The Board of Directors meets at least once a quarter to report on the operating performance of the Company's management and to decide on major operating policies and investment plans. It is the highest governance unit of the Company and the centre of major business decision-making, with responsibilities that include
a. Supervising business performance ;
b. Preventing conflicts of interest ;
c. Ensuring that the Company complies with all laws and regulations ;
d. Ensuring that the company complies with the resolutions of the shareholders' meeting ;
f. Ensuring that the company complies with the resolutions of the shareholders' meeting and maximising shareholders' rights.
According to the YOI’s Corporate Governance Best Practice Principles, the composition of the Board of Directors should take into account diversity and establish appropriate policies for diversity based on the operations, business model, and development needs. These policies should include, but not be limited to, two dimensions of standards:
(1) Basic conditions and values: Gender, age, nationality, and culture etc.
(2) Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experiences.
The Board of Directors of YOI is composed of seven external directors, including three independent directors. There are no spousal or immediate family relationships within the Board of Directors. The proportion of independent directors is 43%. Wan-Ting Yuan and Chin-Do Lai have served fewer than nine years. Hsiang-Hsun Wu, now in his fourth term, offers valuable insights with his expertise in business innovation, startup investments and strategies. Two directors are between the ages of 61 and 70, two directors are between the ages of 51 and 60, and three directors are under 50 years old. The average age of all directors is approximately 54 years old. Moreover, there are two female directors among the seven directors currently, representing a ratio of 29%, which hasn’t reach one-third of the board seats. In order to emphasize gender equality in the composition of the Board of Directors, the company will evaluate the feasibility of adding female independent directors to achieve the goal of gender diversity on the board of directors.
To achieve the goal of diversifying the professional areas of the Board of Directors, our board members come from different professional fields such as technology, finance, education, and management. Directors Sarah Lin, Ken Wang, and Miranda Wang possess professional skills in management, leadership decision-making, and knowledge of the optoelectronics industry. Director Ker-Jev Huang possesses professional skills and knowledge of the optoelectronics industry. Independent Director Hsiang-Hsun Wu comes from academia and has practical experience in financial investment and management. Independent Directors Wan-Ting Yuan and Chin-Do Lai possess practical experience in management and leadership decision-making, providing valuable insights into our company’s operational planning.
| Title | Name | Gender | Age | Major Educational Background and Job Experience | ||
|---|---|---|---|---|---|---|
| Chairman | Coretronic Corporation Legal Representative: Sarah Lin | Female | 61-70 | Bachelor of International Business, National Chengchi University President,Coretronic Corporation | ||
| Director | Coretronic Corporation Legal Representative: Ken Wang | male | 51-60 | Master of Electronic and Computer Engineering, National Taiwan University of Science and Technology Executive Vice President, Coretronic Corporation | ||
| Director | Coretronic Corporation Legal Representative: Miranda Wang | Female | 41-50 | Bachelor of Business Administration, National Cheng Kung University Vice President, Coretronic Corporation | ||
| Director | Ker-Jev Huang | Male | 61-70 | PhD of Power Mechanical Engineering, National Tsing Hua University Team Leader of Materials and Electro-Optics, National Chung Shan Institute of Science and Technology | ||
| Independent Director | Hsiang-Hsun Wu | Male | 41-50 | PhD of International Business, National Taiwan University Assistant Professor, College of Management, Yuan Ze University | ||
| Independent Director | Wan-Ting Yuan | Male | 41-50 | Master of Guanghua School of Management EMBA, Peking University Chairman, Aces Electronics Co., Ltd. | ||
| Independent Director | Chin-Do Lai | Male | 51-60 | Master of Institute of Computer and Communications Engineering, National Taipei University of Technology CEO, GranDen Corp. | ||
| Remarks: Based on the requirement specified in Article 17 of the Company’s Articles of Incorporation, election of Directors shall be conducted in accordance with the candidate nomination system, Directors shall be elected in the Shareholders Meeting from the Director candidate list. The tenure of newly elected Directors shall commence from June 19, 2024 and expire on June 18, 2027. | ||||||
The Company has established the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation" and the "Board of Directors' Performance Evaluation Method", and conducts performance evaluations at the end of each fiscal year. The evaluation targets and performance evaluations are the performance of the Board of Directors, the performance of the members of the Board of Directors (self or peer group), and the performance of the Functional Committees. In addition, the attendance rate at board meetings is an important item in the performance evaluation of individual directors. A director with a certain participation rate or above is entitled to receive full compensation, while a director with less than a certain participation rate receives half of his or her compensation.
The actual attendance rate of all directors was 93%, and the total number of hours spent on training was 53 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
The performance and annual compensation of the directors for fiscal year 2025 are expected to be reported to the Compensation Committee in the near future.
The actual attendance rate of all directors was 98%, and the total number of hours spent on training was 60 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
Report on the performance of the directors for the fiscal year 113 and their annual compensation at the 2th meeting of the 6th Salary and Compensation Committee (114/04/25).
The actual attendance rate of all directors was 100%, and the total number of hours spent on training was 51 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
Report on the performance of the directors for the fiscal year 112 and their annual compensation at the 6th meeting of the 5th Salary and Compensation Committee (113/04/25).
The actual attendance rate of all directors was 96%, and the total number of hours spent on training was 47 hours.
The actual attendance rate of individual directors also complied with the attendance rate standards set forth in the "Compensation Policies and Systems for Directors and Managers and Performance Evaluation".
Report on the performance of the directors for the fiscal year 111 and their annual compensation at the 4th meeting of the 5th Salary and Compensation Committee (112/04/24).