Corporate Governance
- Members
- Board of Directors and Functional Committee Performance Evaluation
- Nominated and Elected
- Important Resolutions
- Integrity management
Membership list of the 9th Board of Directors |
Term of office:2021/7/8-2024/7/7 |
Position | Name | Mainly Education and Experience |
Chairman |
Jeffrey Lin | Macronix International Co., Ltd/Manager
National Tsing Hua University/Electrical Engineering
|
Director | Kioxia Corporation Representative:KOJIRO HATANAKA |
Senior Specialist |
Director | Kingston Technology Corporation Representative:Albert Yang |
Director of Kingston Flash Engineering Division |
Director | Tim Hu | Macronix International Co., Ltd/The Director Atronics International, Inc. /Director of R & D University of Missouri, Columbia, Master(EECS)Master |
Independent |
Ken Lin | CitibankTaipei Branch /Assistant Manager Hsbcinvestments/General manager National Taiwan University//Department of Political Science New York University, USA/MBA |
Independent |
Cheermore Huang |
Chairman and President, Chief Technology Officer
Furniture Commissioner, Xin Wang Technology Co., Ltd. Tsinghua Daigaku Institute of Electrical Engineering Research |
Independent |
James Hou | Tadashi Ohmori (head) Co., Ltd. President President Huya Net (Sho) Co., Ltd. National Tsing Hua University academic society |
[Policy and implementation of diversity of board members]
1. Board of Directors Diversity PolicyThe company has established a "director selection procedure", in which Article
2 stipulates that the directors of the company should generally possess the knowledge, skills and accomplishments necessary for
performing their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the
following capabilities:1. Operational judgment ability.2. Accounting and financial analysis capabilities.
3.Operation and management capabilities.
4.Crisis handling capabilities.
5. Industry knowledge.
6. International market outlook.
7. Leadership ability.
8. Decision-making ability.
2.Implementation of Diversification of Board of Directors
Diversified projects Name |
gender |
Operational judgment |
Accounting and financial analysis capabilities |
Management ability |
Crisis management |
Industry knowledge |
International market view |
leadership |
Decision-making capacity |
Jeffrey Lin |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Kioxia Corporation |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Tim Hu |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Kingston Technology Corporation |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Cheermore Huang |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Ken Lin |
male |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
James Hou |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Note: ○ means having some capabilities.
The company implements the annual self-evaluation of the internal performance of the Board of Directors and functional committees in accordance with the internally formulated [Regulations governing the performance evaluation of Board of Directors]. The scope of evaluation includes the overall operation of the meeting and functional committees and the self-assessment of all Directors.
The report on the 2022 performance evaluation of the Board of Directors and functional committees was submitted to the Board of Directors
1.The Board of Directors shall perform management responsibilities in accordance with the norms of corporate
governance, and after sufficient discussion and communication, reach a resolution with the best interests of the
company in mind, and fulfill the duties of the Board of Directors. All Directors (including Independent Directors)
gave positive comments on the efficiency and effectiveness of the Board of Directors.
2.Under the power of the Audit Committee and the effective operation of corporate governance norms, all
Independent Directors gave positive comments on the efficiency and effectiveness of the Audit Committee's
operation.
3.Members of the Compensation Committee gave positive comments on the efficiency and effectiveness of the
Committee's operation, and most of them agreed that the functional committee has performed its due functions and complied with relevant laws and regulations.
Evaluation period: 2022.1.1 to 2022.12.31
|
|
|
|
|
1 |
Internal self-assessment of the Board of Directors |
overall Board of Directors |
Including the degree of participation in the |
The total score is 92 points. The evaluation result is still |
2 |
Directors' self-assessment |
individual Directors |
Including the alignment of the goals and missions of the Company, the awareness of the duties of a Director, the degree of participation in company operations, the management of the internal relationship and communication, the professionalism and continuing education of Directors, |
The average score is 93 points. The evaluation result is still a high score. The Directors of the Company have positive comments on the operation of various assessment indicators. |
3 |
Directors' self-assessment |
various functional committees |
Including the degree of participation in the company's |
The average score is 98 points. The evaluation result is still a high score. The functional committees of the Company are still operating well. |
Date | Download |
2023.12.30 | |
2023.12.21 | |
2023.11.02 | |
2023.08.03 | |
2023.05.04 | |
2023.02.23 | |
2022.12.22 | |
2022.11.03 | |
2022.08.04 | |
2022.05.05 | |
2022.03.03 | |
2021.12.16 | |
2021.11.04 | |
2021.08.18 | |
2021.08.10 |
Implementation of Integrity Management in 2023
1. To engage in business activities based on the principles of fairness, honesty, trustworthiness, and transparency. In order to implement the integrity management policy and actively prevent dishonest behaviors, the company has formulated the "Integrity Management Code".
2. The company has "work rules", in addition to clearly stipulating that all employees must be honest in their words and deeds, and must not accept bribes to prevent employees from harming the company's rights and interests due to their personal interests, there are also channels for communicating opinions with colleagues and procedures for handling complaints.
3. The company’s "Rules of Procedures of the Board of Directors" has a system for avoiding the interests of directors. If the proposals listed by the board of directors have an interest in the board of directors and the legal person they represent, which may harm the interests of the company, they may state their opinions and answer inquiries. Must not participate in discussion and voting, and should be avoided during discussion and voting, and may not act for other directors to exercise their voting rights.
4. The company's business units and purchasing units respectively conduct credit investigations on customers and manage the service quality of suppliers in accordance with internal operating procedures.
5. The company has established an effective accounting system and internal control system to ensure the implementation of integrity management; the company’s financial statements have been entrusted with an accountant to check and issue a visa report; the internal control system has internal auditors to regularly check its compliance and follow Report quarterly to the audit committee and the board of directors.
6. The company’s daily business pays attention to the implementation of the principle of integrity by all employees, and plans the "Information Environment and Information Security Advocacy" course in the company’s newcomer training courses, emphasizing that tangible information equipment and intangible information assets should be properly handled Keep and keep confidential to avoid leaking company secrets. It also implements "Inside Trading Promotion" every year, and it is not allowed to use undisclosed information to engage in insider trading, nor to disclose it to others. 2023.12.28 Announcing the promotion of "inside trading" to all employees. In addition, for the first time every year, the director regularly Promote insider trading and report to the board of directors the execution of the internal material information processing procedures.
7. Stakeholders can report or appeal through the telephone or email of each contact window in the "Stakeholder Area" on the company's website. After the company receives an appeal case, it shall investigate the facts and report it to the company's dedicated unit, communicate with the parties as soon as possible, and inform the handling results or handling methods and progress. If the complainant is dissatisfied with the result of the settlement, he may file a complaint again when receiving the relevant reply from the company, and submit a new reason or new evidence to apply for a review. The parties to the complaint and the handling personnel shall keep the investigation process and related information confidential, and shall not release it without authorization, and the company shall properly store the relevant information and protect the complainant from any retaliation or other unfavorable treatment. The parties involved in the outflow of the case that cannot be kept confidential will be discussed and dealt with in accordance with relevant regulations.
8. Overall, the company has formulated the "Code of Integrity Management" and publicly disclosed it on the company website and public information observatory. Through internal education, training and publicity, internal and external personnel can clearly understand the company’s integrity management. related policy. Therefore, under the provisions of the "Code of Integrity Management" that clearly regulates and prohibits various business activities, the company did not directly or indirectly provide, receive, promise or request any improper benefits, or engage in other violations of integrity, illegality or violations. The act of fiduciary duty.