Board of Directors
The company currently has nine directors, of which three are independent directors. Each director also has a professional background including law, accounting, industry, finance, marketing research and development, technology, operation management, professional skills and industry experience, etc. Implement the company’s “Code of Practice on Corporate Governance” to diversify the composition of the board of directors. Please refer to the company’s website rules and regulations for the company’s corporate governance code of practice. The directors selected by the company perform their duties in accordance with the requirements of relevant laws and regulations and the company’s articles of association, safeguard the rights and interests of the company and shareholders, and make prudential assessments and decisions on the company’s business strategies and policies, strengthen company performance, and protect shareholders’ rights and interests.
List of Directors
|Job Title||Name||Main economics (education)||Currently concurrently holding positions in the company and other companies|
|Chairman of the board||Chen Jiaxiong||Department of Economics, Chung Hsing University
General Manager of Lianyang Industry
Chairman of Juying Co., Ltd.
|Ruiyi Investment (shares)
Dongguan Xunde Electric
Representative of DXN Technology
|Director||Chen Kuiqian||Master of ISMA Centre, University of Reading, UK
Securities Researcher of Jianhong Securities Company
Yuanta Securities Company Securities Practitioners
|Xunde Industrial Meiya District Manager|
|Director||Xiao Chungui||Yongda Engineering College Electronics
Lead Electronics Engineer
Assistant Manager of American Thread Art Electronics Business
|General Manager of Xunde Industrial
General Manager of Dongguan Xunde Electric
|Director||Wu Shuhui||Department of Accounting, Fu Jen Catholic University
Dacheng Associates Accountant
|Dacheng United Accounting Firm
Director of Taichung Institute
|Director||Chen Weizhi||Department of Electronics, Mingzhi University of Science and Technology||None|
|Director||Cheng Xianren||Department of Electrical Engineering, National Taiwan University
Director of R&D Department of MAG Technology
Zhifu Company Video Business Headquarters
|System Electronics Industry (shares)
Senior Deputy General Manager
|Independent Director||Li Yingzhen||PhD in Electrical Engineering, National Taiwan University
General Manager of Shennao International Co., Ltd.
General Manager of Advantech
General Manager of Lunfei Computer
Senior Deputy General Manager/General Manager of Video Center
Wang An, Director of Computer Engineering
|Chairman of Jingda Optoelectronics Co., Ltd.
Vice Chairman of AAEON
|Independent Director||Wu Yanqiu||Department of Accounting, Providence University
Special Assistant to the Chairman of Qingsan Electronics
Dayun (shares) company accounting manager
Chief Financial Officer of Yaowen Electronics Co., Ltd.
Deputy General Manager of Tequn Electromechanical
|Long-term consultant of Yijia Biotechnology Co., Ltd.|
|Independent Director||Lin Kai||Master of Laws, National Chengchi University Law Institute
Judge of Taoyuan, Tainan, Pingtung District Court
Part-time lecturer at Central Police University, Kainan University, South Asia Institute of Technology
|Lawyer in charge of Haoyu Law Firm
Review Committee Member of the Legal Aid Foundation
Major resolutions of the board of directors
- 1090306 Board of Directors Resolutions
- 1090306 Board of Directors Resolutions-Announcement on Convening Regular Shareholders’ Meeting
- 1090306 Board of Directors Resolution-Earnings Distribution
- 1090325 Board of Directors Resolutions
- 1090325 Board of Directors Resolution-The sixth time to buy back shares
- 1090504 Board of Directors Resolutions
- 1090529 Board Resolutions
- 1090807 Board of Directors Resolutions
- 1091106 Board of Directors Resolutions
- 1091204 Board of Directors Resolutions
- 1090529 Board Resolutions
Communication between Independent Directors and Internal Auditors and Accountants
- The head of internal audit and independent directors communicate through meetings and audit committees. The head of internal audit reports to the independent directors at least once every quarter on the internal audit execution status of the company, and also provides written reports to the independent directors every month. In case of major abnormal incidents, a meeting can be convened at any time.
- The head of internal audit and the signing accountant also have periodic individual discussions with the independent directors to discuss financial reports, finance, business, and internal control matters.
Nomination and appointment of independent directors
- The company’s relevant regulations on independent directors in the company’s articles of association include the number of directors, the number of independent directors is three, and the candidate nomination system is adopted, and the shareholders’ meeting selects independent director candidates from the list of independent directors.
The nomination method shall be handled in accordance with Article 192 of the Company Law. The number of nominations shall not exceed the number of directors to be elected. The nominating shareholder should attach the nominee’s name, education, experience, a letter of undertaking to serve as a director after being elected, a statement of non-compliance with Article 30 of the Company Law, and other relevant supporting documents.
The company’s audit committee is set up to assist the board of directors in improving corporate governance performance. Its main considerations include: checking the company’s accounting system, the integrity of financial reporting procedures, judging the adequacy and appropriateness of internal control matters, reviewing the company’s financial statements, and auditing the company Established or revised internal control system, etc.
The Audit Committee holds regular meetings every quarter. Within its scope of authority, it may invite management, internal auditors, accountants appointed by the company or others to attend the meetings and provide relevant information.
The company consists of two independent directors and a person with industry experience, a total of three compensation committees, which meet at least once a quarter, and are responsible for formulating and regularly evaluating the company’s overall compensation and compensation policy;
Formulate and regularly (at least once a year) review the policies, systems, standards and structures of directors and managers’ performance evaluation and remuneration;
Regularly evaluate and review the remuneration of directors and managers, employee stock option plans and employee dividend plans or other employee incentive plans.
Purpose of internal audit
The purpose of implementing internal audits is to assist the board of directors and managers to check and review the deficiencies of the internal control system, measure the effectiveness and efficiency of operations, and provide timely improvement suggestions to ensure the continuous and effective implementation of the internal control system and to review and modify the internal control system.
Internal Audit Organization
The internal audit unit of the company is directly under the board of directors. The appointment and removal of the audit supervisor shall be approved by the board of directors. The staff of the internal audit unit includes one auditor and one audit assistant. The number of auditors will be adjusted based on actual status.
Operation of internal audit
The scope of audit includes all operations of the company and its subsidiaries.
In addition to reviewing the self-assessment results of the internal control system of each unit and subsidiary of the company, the internal audit unit also evaluates the control operations of the company’s internal control system for various operating activities to measure the effectiveness and compliance of the current internal control And impact. The frequency and content of each recurring audit are determined by laws and regulations and after risk assessment; other important procedures or special cases may be audited at any time or from time to time.
Auditors shall plan audit items and audit schedule based on risk assessment every year. After the board of directors approves the annual audit plan, auditors shall inspect the implementation of the company’s internal control operation and prepare an audit report after the inspection. The findings and recommendations in the audit report should be followed up periodically until the findings are improved to ensure that relevant departments have made improvements in time.