• Corporate Governance Structure

  • Corporate Governance Structure

BOARD OF DIRECTORS

Board Composition

In accordance with the Company’s Articles of Incorporation, the Board of Directors consists of nine directors, including three independent directors. Each director serves a three-year term and is eligible for re-election.

The Board meets at least once per quarter and may convene meetings as needed. All directors and independent directors possess professional expertise in business management, finance, accounting, or the Company’s core operations and are elected by the shareholders’ meeting.

Responsibilities of the Board

The Board of Directors is responsible for approving operating plans and financial statements, establishing key policies and regulations, approving major investment projects, appointing and dismissing senior management and external auditors, and approving donations to related and non-related parties.

Title Name Current Position(s) Education & Major Experience
Chairman Powertech Technology Inc.
Representative:
Boris Hsieh
  • Chief Executive Officer of Powertech Technology Inc.
  • Legal Representative Director of Powertech Technology Inc.
  • Director of Tera Probe, Inc.
  • Chairman of TeraPower Technology Inc.
 Education：
  • EMBA, National Yang Ming Chiao Tung University

Major Experience：

  • Vice President of Hon Hai Precision Industry Co., Ltd.
  • President of Kingston Technology Far East Co., Ltd.
Director Powertech Technology Inc.
Representative:
D.K. Tsai
  • Chairman of Powertech Technology Inc.
  • Director of Tera Probe, Inc.
  • Independent Director of Compal Electronics, Inc.
  • Chairman of PTI Education Foundation
 Education：
  • Department of Industrial Engineering, National Taipei University of Technology

Major Experience：

  • General Manager of Kingston Technology Far East Corp.
  • Chairman of Kingston Technology Far East Co., Ltd.
Director Powertech Technology Inc.
Representative:
Y.C. Chi
  • President of Greatek Electronics Inc.
  • Chairman of Get-Team Tech Corporation
 Education：
  • EMBA from National Central University

Major Experience：

  • Senior Vice President of Powertech Technology Inc.
Director Powertech Technology Inc.
Representative:
Jim Lin
  • Senior Vice President of Powertech Technology Inc.
 Education：
  • Ph. D of Power Mechanical Engineering from National Tsing Hua University

Major Experience：

  • Manager of TSMC
Director Powertech Technology Inc.
Representative:
Yohan Lin
  • Vice President of Powertech Technology Inc.
 Education：
  • Golden Gate University, School of Law, Jurisprudence Doctor in Law (J.D.)

Major Experience：

  • Senior Manager of PricewaterhouseCoopers Legal Taiwan
Director Hung-Wei Venture Capital Co., Ltd. Representative:
Ingrid Fu
  • AVP of Realtek Semiconductor Corporation
 Education：
  • Master Degree in Accounting, National Chengchi University

Major Experience：

  • Assistant Manager of KPMG
Independent Director Kevin H. Hsieh None Education：
  • Department of Economics ,National Chung Hsing University

Major Experience：

  • Director and President of Bank Taiwan Securities Co., Ltd.
Independent Director Chi-Yung Wu
  • Chairman of Holtek Semiconductor Inc.
 Education：
  • Department of Electrical Engineering, Feng Chia University

Major Experience：

  • Chairman of Holtek Semiconductor Inc.
Independent Director Jiin-Chuan Wu
  • Chairman of Global Mixed-Mode Technology Inc.
  • Chairman of Advanced Analog Technology Inc.
 Education：
  • Department of Electrical Engineering, National Taiwan University
  • PhD. in Electrical Engineering, Carnegie Mellon University, USA

Major Experience：

  • NASA JPL Laboratory
  • Professor, Department of Electronic Engineering, National Yang Ming Chiao Tung University

Election Date：2024/05/27

Board Diversity Management Objectives

  1. There shall be no more than one-third of all Directors who concurrently serve as the Company’s managers, and the skill sets required for the overall composition of the Board shall also be met.
  2. The members of the Board of Directors have diverse and complementary backgrounds, with a wide range of industry experience.
  3. The Board demonstrates gender diversity, including at least one director of a different gender.
  4. For each of the seven listed professional competencies, at least two-thirds (2/3) of the directors possess such competency.

Describe the diversity policy of the Board of Directors, goals, and status of implementation.

  1. Board Diversity Policy
    1. In addition to the requirement that the number of directors concurrently serving as company executives shall not exceed one-third (1/3) of the total number of board seats, the Company aims to achieve sound corporate governance. Accordingly, the Board as a whole is expected to possess the following core competencies: Operational judgment, Accounting and financial analysis, Business and management capabilities, Crisis management, Industry knowledge, International market perspective, Leadership and Decision-making.
    2. Directors are selected based on the principle of meritocracy, with consideration given to diverse background factors such as age, gender, nationality, and cultural background. In light of the Company’s operational and development needs, directors are expected to possess professional expertise and skills in corporate operations, relevant industry experience, and an international market perspective.
  2. Implementation status of the diversity policy of the Board of Directors:
Title Name Gender Concurrent employee Age Number of terms Operational judgment Accounting and financial analysis Business management capabilities Crisis management Industry knowledge International market perspective Leadership and decision-making
51~60 61~70 71~80
Director Boris Hsieh Male V V V V V V V V
Director D.K. Tsai Male V V V V V V V V
Director Y.C. Chi Male V V V V V V V V V
Director Jim Lin Male V V V V V V
Director Yohan Lin Male V V V V V V
Director Ingrid Fu Femal V V V V V V V
Independent Director Kevin H. Hsieh Male V 1 V V V V V V V
Independent Director Chi-Yung Wu Male V 3 V V V V V V V
Independent Director Jiin-Chuan Wu Male V 1 V V V V V V V

Board Independence

  1. independent directors, representing one-third (1/3) of the total number of board seats. None of the independent directors has served more than three consecutive terms.
  2. All independent directors comply with the independence requirements stipulated in Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, as well as Article 14-2 of the Securities and Exchange Act.
  3. There are no spousal relationships or kinship within the second degree of consanguinity among the members of the Board of Directors.