There are a total of nine directors (including three independent directors) on the Company’s 12th board of directors. Each term lasts three years.

 

To strengthen the functions of the board of directors,an Audit Committee and the Remuneration Committee have been established.

 

The term of office of the current members: From May 30, 2024 to May 29, 2027.

 

TitleNameMain Experience (Education)
Chairman Gao Shangwei

 

  • Manager of TECO Electric & Machinery Co., Ltd.
  • Chairman and General Manager of Tungjit Information Service Co., Ltd.
  • Graduate Institute of Management, National Taiwan University of Science and Technology
Director Qiu Chunzhi

 

  • Chairman of TECO Electric & Machinery Co., Ltd.
  • MBA from the University of Michigan
Director Liu Anbing

 

  • Director of the Office of Business Performance Management, concurrently Director of Management Accounting, TECO Electric & Machinery Co., Ltd.
  • Graduate Institute of Industrial Management, National Taiwan University of Science and Technology
Director

Peng Jizeng

 

  • General Manager of the Air Conditioning and Smart Living Business Group, TECO Electric & Machinery Co., Ltd.
  • Master's in Telecommunication Engineering from the University of Pittsburgh
Director Li Shaotang

 

  • Independent Director of FSP Group
  • Director of Wistron ITS
  • Bachelor's in International Trade from Tamkang University
Director Zhan Wennan

 

  • Director of Industrial Technology Research Institute
  • Chairman of Taiwan Asia-Pacific Industry Analysis Association
  • Ph.D. from the Graduate Institute of Management, National Central University
Independent Director Lin Wanying

 

  • Associate Professor, Department of Accounting, National Chengchi University
  • Independent Director of Lichang Electronic Enterprises Co., Ltd.
  • Ph.D. in Accounting from Boston University
Independent Director Chen Zhenggang

 

  • Ph.D. in Industrial and Manufacturing Systems Engineering from Iowa State University
  • Professor, Department of Information Management, National Taiwan University of Science and Technology
  • Dean of the College of Management, Chair of the Department of Information Management, and Director of the Graduate Institute of Technology Management at NTUST
Independent Director Fan Zhengqiang

 

  • Visiting Professor, Department of Information Management, Chung Yuan Christian University
  • National Sun Yat-sen University, Department of Information Management
  • Visiting Associate Professor and Department Chair
  • Ph.D. from the Anderson School of Management, UCLA
Independent Director

Chen Hongjie

 

  • Lead Attorney, Liuhe Law Firm
  • Independent Director of Aether Entertainment Co., Ltd.
  • Master's in Law from National Taipei University

 

Board diversity

The Company implements the board diversity policy. Members of the board of directors generally possess the knowledge, skills, and competence necessary to perform their duties. To strengthen the functions of the board of directors and achieve the ideal goal of corporate governance, Corporate Governance Best Practice Principles has specified a diversity policy that directors concurrently serving as the Company’s managers shall not exceed one third of the total number of directors, and the policy will be updated as per the board operations, operating models, and development needs, including but not limited to the following standards in two aspects:

 

I. Basic conditions and values: Gender, age, nationality, culture, etc.

 

II. Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

 

The current Board of Directors is composed of 9 directors. The specific management goals and achievements of the board's diversity policy are as follows:

Specific Management Goals for Diversity Achievements
Directors who are also company managers should not exceed one-third of the board seats Achieved
The board should include at least one female director Achieved
The number of independent directors should not be less than one-third of the board seats Achieved
Independent directors should not serve more than three consecutive terms Achieved

 

The current board members' diversity policy and implementation are as follows:

 

 

board of directors en

 

The 13th Board of Directors of the company consists of 9 members (including 3 independent directors). Each term is 3 years, and members may be re-elected for consecutive terms. All independent directors have not served more than 3 consecutive terms. All board members are of domestic nationality. The composition is as follows: 3 independent directors (33%); 1 director with employee status (11%); and 2 female directors (22%).

 

Independence of the board

The Company has checked the relevant information and declarations when the director and independent director candidates were nominated, and it has been confirmed that no directors are spouses or relatives within the second degree of kinship of one another.

 

In accordance with Article 192-1 of the Company Act, on March 12, 2024, the company announced and specified the acceptance and selection process for the nomination of independent directors. Shareholders holding more than 1% of the company's total issued shares may submit a list of independent director candidates to the company in writing. The number of independent directors to be elected this term is 3. If the number of nominees exceeds the number of independent directors to be elected or if the nominated candidates do not meet the legal qualifications, they will not be included in the list of candidates. Shareholders who wish to nominate independent directors are requested to submit the nominee's name, educational background, experience, a letter of commitment to serve as a director if elected, a declaration of no circumstances as stipulated in Article 30 of the Company Act, and other relevant supporting documents between March 22, 2024, and April 1, 2024.

 

On February 21, 2024, the company's Board of Directors reviewed the three candidates for independent director. Their educational background, experience, and professional qualifications all meet the requirements of Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" as well as the provisions of Article 192-1, Paragraph 4 of the Company Act. The Board approved the nomination of Ms. Lin Wanying, Mr. Fan Zhengqiang, and Mr. Chen Hongjie as candidates for independent director of the company. The election of the company's independent directors follows a nomination system, with the candidates' list and their qualifications as follows:

 

NameSharesEducationExperienceCurrent Position
Lin Wanying 0 shares Ph.D. in Accounting, Boston University, USA Adjunct Associate Professor, Department of Accounting, National Chengchi University Adjunct Associate Professor, Department of Accounting, National Chengchi University
Fan Zhengqiang 0 shares Ph.D. in Management, University of California, Los Angeles, USA Visiting Associate Professor and Department Head, Department of Information Management, National Sun Yat-sen University; Director of the Computer Center, National Central University Visiting Professor, Department of Information Management, Chung Yuan Christian University
Chen Hongjie 0 shares Master of Laws, National Taipei University Member, Commercial Law Committee, Taipei Bar Association; Deputy Secretary General, Taiwan Trust Association; Executive Secretary, Xiangyang Public Welfare Foundation

Managing Lawyer, Liuhe Law Firm