Corporate Governance

Operation of Corporate Governance Unit

The board of directors of the Company has approved Chi-Yeh Hsu, the assistant vice president of finance department, as the chief corporate governance officer, to protect the rights and interests of shareholders and strengthen the powers of the board of directors. A.V.P. Hsu has more than three years of management experience in finance and shareholder affairs of public companies. Her main duties are to provide the information required by the directors to carry out their duties, assist the directors to follow the laws and regulations, and handle matters related to the board of directors and shareholders’ meeting in accordance with the law.

I. The 2020 business execution about corporate governance is as follows:

1.1.1 Notify board members of the latest laws and regulations regarding the Company’s business areas and corporate governance.
1.1.2 Provide the Company’s information required by directors to maintain smooth communication between directors and department heads.
1.1.3 When the independent directors need to know the Company’s finance or operational actions, she assists in arranging meetings between independent directors and chief internal audit officer or CPAs.
1.1.4 Assisting directors (including independent directors) in arranging refresher courses for them.
1.2 Assisting the procedures and resolutions of the Board meetings and shareholders’ meetings are in compliance with laws:
1.2.1 Report to the board of directors, independent directors or the audit committee on the Company’s corporate governance operations, confirming that the Company’s shareholders’ meeting and board meeting are in compliance with relevant laws and regulations and the corporate governance best-practice principles.
1.2.2 Assist and remind the directors of the rules that should be followed when performing their duties or making a formal resolution of the board of directors, and make suggestions when the board of directors will make an illegal resolution.
1.2.3 After the Board meeting, check the announcement of material information regarding important resolutions, ensure the legality and correctness of the content of the material information, so as to ensure equality of the investor’s trading information.
1.3 Maintain investor relations: Arrange for directors to communicate with major shareholders, institutional investors or general shareholders as needed, so that investors can obtain sufficient information to evaluate the Company’s reasonable capital market value.
1.4 Prepare the agenda of the board of directors and provide the meeting materials to the directors 7 days before the meeting. Notify beforehand if the director is involved self-interest on an agenda item and send the meeting minute within 20 days after the meeting.
1.5 Conduct the pre-registration of the date of the shareholders’ meeting in accordance with laws, make the notice, handbook and minute of the meeting within the statutory time limit. Handle the alteration registration after the amendment of the Articles of Incorporation or the re-election of the directors.

II. Education/Training of chief corporate governance officer in 2020

Name Date Host by Training/ Speech Title Duration
Chi-Yeh Hsu 2020/9/4 Securities and Futures Institute Discussion on the Remuneration of Employees and Directors – Starting from the Amendment of Article 14 of the Securities and Exchange Act 3 hours
Chi-Yeh Hsu 2020/9/15 Securities and Futures Institute Analysis and Practice of International Tax Trends under the New Corporate Governance Blueprint 3 hours
Chi-Yeh Hsu 2020/9/24 Securities and Futures Institute Discussion on the Planning of Share Ownership and the Attack and Defense Strategy of the Board of Directors and the Shareholders’ Meetings from Recent Cases of Competition for Management Rights 3 hours
Chi-Yeh Hsu 2020/10/16 TWSE & Taipei Exchange 2020 Corporate Governance and Anti-Corruption Seminars 3 hours
Chi-Yeh Hsu 2020/10/23 Taiwan Corporate Governance Association Forum on Responsibility of Directors and Supervisors and Risk Management 3 hours
Total 15 hours

Board of Directors

Seven directors (including three independent directors) had been elected at the shareholders’ meeting on June 25, 2019. At present, there is a vacancy of 2 directors (including 1 independent director). The information of each director is as follows:

Title Name Education Experience Position
Chairman Qiming Technologies Holding Limited Representative: Shiou-Yuh Liaw Master of Laws, National Taiwan University – Director of Liaw & Associates
Director Jen-Yeong Yu Bachelor of Economics, National Chung Hsing University Assistant Vice President of CTBC Bank Co., Ltd. Chairman of Goodwin Business Services (Shanghai) Co., Ltd.
Director Hui Yi Asset Management Consultant Ltd Appointed representative: Yu-Hong Lu Bachelor of Applied English, Yu Da University of Science and Technology – Chairman of F and T Co., Ltd.
Independent Director Mao-Wei Hung Ph.D., Finance, Northwestern University, USA Dean of College of Management, National Taiwan University Professor of International Business, National Taiwan University
Independent Director Wei-Chyun Yan Master of Business Administration, City University of New York Finance Assistant Vice President of Hanyang International Industrial Co., Ltd. Senior Vice President of AAEON Technology Inc. G.M. of Atech Oem Inc.

Functional Committees

I.Audit Committee

The main function of the Audit Committee is to assist the board of directors in the performance of its oversight of the Company’s quality and integrity in the execution of accounting, internal audit, the financial reporting process and financial controls. The Audit Committee review items include: financial statements, audit/accounting policies and procedures, internal control system, asset transactions or derivatives trading of a material nature, loans of funds, endorsements, or provision of guarantees of a material nature, the offering or issuance of securities, regulations compliance, matters in which a director or a manager is an interested party or if there’s any possible conflicts of interest, the hiring or dismissal of a certified public accountant, or their compensation, the appointment or discharge of a financial, accounting, or internal audit officer, etc.
The Company has established an audit committee composed of all independent directors with accounting or financial expertise.
The Audit Committee shall have the authority to conduct any appropriate audit and investigation in accordance with the articles of association for the purpose of performing its duties and shall have direct communication with the Company’s internal auditors, CPAs and all employees. The Committee also has the authority to retain the service of an attorney, CPA, or other professionals to assist in the performance of its functions.
The Audit Committee shall convene at least once quarterly. Please refer to our annual report and market observation post system (MOPS) for details of the meeting and the attendance rate of each member.

II. Remuneration Committee

The main function of the Remuneration Committee is to assist the board of directors in implementing and evaluating the Company’s overall compensation and benefits policy, as well as the remuneration of directors and managers.
The Company has established a remuneration committee composed of all independent directors.
The Committee may resolve to retain the service of an attorney, CPA, or other professional to conduct a necessary audit or to provide advice on matters relating to the exercise of the Committee’s powers.
Meetings of the Remuneration Committee shall be held at least two times a year. Please refer to our annual report and market observation post system (MOPS) for details of the meeting and the attendance rate of each member.

III. Members of Functional Committees

Name/Title Audit Committee Remuneration Committee
Mao-Wei Hung/ Independent Director V V (Chairman)
Wei-Chyun Yan/ Independent Director V V
(Vacancy)

Professional Qualifications and Independence Analysis of Independent Directors

Communication between Independent Directors, the Chief Internal Auditor and CPAs

I.Communication between independent directors and the chief internal auditor

1.1 Before the end of each fiscal year, the next annual audit plan is approved by the audit committee and then approved by the board of directors.
1.2 The internal audit chief officer will send the audit and follow-up reports to independent directors via E-mail every month after submitting those reports to the chairman. If the independent directors have any questions or instructions after review, they shall ask or inform the internal audit chief officer. In addition, the internal audit chief officer communicates with the independent directors face to face every quarter and reply to their inquiries.
1.3 The internal audit chief officer attended the audit committee and the board of directors to present the audit report, the independent directors stays on top of the internal audit status of the Company at all times.

II. Summary of previous communication between independent directors and the chief internal auditor

Date Report Items
March 27, 2020 Report on the implementation of the audit plan from December 2019 to February 2020.
May 13, 2020 Report on the implementation of the audit plan from March to April 2020.
August 12, 2020 Report on the implementation of the audit plan from May to July 2020.
November 11, 2020 Report on the implementation of the audit plan from August to September 2020.
December 11, 2020 Report on the implementation of the audit plan in October 2020.
December 29, 2020 Report on the implementation of the audit plan in November 2020.

III. The meeting between the independent directors and CPAs was held on December 29, 2020.

CPAs reported to the independent directors on the scope and method of auditing the Company’s financial statements, the laws update, and the method of auditing overseas subsidiaries’ financial statements, then fully communicated with the independent directors.

Date Items
December 29, 2020 1. CPAs explained the scope and method of auditing the Company’s financial statements, including the identifying significant risks and key audit matters. 2. CPAs explained the laws update and the method of auditing overseas subsidiaries’ financial statements.

2. CPAs explained the update of the law.

Date Items
April 10, 2019 1. Discussed on reviewing 2019 first quarter financial statements.
May 8, 2019 1. Discussed on reviewing 2019 first quarter financial statements.
December 30, 2019 1. CPAs explained the scope and method of auditing the Company’s financial statements, including the identifying significant risks and key audit matters, and discussing and communicating with independent directors. 2. CPAs explained the update of the law.

Internal Audit

The Company shall set up an internal audit unit subordinated to the board of directors, and shall appoint internal auditors according to relevant laws and regulations, the business condition, management needs, and scale of the Company. The internal audit unit shall carry out its work according to the audit plan and report regularly to independent directors, the audit committee and the board of directors.

The appointment and dismissal of internal auditors of the Company has been stipulated in the internal audit implementation rules. Except for the appointment and dismissal of chief internal auditor, which is agreed by the audit committee and approved by the board of directors, the appointment, dismissal, evaluation and review, salary and compensation of internal auditors shall be submitted to the board chairman for approval.

Major Shareholders

As of April 26, 2020

Name Total Shares Owned Holding Percentage (%)
Qiming Technologies Holding Limited 9,422,000 20.58
Herbert Chang 2,951,412 6.45
Ming-Lung Li 2,559,968 5.59
Ming-Tsung Lee 2,391,556 5.22
Ming-Hsia Li 2,282,968 4.99
LGT Bank Ag 1,650,000 3.60
Yi-Hsin Lin 1,512,820 3.30
Li-Yun Tsai 1,276,115 2.79
Kingmax Semiconductor Inc. 1,232,000 2.69
Ching-Lin Lee 1,145,000 2.50

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