% | Re-election date: June 26, 2019, new in office |
Independent director | Chung, Ding-Chun | 5 | 1 | 83.3% | Re-election date: June 26, 2019, new in office |
Other matters shall be recorded:
- The operation of the board of directors occur following circumstances:
1.1 The 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 29, 2021 | 10th of Session 13 | 1. Pass the bank finance credit case. 2. Pass the case of compensation distribution for employees, directors and supervisors in 2020. 3. Pass the case of discussion on 2020 Business Report and Financial Statement. 4. Pass the case of earnings distribution in 2020. 5. Pass the case of revision of the Company’s “Articles of Incorporation”. 6. Pass the case of cancellation of proceeding with cash capital increase and new shares issuance. 7. Pass the case of repurchase of the new issued shares of restricted stock awards. 8. Pass the case of the Internal Control System Declaration in 2020. 9. Pass the case of date convened and the cause convened of the shareholders meeting in 2021. | No objection | None |
May 10, 2021 | 11th of Session 13 | 1. Case of addition of endorsements and guarantees. 2. Repurchase the new issued shares of the issued restricted stock awards and intend to set up the base date of capital decrease. | No objection | None |
June 28, 2021 | 12th of Session 13 | 1. Case of change of place and time convened and the related matters of the shareholders meeting in 2021. | No objection | None |
August 11, 2021 | 13th of Session 13 | 1. Case of the matters related to the ex-dividend base date and the cash dividend distribution date for the earnings distribution in 2020. 2. Repurchase the new issued shares of restricted stock awards and propose the base date of capital decrease. | No objection | None |
November 10, 2021 | 14th of Session 13 | 1. Repurchase the new issued shares of restricted stock awards. 2. Case of exercise of conversion of the issued new shares of employee stock option certificate in 2018. 3. Name list, share number and issue date for the issuance of the employee stock option certificate. 4. Case of engaging in the forward foreign exchange transaction. | No objection | None |
Dec. 3, 2021 | 15th of Session 13 | 1. Repurchase the new issued shares of restricted stock awards and propose the base date of capital decrease. 2. Case of exercise of conversion of the new issued shares of employee stock option certificate in 2018. | No objection | None |
1.2 Expect 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: None.
- Execution Status of the Board of Directors’ Assessment:
Evaluation Cycle | Period | Range | Procedure | Content |
Once a Year | January 1, 2021 – December 31, 2021 | Evaluation of Board of directors’ performance | Board of directors’ self-assessment | 1. Improve the participation of the Company’s operation. 2. Enhance the determination quality of the Board of directors. 3. The composition and structure of the Board of directors. 4. Selection and continuous training of the directors. 5. Internal control. |
Once a year | January 1, 2021 – December 31, 2021 | Directors’ self-assessment | Directors’ self-assessment | 1. The control of the goal and tasks of the Company. 2. The acknowledgement of the duty of the directors. 3. The participation of the Company’s operation. 4. Internal relationship management and communication 5. The profession and continuous training of the directors. 6. Internal control. |
- 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:
- This Company has appointed two independent directors in accordance with Article 14-2 of the Securities and Exchange Act.
- The Company has set up the Remuneration Committee since 2001 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.
This Company has stipulated the rules of the performance evaluation for the Board of Directors, which will serve as a goal for the operation of the Board of Directors and each functional committee.
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:
Title | Name | Training Date | Organizer | Course Title | Training Hours |
Chairman of the Board of Directors | Tsai, Chen-Lung | 2022/07/28 | Taiwan Institute for Sustainable Energy | 2022 Net Zero and Sustainable Development Forum – Morning session | 2 Hours |
2022/07/28 | Taiwan Institute for Sustainable Energy | 2022 Net Zero and Sustainable Development Forum – Afternoon session. | 2 Hours | ||
2022/07/29 | Taiwan Institute for Sustainable Energy | 2022 Net Zero and Sustainable Development Forum – Day Two. | 3 Hours | ||
Director | Hsu, Chia-Te | 2022/10/11 | Securities and Futures Institute, SFI | Discussion on M&A Integration Issues in the Process of Enterprise Mergers and Acquisitions. | 3 Hours |
2022/10/12 | Securities and Futures Institute, SFI | 2022 Insider Equity Transaction Legal Compliance Publicity Explanation Session. | 3 Hours | ||
2022/10/18 | Securities and Futures Institute, SFI | M&A Practice Sharing – Focus on Hostile M&A. | 3 Hours | ||
2022/11/03 | Taiwan Corporate Governance Association , TCGA | How the board of directors supervises ESG risks and builds sustainable competitiveness of enterprises. | 3 Hours | ||
Director | Tsai, Chia-Wei | 2022/10/19 | Taiwan Corporate Governance Association , TCGA | The 18th (2022) Corporate Governance Summit Forum – Enhancing the Functions of Directors and Implementing Sustainable Corporate Governance. | 6 Hours |
Director | Shen, Chun-Hsi | 2022/03/09 | TAIWAN INSTITUTE OF DIRECTORS | Leadership Institute Forum Under the New Reality, Reboot – See Digital New Taiwan. | 3 Hours |
2022/05/27 | TAIWAN INSTITUTE OF DIRECTORS | The Great Future of China-U.S. Convergence, The Response of the Board of Directors. | 3 Hours | ||
Director | Shih, Jung-Hui | 2022/11/18 | Taiwan Corporate Governance Association , TCGA | Discussion on the Key Issues of Merger and Acquisition Integration in the Process of Enterprise Merger and Acquisition. | 3 Hours |
Independent Director | Chan, Ho-Po | 2022/11/03 | Taiwan Corporate Governance Association , TCGA | How the board of directors supervises ESG risks and builds sustainable competitiveness of enterprises | 3 Hours |
Independent Director | Chung, Ding-Chun | 2022/09/29 | Securities and Futures Institute, SFI | Supply Chain Information Security Threat Hunting – Opportunities for New Ventures in Taiwan | 3 Hours |
2022/10/11 | Securities and Futures Institute, SFI | Discussion on M&A Integration Issues in the Process of Enterprise Mergers and Acquisitions | 3 Hours | ||
2022/10/26 | Securities and Futures Institute, SFI | 2022 Insider Equity Transaction Legal Compliance Publicity Explanation Session | 3 Hours | ||
Independent Director | Lin, Jyun-Yi | 2022/05/19 | Securities and Futures Institute, SFI | Introduction and case analysis of short-term trading by company insiders | 3 Hours |
2022/08/10 | Taiwan Corporate Governance Association , TCGA | ESG-related legal issues that the board of directors should consider-also discussing corporate integrity management and insider trading prevention | 3 Hours |