Board of Directors

The Board of Directors guides the Company’s strategy, oversees management, and is accountable to the Company and its shareholders, exercising its powers in compliance with laws, the Articles of Incorporation, and resolutions of the Shareholders’ Meeting.

Announcement on the Election of Directors through the Candidate Nomination System – the acceptance of nominations, the list of candidates, and the election results are provided in the attachment.。

Shareholders Holding More Than 5% of Shares

December 31, 2024 (Unit: Shares)

Top 10 Shareholders, Shares Held, and Shareholding Percentage

April 16, 2024 (Unit: Shares)

The composition of the Company’s Board of Directors is based on the “Corporate Governance Best-Practice Principles” and the “Director Election Procedures,” taking into account board diversity from multiple perspectives. The Company has 9 directors, including 3 independent directors; among them, 2 are female directors. The professional backgrounds of board members cover management, science and engineering, and financial analysis. They also have experience as executives in the technology industry, possessing knowledge of the semiconductor sector, business judgment, international market perspectives, leadership, and decision-making capabilities. This diversity enables them to provide professional advice from different viewpoints and enhance the Company’s operational performance and management effectiveness. 

The Board’s diversity policy emphasizes board composition, gender equality, and the independence of independent directors’ tenure. In terms of board composition, the Company aims to add expertise in international markets, crisis management, and legal affairs, and is currently seeking suitable candidates. For gender equality, the goal is for female directors to account for 20%, which has already been achieved. Regarding the tenure of independent directors, the Company aims for more than half of independent directors to serve no more than three terms. This goal has also been met, and during the next re-election of independent directors, the Company will carefully evaluate this principle.

The status of board diversity is as follows:

Succession Planning and Operation of the Board of Directors:
1. The Company’s Articles of Incorporation clearly stipulate that the election of directors shall fully adopt the candidate nomination system, and the “Corporate Governance Best-Practice Principles” and the “Director Election Procedures” specify that the composition of the Board of Directors should take diversity into consideration.
2. The Company continuously builds a database of potential director candidates with the following characteristics:
    A. Integrity, responsibility, innovation, and decision-making capability
    B. Alignment with the Company’s core values, possessing professional knowledge and skills that contribute to business operations
    C. Industry experience relevant to the Company’s business scope
    D. Expertise in areas including business management, leadership and decision-making, industry knowledge, financial management, investment management, and legal affairs. The addition of such members is expected to continuously provide an effective, collaborative, and diverse board that meets the Company’s needs.
3. The Company adopts a candidate nomination system for the election of directors. The screening process for preparing the list of director candidates must comply with qualification reviews and relevant regulations to ensure that when vacancies arise or new seats are planned, appropriate new directors can be effectively identified and selected.
4. The “Board Performance Evaluation Measures” have been established. Through performance evaluation indicators—including control over corporate goals and tasks, awareness of responsibilities, participation in operations, management of internal relationships and communication, professional competencies and continuing education, internal control, and expression of concrete opinions—the effectiveness of board operations is ensured and the performance of directors is assessed. The results serve as a reference for future director selection.
5. The Company progressively develops managers to join the Board of Directors, enabling them to become familiar with board operations and the business of each business unit within the group.

In addition to emphasizing diversity, the Company upholds the principle that the number of directors concurrently serving as managers shall not exceed one-third of board seats. The current Chairman, Mr. Hung-Liang Hsiang, is the original founder; Mr. Ming-Chi Hsu and Ms. Wei-Ling Hsiang have also successively joined the Board of Directors.

Succession Planning and Operation of the Management Team:
For succession planning of key management positions, the Company conducts an inventory and selection of potential successors, combined with personal development plans and organizational restructuring mechanisms.
Each year, the Company holds a strategic consensus camp for senior executives, focusing on themed courses and discussions regarding five-year strategic planning to build consensus on the Company’s future development.

In 2020, the Company’s organizational structure was upgraded from “business divisions” to “business groups,” with each group overseeing multiple divisions. The Company also transitioned to a CEO system, under which two General Managers respectively oversee the “Marketing Business Group” and the “Manufacturing Business Group,” thereby enhancing top management’s operational and managerial capabilities.
At the same time, mid- to senior-level division heads are cultivated. In recent years, four division-level managers have been promoted, fostering the development of mid- to senior-level successors.

Training Programs:
In line with the Company’s business scale and development, the Company has gradually introduced the “Intellectual Property Management System,” “Information Security System,” and “Business Continuity System.” Related training courses have also been implemented, including business continuity, intellectual property fundamentals, information security, OKR (Objectives and Key Results) management methodology, industry development and market opportunities, and trade secret protection. These programs strengthen mid- to senior-level managers in strategic planning, business administration, and management knowledge, skills, and competencies.

On April 28, 2015, the Board of Directors approved the “Regulations for Board Performance Evaluation,” which were most recently amended on August 6, 2020. The Board conducts performance evaluations on an annual basis.
Evaluation indicators for the Board of Directors include compliance with relevant laws and regulations, and the level of participation in the Company’s operations.
Self-assessment indicators for Board members include the degree of participation in the Company’s operations, enhancement of the quality of board decisions, board composition and structure, election and continuing education of directors, and internal control.

Self-assessment and peer-assessment indicators for directors include the grasp of company goals and missions, understanding of directors’ responsibilities, participation in company operations, management of internal relationships and communication, directors’ professionalism and continuing education, and internal control.

Self-assessment indicators for functional committees include the level of participation in company operations, understanding of committee responsibilities, enhancement of the quality of committee decisions, committee composition and member selection, and internal control.

The Company has completed the 2022 internal evaluation of the Board of Directors, self-assessments by directors, as well as performance evaluations of the Audit Committee and the Remuneration Committee. The results were reported to the Board of Directors on March 3, 2023. The evaluation results for the year were all rated “Excellent,” with scores of 91, 98, 96, and 96, respectively. Following the evaluation, it was recommended that the Board strengthen operations related to director election and continuing education.

The Company has completed the 2024 internal evaluation of the Board of Directors, self-assessments by directors, as well as performance evaluations of the Audit Committee, the Remuneration Committee, and the Sustainability Committee. The results were reported to the Board of Directors on February 27, 2025. The evaluation results for the year were all rated “Excellent,” with scores of 91, 98, 96, 96, and 96, respectively. Following the evaluation, it was recommended that the Board strengthen operations related to director election and continuing education.

The Company has appointed a dedicated Corporate Governance Officer responsible for handling matters related to Board and shareholders’ meetings, providing directors with the information necessary to perform their duties, convening and organizing meetings of the Board and shareholders in accordance with laws and regulations, registering and amending company registrations within statutory timelines, preparing and distributing meeting minutes for the Board and shareholders in a timely manner, organizing investor conferences, and participating in investment forums on an ad hoc basis. The Company has also established a spokesperson system and diverse communication channels with investors to safeguard shareholders’ rights and enhance the functions of the Board of Directors.

Key corporate governance tasks executed in 2024 included:
1. Handling matters related to convening and organizing meetings of the Board of Directors and shareholders in compliance with laws and regulations;
2. Preparing minutes of the Board and shareholders’ meetings;
3. Assisting directors with onboarding and continuing education;
4. Providing directors with the information necessary to perform their duties;
5. Assisting directors in complying with relevant laws and regulations;
6. Organizing public welfare activities;
7. Assisting independent directors with communication with auditors, CPAs, and management as needed, ensuring effective and smooth interactions;
8. Uploading the communication records between independent directors, auditors, CPAs, and management to the Company’s website for investors’ reference;
9. Communicating regulatory updates regarding corporate governance and related matters to members of the Board of Directors.

Training of the Corporate Governance Officer in 2024:
In 2024, the Corporate Governance Officer attended 7 training sessions, totaling 25 hours, including: CDP Taiwan Launch Conference, Seminar on Building a New Carbon Era with Sustainable Knowledge, Corporate Sustainability and Resilience Management, Net Zero Carbon Emissions Seminar (Taipei Session), 2024 Seminar on Preventing Insider Trading, Practical Evaluation of Corporate ESG Sustainability and Risk Management Performance, and 2024 Seminar on Legal Compliance for Insider Shareholding Transactions.