Board of Directors

Pei-Ming Chen

       Chairman (Representative of Winbond Electronics Corp.)

       Master of Electrical Engineering, University of Detroit

       Chairman of Mobile Magic Design Corp.

       Vice President of Winbond Electronics Corp.

Arthur Yu-Cheng Chiao

       Director
       Master degree in Electrical Engineering & Institute of Management, University of Washington
       Chairman, Winbond Electronics Corp.

       Chairman, Nuvoton Technology Corp.

Ken-Shew Lu

       Director 
       Doctorate in Electrical Engineering, Texas Tech University
       Chairman, Diodes Incorporated

Chi-Lin Wea

       Director
       Doctorate in Sciences Humaine (Economie), University of Paris, France
       Chairman, Waterland Financial Holdings

Yung Chin

       Director (Representative of Chin Xin Investment Corp.)
       Master degree in Applied Mathematics, University of Washington
       Director, Winbond Electronics Corp.

Allen Hsu

       Independent Director
       Master degree in Business Administration, National Chengchi University
       Independent Director, Winbond Electronics Corp.

David Shu-Chyuan Tu

       Independent Director
       Master degree in Computer Engineering , San Jose State University, U.S.A
       General Manager, Synnex Technology International Corp. – Group Business Development & Strategy

Royce Yu-Chun Hong

       Independent Director
       Bachelor degree in Industrial Design, Rhode Island School of Design
       Bachelor degree in Graphic Design, Art Center College of Design
       Director & President, IPEVO Corp.

Jerry Hsu

       Independent Director
       International Business Dept., Waseda University
       Independent Director, Winbond Electronics Corp.

 

The diversity policy for members of the Board of Directors

The diversity policy for members of the Board of Directors is established in Article 20 of the Company's Corporate Governance Best Practice Principles:

The Company's Board of Directors shall direct company strategies, supervise the management, and be responsible to the Company and shareholders. The various procedures and arrangements of the corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, the Articles of Incorporation, and the resolutions adopted by shareholders’ meetings.

The structure of Board of Directors should take into account the Company's operations, development and business scale, shareholding of major shareholders and diversity of Board Members. The directors must be diverse in terms of professional backgrounds, professional knowledge and expertise, gender, or fields of work. An appropriate number of directors ranging between nine to thirteen seats shall be determined when holding elections according to practical requirements.

The members of the Board of Directors shall be balanced between the genders and they shall possess the knowledge, skills, and experience necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

  1. Ability to make sound business judgments.
  2. Ability to perform accounting and financial analysis.
  3. Ability to manage a business.
  4. Ability to handle crisis management.
  5. Knowledge of the industry.
  6. An international market perspective.
  7. Leadership.
  8. Decision-making ability.

The 5th Board of Directors shall possess the following abilities:

Title

Name

Gender

Core Diversification Item

Business management

Leadership and decision making

Knowledge of the industry

Finance and accounting

IT expertise

Chairman

Representative of Winbond Electronics Corp.:

Arthur Yu-Cheng Chiao

Male

V

V

V

V

V

Vice Chairman

Robert Hsu

Male

V

V

V

 

 

Director

Yung Chin

Female

V

V

V

V

 

Director

Ken-Shew Lu

Male

V

V

V

V

V

Director

Chi-Lin Wea

Male

V

V

V

V

 

Independent Director

Royce Yu-Chun Hong

Male

V

V

V

V

V

Independent Director

Allen Hsu

Male

V

V

V

V

 

Independent Director

David Shu-Chyuan Tu

Male

V

V

V

 

V

Independent Director

Jie-Li Hsu

Male

V

V

V

V

 

 

Corporate Governance Team

The company’s Administrative Management Center is responsible for related affairs for corporate governance and who has b accounting, finance, stock affairs proceedings and management experiences for more than three years in public companies. His responsibilities include providing information required for Directors in business operations, related affairs for board meetings and shareholders' meetings,  meeting minutes issuance and related affairs for information disclosure andcompany registration in the Company's articles to help directors achieve legal compliance.

The following describes the 2018 performance of the governance:

  1. Assist Directors in carrying out their duties, provide Directors with the required data, and arrange continuing study courses for Directors.
  2. Inform board members from time to time of the latest amendments to laws and regulations related to organizational operations and corporate governance.
  3. Purchase the appropriate l D&O insurance for the and report the contents to the Board of Directors.
  4. Independent Directors communicate with the chief internal auditor and certified public accountants to implement internal control.
  5. Formulated the agendas of board meetings and notified the Board seven days in advance. Convened meetings and provided information for meetings. Provide reminders for recusal for conflicts of interest and completed the mailing of the meeting minutes of board meetings within twenty days after the meetings were concluded.
  6. Announce the material information of important resolutions made in a board meeting to ensure the legitimacy and accuracy of information contents, in order to protect the transaction information equality of investors.
  7. Arrange annual continuing study courses for Directors based on their education, background and up-to-date laws and regulations.
  8. Establish the Regulations Governing Salary, Remuneration and Performance Evaluation of Directors and evaluate the performance of Directors and Boards of Directors to implement corporate governance.
  9. Exchange and communicate with investors every six months; and update the corporate website from time to time for investors to understand the financial, sales and governance conditions of the company to ensure and maintain the rights and interests of shareholders.
  10. Proceed registration before the AGM date; and issue documents including the meeting notice, AGM handbook, meeting minutes and annual report for the reference to investors within the periods specified by regulations.