Diverse Board of Directors Members

In accordance with the Company's "Code of Corporate Governance Practices," the composition of the Board of Directors should consider diversity and formulate an appropriate diversity policy for its own operations, business model, and development needs, which should include, but not be limited to, the following two major criteria:

- Basic qualifications and values: gender, age, nationality and culture.

- Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience.

The Company's Board of Directors consists of seven directors (including three independent directors), including six outside directors and one employee director. The seven directors are not related to each other within the meaning of spouse or consanguineous within the meaning of consanguineous within the meaning of consanguineous within the meaning of spouse or consanguineous within the meaning of consanguineous within the meaning of second degree of consanguinity. The percentage of independent directors is 43%, and the term of office of each independent director does not exceed 9 years. 1 director is between 61 and 70 years old, 4 directors are between 51 and 60 years old, 2 directors are under 50 years old, and the average age of all directors is approximately 53 years old. In addition, in order to emphasize gender equality in the composition of the Board of Directors, the target ratio of female directors is set at 14% or more, and currently there are two female directors out of seven, a ratio of 29%.

 

In order to realize the goal of diversifying the professional fields of the Board of Directors, the members of the Board of Directors of the Company come from different professional fields such as science and technology, finance, accounting, law, education, academia and management, etc. The three directors, Sarah Lin, Sara Lin and Ken Wang , have professional abilities in operation and management, leadership decision-making, and knowledge of the optoelectronic industry; the director, Hsu Chih-Hung, has professional abilities in law, operation and management, leadership decision-making, and knowledge of the optoelectronic industry; and the independent director, Independent Director Hsiang-Hsun Wu comes from academia and has practical experience in investment and management; Independent Director Chih-Hun Huang is an accountant and works as a lecturer at the IRTC Business Manager Training Center, and possesses professional abilities in finance and accounting as well as business management; Independent Director Wan-Ting Yuan possesses practical experience in business management and leadership decision-making, which is helpful to the 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: Sara Lin
Female 51-60 MBA of Johnson & Wales University
Executive Vice 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
President,Nano Precision Taiwan Limited
Director Jyh-Horng Shyu Male 51-60 Master of College of Law, National Taiwan University
President,Young Optics Inc.
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 Chih-Hun Huang Male 41-50 Master of Accountancy, National Cheng Kung University
Chairman and Financial Manager ,
Habitz Medtech Co., Ltd.
Independent Director Wan-Ting Yuan Male 51-60 Master of Guanghua School of Management EMBA, Peking University
Chairman, Aces Electronics Co., Ltd.
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 July 15, 2021 and expire on July  14, 2024.

Board of Directors Performance Evaluation

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 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".
The performance and annual compensation of the directors for fiscal year 2023 are expected to be reported to the Compensation Committee in the near future.

Major Board of Directors Resolutions 2023

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).

Major Board of Directors Resolutions 2022
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