Information of Directors and Supervisors
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, and 8. decision-making ability.
At present, there are 7 current members in the Board of Directors, including 2 independent directors, representing 29%, as well as 2 directors who are the employees, accounting for 29%. 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 14%. 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 resolution of the board of directors
Title | Name | The main meridian | Currently Serving as Company and Other Companies |
Chairman of the Board of Directors | Hong Kong Lian Tao Electronics Co., Ltd 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、Space Speed Technology Ltd. Director, Chairman of the Board of Directors of Speedtech(LS-ICT)Co., Ltd., Legal representative of Luxshare-ICT, Inc, Legal representative of Leader Precision Industry Co., Ltd. In Dongguan, Director of Luxshare Precision Accessory (Kunshan) Ltd, Chairman of TOYOSHIMA CORP. (M) SDN.BHD., Director of Castle Rock, Inc. & President of Tai Chiao Investment Corp. |
Director | Hong Kong Lian Tao Electronics Co., Ltd Representative: Yeh,Yi-Ling | Department of Accounting, Soochow University. Senior Auditor, Audit Department, PwC Chief Financial Officer of Luxshare-ICT Co., Ltd | Director of Taiwan Luxshare-Ict Co., Ltd. Chief Strategy Officer of Taiwan Luxshare-Ict Co., Ltd |
Director | Hong Kong Lian Tao Electronics Co., Ltd Representative: Shen, Chun-Hsi | Department of Accounting, Soochow University. Senior Auditor, Audit Department, PwC Chief Financial Officer of Luxshare-ICT Co., Ltd | Special Assistant of Speedtech Co., Ltd.’s Chairman. Director of Reel Mask Industry Co., Ltd. |
Director | Hong Kong Lian Tao Electronics Co., Ltd Representative: Huang, Chao-Jen | Master of Law of Northwestern University General Counsel of Elite Computer Co., Ltd. | General Counsel of Taiwan Luxshare-Ict Co., Ltd. |
Director | Fan, Kuo-Chi | Grand Canyon University MBA | Marketing & Sales director of Luxshare Precision Industry Co., LTD. |
Independent Director | Chan, He-Bo | Master of Chinese Culture University in Department of Business Administration Assistant manager of Liteon Technology Corporation | Chairman of Kwong Lung Corporation |
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 Lfe Corporation, Supervisor of Optima Corporation, Director of Transwell Biotech Corporation |
Supervisor | ASUS INVESTMENT CO., LTD. Representative: Lin, Chiu-Tan | Master of Business Research Institute, Tunghai University. ASUS Computer Deputy Investment Manager. | Deputy Chief Operating Officer and Deputy General Manager of Pegatron, Chairman of the board of directors of Starlink Electronics Corp, Supervisor of Powtek (Shanghai) Co., Ltd., Supervisor of Digitek (Chongqing) Ltd, Chairman of PEGATRON TECHNOLOGY SERVICE INC., Director of PEGATRON Czech s.r.o, Director of Pegatron Technology India Private Limited |
Supervisor | 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.. |
Supervisor | 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. |
Date | Important resolution | Resolution and implementation |
2021.12.03 | 1. Through the bank financing credit case. 2. Approved the case of establishing a new subsidiary in Kaohsiung Plant. 3. Set the base date for capital reduction by repurchasing shares that have issued new shares with restricted employee rights. 4. The issuance of new shares through the exercise and conversion of employee stock option certificates in 2018. | All proposals for discussion were passed without objection from the directors present. |
2021.11.10 | 1. Through the bank financing credit case. 2. Passed the 2022 annual audit plan. 3. Passed the 2022-year certified accountant’s appointment and evaluation of the accountant’s independence and suitability case. 4. Through the repurchase of new shares that have been issued to restrict employee rights. 5. The issuance of new shares through the exercise and conversion of employee stock option certificates in 2018. 6. Review and approve various proposals for implementation through the Remuneration Committee. 7. The number of shares on the stock option list issued through employee stock option certificates and the date of issue. 8. Engage in forward foreign exchange transactions through the company. | All proposals for discussion were passed without objection from the directors present. |
2021.08.11 | 1. Through the bank financing credit case. 2. Approved the ex-dividend base date and cash dividend distribution date for 2010 earnings distribution. 3. Set the base date for capital reduction by repurchasing shares that have issued new shares with restricted employee rights. | All proposals for discussion were passed without objection from the directors present. |
2021.06.28 | 1. Through the bank financing credit case. 2. Changes to the venue, time and related matters of the 110th Annual General Meeting of Shareholders. | All proposals for discussion were passed without objection from the directors present. |
2021.05.10 | 1. The new case is guaranteed by endorsement. 2. Set the base date for capital reduction by repurchasing shares that have issued new shares with restricted employee rights. | All proposals for discussion were passed without objection from the directors present. |
2021.03.29 | 1. Through the bank financing credit case. 2. Approved the 2020 annual employee, director and supervisor remuneration distribution plan. 3. Approved the 2020 annual business report and financial statement. 4. Approved the 2020-year surplus distribution plan. 5. The proposal to amend the “Articles of Association” was approved. 6. The case of issuing new shares through the cancellation of cash capital increase. 7. Through the case of investing in Taihan Precision Technology Co., Ltd. 8. Set the base date for capital reduction by repurchasing shares that have issued new shares with restricted employee rights. 9. Approved the 2020 Annual Internal Control System Statement. 10. Approved the date and convening matters of the 110th Annual General Meeting of Shareholders. | All proposals for discussion were passed without objection from the directors present. |
2020.12.25 | Through the case of investing in Taiwan Bridge Investment Co., Ltd. | The discussion proposal was passed without objection from the directors present. |
2020.11.13 | 1. Through the bank financing credit case. 2. Pass the 110 annual audit plan. 3. Approved the 110 Annual Appointment of Certified Accountants and Evaluation of Accountants’ Independence and Competency Case. 4. Through the revision of the internal control system “Procedures of the Board of Directors”, “Organization Regulations of the Compensation Committee”, “Management Procedures for Transactions with Related Persons”, “Operation Procedures for Supervision and Management Control of Subsidiaries”, “Fund Loans to Others and Endorsement Guarantee” Management Procedures” and the addition of the “Management Procedures for Personal Data Protection”. 5. If the receivables of the company have not been recovered within 3 months of the normal credit period, the assessment is not of the nature of capital loans. 6. Repurchase the shares issued by the company that restrict the rights of employees, and set the base date for capital reduction. 7. Review and approve all proposals for implementation through the Remuneration Committee. 8. Engage in forward foreign exchange transactions through the company. 9. Through the handling of the 2010 cash capital increase issue of new shares and the issuance of the second domestic unsecured conversion of corporate bonds. | Except for the 7th case of legal person director representatives who avoided participating in the discussion and voting due to their interests, each discussion proposal was passed without any objection from the directors present. |
2020.09.22 | 1. Through the case of investing in Daiwei Technology Co., Ltd. 2. Through the investment in Cyber Acoustics (USA). | All proposals for discussion were passed without objection from the directors present. |
2020.08.31 | 1. Through the bank financing credit case. 2. Approved the revision of the “2020 Employee Stock Option Certificate Issuance and Share Subscription Measures”. 3. The reason for convening the first extraordinary general meeting of shareholders in 2019 was approved by the company. | All proposals for discussion were passed without objection from the directors present. |
2020.08.10 | 1. Through the bank financing credit case. 2. The new case is guaranteed by endorsement. 3. By revising the “Financial Statement Preparation Process Management Operations” case. 4. Issues related to the ex-dividend base date and cash dividend distribution date for the 2010 earnings distribution. 5. Repurchase the shares issued by the company that restrict the rights of employees, and set the base date for capital reduction. 6. The company issued the 2020-year employee stock option certificate at a lower price than the market price. | All proposals for discussion were passed without objection from the directors present. |
2020.05.08 | 1. Through the bank financing credit case. 2. Through the investment in Cyber Acoustics (USA). 3. Through the case of investing in Daiwei Technology Co., Ltd. 4. By investing in SMT process production line. | All proposals for discussion were passed without objection from the directors present. |
2020.03.20 | All proposals for discussion were passed without objection from the directors present. 1. Through the bank financing credit case. 2. Approved the 2019 annual employee, director and supervisor remuneration distribution plan. 3. Approved the 2019 annual business report and financial statement. 4. Approved the 2019 annual surplus distribution proposal. 5. Through the company’s cooperation in checking the internal rotation of the certified accounting firm, the case of replacing the accountant. 6. Passed the “Food and Waste Management Operation” plan for the production cycle. 7. The amendment to the “Seal Management Procedure” was approved. 8. Approved the 2019 Annual Internal Control System Statement. 9. Set the base date for capital reduction through the company’s repurchase of new shares that have restricted employees’ rights. 10. Approved the date and convening matters of the company’s 2020 annual general meeting of shareholders. | All proposals for discussion were passed without objection from the directors present. |
2019.11.01 | 1. Through the bank financing credit case. 2. Passed the 2020 annual audit plan. 3. Passed the 2020-year appointment of certified accountants and the evaluation of the independence and suitability of accountants. 4. Review and approve various proposals for implementation through the Compensation and Remuneration Committee. 5. Engage in forward foreign exchange transactions through the company. 6. Through the investment in Caldigit Holding (Cayman) case. | Except for the fourth case where the independent directors recused themselves from the discussion and voting due to their interests, all the discussion proposals were passed without any objection from the directors present. |
2019.10.02 | 1. Through the bank financing credit case. 2. Review and approve various proposals for implementation through the Compensation and Remuneration Committee. 3. By restricting the rights of employees to issue new shares. 4. The custodian of the seal used is guaranteed to change by endorsement. | Except for the 2nd and 3rd cases, the representatives of corporate directors avoided participating in the discussion and voting due to their interests, all the discussion proposals were passed without objection from the directors present. |
2019.08.12 | Approved the appointment of members of the 5th Salary and Remuneration Committee. | The discussion proposal was passed without objection from the directors present. |
2019.06.26 | 1. Approved the 13th chairman election proposal of the company. 2. Adopted the “Standard Operating Procedures for Handling Directors’ Requests”. | All proposals for discussion were passed without objection from the directors present. |
2019.05.20 | Through the nomination of independent director candidates. | The discussion proposal was passed without objection from the directors present. |
2019.05.16 | Through the investment in “Castle Rock Co., Ltd.”. | The discussion proposal was passed without objection from the directors present. |
2019.04.26 | 1. Through the bank financing credit case. 2. Through the appointment of the general manager of the company. 3. Through the nomination of candidates for independent directors. | All proposals for discussion were passed without objection from the directors present. |
2019.03.11 | 1. Through the bank financing credit case. 2. Through the 2018 annual employee, director and supervisor remuneration payment method. 3. Approved the 2017 annual business report and financial statements of the company. 4. Approved the 2017 earnings distribution proposal of the company. 5. By formulating the control operation plan of “computerized information processing cycle”. 6. Passed the “Food and Waste Management Operation” plan for the production cycle. 7. Approved the revision of the “Real estate, plant and equipment cycle” control operation plan. 8. The proposal to amend the “Articles of Association” was approved. 9. By revising the “procedures for the acquisition or disposal of assets” case. 10. Approved the 2018 Annual Internal Control System Statement. 11. Through the company through SPEEDTECH (HK) CO., LIMITED to invest in mainland subsidiary Luxshare Precision Components (Kunshan) Co., Ltd. to increase capital. 12. Through the investment in “Castle Rock Co., Ltd.”. 13. Through the company’s 1997 and 1998 private placement of ordinary shares, the company submitted an application to the competent authority for supplementary office development and OTC trading. 14. Apply to the competent authority through the company’s 102 annual private placement of ordinary shares for supplementary issuance and over-the-counter trading applications. 15. Through the re-election of the company’s directors and supervisors. 16. The case of lifting the restriction on non-compete behavior of newly appointed directors and their representatives. 17. Approved the date and convening matters of the company’s 2019 annual general meeting of shareholders. | Except for the 12th proposal, which was reserved for discussion at the next meeting with the consent of the directors present, the other proposals for discussion were passed without objection from the directors present. |
2018.11.09 | 1. Through the bank financing credit case. 2. Passed the 2019 annual audit plan. 3. Approved the 2019annual appointment of certified accountants and the evaluation of the independence and aptitude of accountants. 4. Engage in forward foreign exchange transactions through the company. | All proposals for discussion were passed without objection from the directors present. |
2018.10.19 | The number of shares on the stock option list issued through employee stock option certificates and the issue date. | The discussion proposal was passed without objection from the directors present. |
2018.08.13 | 1. Through the bank financing credit case. 2. The new case is guaranteed through the endorsement of the company. 3. Approved the revision of the “Measures for Issuance and Share Subscription of Employee Stock Option Certificates”. 4. By revising the control operation procedure of “R&D cycle”. 5. Through the company’s investment in Shenzhen Xuande Electronics Co., Ltd., a subsidiary in mainland China, through SPACE TECHNOLOGY LTD. | All proposals for discussion were passed without objection from the directors present. |
2018.05.08 | Approved the revision of the “Measures for Issuance and Subscription of Employee Stock Option Certificates”. | The discussion proposal was passed without objection from the directors present. |
2017.11.10 | 1. Recognition of bank financing credit cases. 2. Formulate the “property management procedure” case. 3. The proposal to amend the “Code of Procedures for the Board of Directors”. 4. Formulate the “Rules on the Scope of Responsibilities of Independent Directors”. 5. Set up the 2018 annual audit plan. 6. The case of the custodian of the seal guaranteeing the use of the endorsement. 7.2018 Appointment of Certified Public Accountants and Evaluation of Accountants’ Independence and Competency Case. | All matters recognized and discussed were passed without objection from the directors present. |
2017.08.07 | 1. Recognition of bank financing credit cases. 2. Endorsement guarantee new case. 3. Revise the “Bill Receipt Management Procedure”. | All matters recognized and discussed were passed without objection from the directors present. |
2017.07.07 | 1. Through SPEEDTECH (HK) CO., LIMITED to invest in Kunshan, mainland China. 2. The case of selling equipment to Luxshare Electronic Technology (Kunshan) Co., Ltd. 3. The appointment of the general manager. 4. Change of directors of subsidiaries. | All matters recognized and discussed were passed without objection from the directors present. |
2017.05.08 | 1. Discuss and amend some of the articles in the “Articles of Association”. 2. Discuss and revise the company’s “Acquisition or Disposal of Assets Handling Procedures” case. 3. By-election of the 12th Chairman of the Company. 4. The case of lifting the restriction on the non-competitive behavior of Cai Zhenlong, the representative of the company’s director. 5. Change the reason for the company to hold the 2017th Annual General Meeting of Shareholders. | All matters recognized and discussed were passed without objection from the directors present. |
2017.03.24 | 1. Recognition of bank financing credit cases. 2. The company’s 2016 annual business report and financial statements. 3. The company’s profit and loss appropriation in 2015. 4. The internal position adjustment of the accounting firm appointed by the company to change the accountant and evaluate the independence and suitability of the accountant. 5. The company is engaged in forward foreign exchange transactions. 6. Discuss and revise the case of the company and its subsidiaries “fund loan to others and endorsement guarantee management procedures”. 7. Discuss and revise the case of “Management Procedures for Prevention of Insider Trading”. 8. The company’s internal control system statement in 2015. 9. The date of the company’s 2017 annual general meeting of shareholders and the matters concerning the convening. | All matters recognized and discussed were passed without objection from the directors present. |
2016.11.11 | 1. Recognition of bank financing credit cases. 2. 2017 annual operating plan and budget. 3. The company has reviewed and approved various proposals for implementation by the Salary and Remuneration Committee. 4. Discuss and formulate the 2017 annual audit plan. 5. Discuss and formulate the “Stock Operations Management Procedure”. | All matters recognized and discussed were passed without objection from the directors present. |
2016.08.12 | 1. Recognition of bank financing credit cases. 2. The company’s endorsement guarantees a new case. 3. Discuss the appointment of members of the 4th Salary and Remuneration Committee of the company. 4. Issues related to allotment of special stock dividends owed in 1996 and 1997 and setting the ex-dividend base date for common stock distribution of cash dividends. 5. To formulate the performance evaluation method of the board of directors of the company. 6. Formulate the company’s “Certified Accountant Selection and Evaluation Method”. | All matters recognized and discussed were passed without objection from the directors present. |
2016.06.24 | Appointment of the company’s 12th chairman of the board. | Recognition and discussion matters were approved by the attending directors without objection |