Members and Diversity of Board of Directors
Members of Board of Director
| Title | Name | Major education and work experience | |
|---|---|---|---|
| Chairman and general manager | Sung, Fu-Hsiang | Industrial Engineering Dept., National Taipei University of Technology Divisional Head, Kingston Technology Corporation Divisional Head, AST Computer Manager, Anpei Enterprise Co., Ltd. |
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| Vice Chairman | Sung, Wei-Jer | PhD degree, Department of Electrophysics, National Chiao Tung University Master degree, Department of Electrophysics, National Chiao Tung University Executive Assistant to the Chairman, Simplo Technology Co., Ltd. Manager, Administrative Department, United Microelectronics Corporation Post Doctoral Researcher, Lucent Bell Lab R&D Engineer, Advanced Epitaxy Technology Inc. |
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| Director | Bon Shin International Investment Co., Ltd. Representative:Kung, Wen-Li |
University of Pittsburgh, MBA Bachelor of Management Science, National Chiao Tung University Senior Associate Vice President, Hon Hai Precision Industry Co., Ltd. |
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| Independent Director | Chiu, Kuan-Hsun | Entrepreneur Management,National Cheng Chi University - Entrepreneurial Management Program MBA, The University of Queensland, Australia Executive Vice President, Yuanta Commercial Bank Co.,Ltd. CEO of Corporate Banking Business Group of Yuanta Commercial Bank Director of the International Financial Business Division and Head of the International Operations Department of Yuanta Commercial Bank Chairman, Yuanta Bank (Korea) Vice President, Consumer Finance Division, Standard Chartered Bank |
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| Independent Director | Chu, Chih-Hao | EMBA Master, National Taiwan University Master Degree, Electrical Engineering, National Taiwan University Bachelor Degree, Electrical Engineering, National Taiwan University Chief Innovation Officer, BioMed Taiwan Executive Vice President/Chief Technology Officer, GigaMedia Limited Director of Gamania Digital Director of Softstar Entertainment Inc. General Manager, Industrial Technology Investment Corporation Director and CFO, Taiwan Bio-Manufacturing Corporation Chairman, AZ Capital Limited Chairman, WK Associates LTD Director, General Manager and Partner, WK Innovation Ltd. Senior Associate Vice President, WK Venture Capital Co., Ltd. Manager, CHUNG-CHIA Venture Capital Co., Ltd. RD Director, EPSON TAIWAN TECHNOLOGY & TRADING LTD. |
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| Independent Director | Kao, Chih-Ting | EMBA, National Taiwan University Master Degree, Institute of Applied Mechanics, National Taiwan University Bachelor Degree, Civil Engineering, National Taiwan University Chairman, AZ Capital Limited Chairman, WK Associates LTD Director, General Manager and Partner, WK Innovation Ltd. Senior Associate Vice President, WK Venture Capital Co., Ltd. Manager, CHUNG-CHIA Venture Capital Co., Ltd. RD Director, EPSON TAIWAN TECHNOLOGY & TRADING LTD. |
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| Independent Director | Chen, Hsi-Chia | Doctor of Law, National Taiwan University Doctor of Law, Peking University Former member, Standing Committee of the ICC International Centre for ADR (International Chamber of Commerce) Chairperson, Taiwan Partner, Joint Head of China Offices, and Member of Asia Pacific Operations Committee at Pinsent Masons LLP |
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Diversity of Board of Directors
The company advocates and respects the policy of diversity of directors. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the company believes that diversity policy can improve the overall performance of the company. Board members are selected on a meritocracy basis and have diverse and complementary capabilities across industries, including basic components (e.g. Age, sex, nationality, etc.), and have industry experience and relevant skills respectively, and business judgment, operation management, leadership decision-making and crisis management. In order to strengthen the functions of the board of directors and achieve the ideal goal of corporate governance, article 20 of the Corporate Governance Code of the Company states that the board of directors shall possess the following capabilities as a whole: 1. Business judgment; 2. Accounting and financial analysis; 3. Crisis management ability 4. Crisis management capability 5. Industrial knowledge 6. International market view 7. Decision-making ability 8. Decision-making ability.
The Company's Board of Directors is nominated by a candidate system. In addition to assessing the academic and professional qualifications of each candidate, the nomination process adheres to the "Director Election Regulations," the "Corporate Governance Code of Conduct," and the "Articles of Association" to ensure the diversity and independence of the Board members.
(I) The specific management objectives and achievements of the Company's current Board of Directors diversity policy are as follows:
1. More than half of the independent directors are not allowed to serve more than three consecutive terms to maintain independence: Independent directors account for approximately 57% of the Company's Board of Directors (4/7), and half of the independent directors have not served more than three consecutive terms.
2. No more than one-third of the Board members also serve as managers of the Company, to achieve supervisory purposes.
3. The participation of members from different age groups is encouraged to bring diverse perspectives and experiences. The age range of Board members spans from 41 to 80 years old, promoting intergenerational exchange of ideas.
4. Board members possess diverse backgrounds, including PhDs in engineering, lawyers, academics in management, financial experts, and professionals in the management of the electronics and financial industries. 5. To achieve gender equality in the board of directors, approximately 14% of the company's directors are female (1/7).
(II) Board Independence:
1. The company's current board of directors consists of 7 directors, including 4 independent directors, representing approximately 57% of the board. One director is an employee, and half of the independent directors have not served more than three consecutive terms.
2. The company's independent directors maintain their independence within the scope of their professional duties and have no direct or indirect conflict of interest with the company. All independent directors comply with Article 3 of the "Regulations Governing the Establishment and Compliance of Independent Directors of Publicly Listed Companies."
3. None of the company's independent directors fall under the circumstances described in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. The company's board of directors is independent. For information regarding the directors' professional qualifications and experience, and the independence of the independent directors, please refer to the Annual Report of the Shareholders' Meeting.
(一)The specific management objectives and achievements of the company's current board members' diversity policy are as follows:
1.More than half of the independent directors shall not serve more than three consecutive terms to maintain their independence: Independent directors account for approximately 57% (4 out of 7) of the company's board members. Half of the independent directors have not served more than three consecutive terms.
2.Among the board members, the number of directors who also serve as managers of the company shall not exceed one-third of the total number of board seats, in order to achieve supervisory objectives.
3.Encourage participation from different age groups to bring diverse perspectives and experiences. The age range of board members spans from 41 to 80 years, facilitating the exchange of opinions across generations.
4.The board members have diverse backgrounds, including a Ph.D. in engineering, lawyers, scholars in management, financial experts, and professionals with management experience in the electronics industry and the financial sector.
5.To achieve gender equality in the composition of the board, the goal is to have at least one director of a different gender (i.e., a female director).
(二)Independence of the Board of Directors:
1. Currently, the company's board of directors consists of 7 members, including 4 independent directors, which accounts for approximately 57% of the board. One of the directors holds an employee position. Half of the independent directors have not served more than three consecutive terms.
2. The independent directors of the company maintain their independence in the execution of their business responsibilities and have no direct or indirect interests in the company. Each independent director meets the requirements set forth in Article 3 of the 'Regulations Governing the Establishment and Compliance of Independent Directors in Public Companies.
3. The independent directors of the company do not have any circumstances as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. The board of directors maintains its independence. For information regarding the professional qualifications and experience of the directors, as well as the independence of the independent directors, please refer to the annual report of the shareholders' meeting.
| Name | Basic information | Industry Experience | Profession Ability | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender |
Employee
Industry Experience Profession
|
Age | Battery Module | Operation and decision-making management ability |
Marketing and business promotion
|
Financial Management | Lawyer | Accountant | ||||
| 41-50 | 51-60 | 61-70 | 71-80 | ||||||||||
| Sung, Fu-Hsiang | Republic of China | Male | V | V | V | V | V | V | |||||
| Sung, Wei-Jer | Republic of China | Male | V | V | V | V | V | ||||||
| Bon Shin International Investment Co., Ltd. Representative: Kung, Wen-Li |
Republic of China | Male | V | V | V | V | V | ||||||
| Independent Director Chiu, Kuan-Hsun |
Republic of China | Male | V | V | V | V | V | ||||||
| Independent Director Chu, Chih-Hao |
Republic of China | Male | V | V | V | V | V | ||||||
| Independent Director Kao, Chih-Ting |
Republic of China | Male | V | V | V | V | V | ||||||
| Independent Director Chen, Hsi-Chia |
Republic of China | Female | V | V | V | V | V | V | |||||
Performance Evaluation of the Board of Directors and Functional Committees
The Company has established the "Board of Directors' Performance Evaluation Method" on August 13, 2020 . It stipulates that the Board should conduct at least one performance evaluation each year for the Board itself, individual directors, the Compensation Committee, and the Audit Committee. Internal evaluations should be conducted at the end of each fiscal year in accordance with these measures to assess the performance for that year.
The evaluation will be conducted by the Finance Department using an internal questionnaire. It will focus on four areas: the operation of the Board of Directors, the participation of directors, the functioning of the Compensation Committee, and the functioning of the Audit Committee. The evaluation will include assessments from directors regarding the operation of the Board, self-assessments by directors regarding their own participation, evaluations by Compensation Committee members regarding the functioning of the committee, and evaluations by Audit Committee members regarding the functioning of their committee.
The results of this performance evaluation will serve as a reference for the selection or nomination of directors and will also be used as a basis for determining the individual salary and compensation of directors and members of functional committees.
In March 2026, our company completed the performance evaluation of the Board of Directors, board members, the Compensation Committee, and the Audit Committee. On March 9, 2026, a board meeting was held to present the evaluation results and the directions for continuous improvement in the coming year. The execution status and evaluation results of the Board of Directors for the year 2025 are as follows:
| Frequency | Period | Scope | Method | Content |
|---|---|---|---|---|
| Once a year | January 1 to December 31, 2025 | All Board of Directors | Internal self-evaluation | Including participation in the operation of the Company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control. |
| Once a year | January 1 to December 31, 2025 | Individual Board members | Self-evaluation of the directors | Including alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control. |
| Once a year | January 1 to December 31, 2025 | Functional committees-Compensation Committee | Self-evaluation of the directors | Including participation level in company operations, understanding of the responsibilities of the Compensation Committee, quality of decision-making by the Compensation Committee, composition and member selection of the Compensation Committee, and internal control. |
| Once a year | January 1 to December 31, 2025 | Functional committees-Audit Committee | Self-evaluation of the directors | Including participation level in company operations, understanding of the responsibilities of the Audit Committee, quality of decision-making by the Audit Committee, composition and member selection of the Audit Committee, and internal control. |