Board of Directors
Board of Directors
Corporate governance manager establishment, authority, business promotion and further training
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Board members
Current (6th) board members
Title
Name
Representative Legal Person
Main Academic Qualifications
Currently Holding Positions In The Company And Other Companies
Board Member
Chairman
Wan, Wen-Tsai
Chang Wah Electromaterials Inc.
- Department of Machinery Engineering, National Chin-Yi Institute of Technology
- Engineer of Hui Tung Weight Scale MFG. Co., Ltd.
- Director of Wenzheng Investment Co., Ltd.
- General manager of Dongguan Tian Zheng Precision Machinery Co., Ltd.
- Director & general manager of Tian Zheng International Precision Machinery Co., Ltd.
Vice Chairman
HONG, CHUAN-CHENG
Chang Wah Electromaterials Inc.
- The Hong Kong Polytechnic University
- General Manager of Possehl Electronics
- General Manager of Taiwan SUMICO Precision Molds Co., Ltd.
- General Manager of Sumiko Electronics Taiwan Co., Ltd.
- General Manager of Taiwan SUMICO Technologies Co., Ltd.
- General Manager of Chang Wah Technology Co., Ltd.
- Vice Chairman of Chang Wah Electromaterials Inc.
- General Manager and Corporate Director Representative of Chang Wah Technology Co., Ltd.
- Corporate Director Representative of How Weih Holding (Cayman) Co., Ltd.
- Director of Suzhou Xinshengke Semiconductor Materials Co., Ltd.
- Director of Chengdu Xingsheng Semiconductor Materials Co., Ltd.
- Director of Chengdu Xingsheng New Materials Co., Ltd.
- Chairman of Malaysian SH Electronics Sdn.Bhd.
- Director of SH Asia Pacific Pte. Ltd.
- Corporate Director Representative of Silver Connection Co., Ltd.
Director
PAN, CHAO-YI
Yenyo Technology Co., Ltd.
- Department of Economics,Tamkang University
- Lead of Audit Team,Diwan & Co
- Lead of Finance Team,WAH LEE INDUSTRIAL CORP
- Manager ,Chang Wah Electromaterials Inc.
Director
Jesse Huang
Chipmos Technologies Inc.
- Bachelor, Physics, Soochow University
- Vice President, Assembly Production Group,
- ChipMOS TECHNOLOGIES INC.
- Senior Vice Presiden, ChipMOS TECHNOLOGIES INC.
Independent director
YANG, SHUN-CHING
- Department of Physics of Chinese Culture University
- Assistant Manager of Siliconware Precision Industries Co., Ltd.
- General Manager of Lingsen Precision Industries, Ltd.
- Director of Lingsen Precision Industries, Ltd.
Independent director
SU, ERH-LANG
- Department of Law, Fu Jen Catholic University
- Attorney at-Law,Suns Law
- Attorney, Chien Yeh & Associates
- Attorney, DTT Attorneys -At-Law
- Independent Director of Nang Kuang Pharmaceutical Co., Ltd. Independent Director of Binzhou Enterprise Co., Ltd.
- Independent Director of Aurona Industries Inc.
- Independent Director of Innovision FlexTech Corporation
Independent director
CHEN, CHIH-HUNG
- Kuochi Senior Vocational High School Communications Engineering
- President,SHI JONG ENTERPRISE CO., LTD.
- None
Diversification and independence of Board of Directors:
1、Diversification of the Board of Directors:
The election and appointment of directors of the Company have already been stipulated in “Articles of Association” and “Measures for Election of Directors” of the Company. Meanwhile, the overall configuration of the Board of Directors shall be taken into account. Policy for strengthening of functions of the Board of Directors has been stipulated in “Corporate Governance Best Practice Principles” of the Company. The composition of the Board of Directors shall be diversified except that the number of directors holding a concurrent post of manager of the Company shall better not exceed one third of total directors. Also, proper diversified guidelines are drafted based on the corporate operation, business types and development demands. It is advisable to include but not limited to the standards regarding the following two aspects:
a. Basic conditions and values: Gender, age, nationality, culture, etc.
b. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills, industry experience, etc.
Attention shall be paid to the gender equality among members of the Board of Directors who shall also generally possess the knowledge, skills and quality needed for execution of their duties. In order to achieve the ideal goal of corporate governance, the Board of Directors shall have the following capacity as a whole:
a. Operational judgment
b. Accounting and financial analysis ability
c. Operation management ability
d. Crisis handling capacity
e. Industrial knowledge
f. Outlook on international market
g. Leadership
h. Decision-making ability
Currently, the Board of Directors of the Company are specialists with different professional backgrounds or fields and comply with the diversification policy. In 2024, the average age of members of the incumbent Board of Directors is 63. Directors aged above 60 take up 57% while those aged below 60 take up 43% respectively in the Board of Directors; no director holds a concurrent post of employee in the Company, and therefore the number of directors with identity of employee takes up 0%; there are 3 independent directors in total, taking up 42.9% of all 7 directors; the consecutive tenure of these 3 independent directors hasn’t exceeded three sessions. Currently, there is 1 female director who takes up 14.29% of all directors; besides local directors in Taiwan, there is another director coming from Hong Kong, China. The industry experience, distribution of seniority of tenure of independent directors, and age distribution of directors are detailed in the following table of “Execution Status of the Diversification Policy Regarding Members of the Incumbent Board of Directors in 2024”.
The company has always paid attention to gender equality among board members. In order to strengthen the goal of board diversity, the company has stipulated in the "Corporate Governance Code of Practice" that the ratio of female directors to one-third of Yida's directors' seats is currently 86% of the board members are male ( 6), women account for 14% (1). In the future, the number of female directors will be increased based on operational planning. The ultimate goal is for the ratio of female directors to reach one-third of director seats to strengthen the board of directors' diversity goal.
The specific management objectives of the diversification policy of the Board of Directors as well as fulfillment conditions of such objectives are as follows:
Management Objectives
Fulfillment Condition
Management Goals And Achievement Status
Number of independent directors exceeds one third of total directors.
Fulfilled
Number of directors holding a concurrent post of manager of the Company shall better not exceed one third of total directors.
Fulfilled
Adequate diversified professional knowledge and skills
Fulfilled
The execution status of the diversification policy regarding members of the incumbent Board of Directors in 2024 is detailed as follows
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Management Goals And Achievement Status
Title
Name
Gender
Nationality
Age
51 To 60 Years Old
61 To 70 Years Old
71 Years And Older
Seniority Of Independent Director
Less Than 3 Years
3 To 9 Years
More Than 9 Years
Industrial Experience
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Professional Ability
Industrial Technology
Accounting
Risk Management
Chairman
Wan, Wen-Tsai
Male
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Vice Chairman
Hong, Chuan-Cheng
Male
HK
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Director
Pan, Chao-Yi
Female
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Director
Huang, Jesse
Male
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Independent Director
Yang, Shun-Ching
Male
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Independent Director
Su,Erh-Lang
Male
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
Independent Director
Chen,Chih-hung
Male
Taiwan
61 To 70 Years Old
-
Semiconductor Products And Materials
Metals And Machinery
Electronic Technology
International Market View
Industrial Technology
Risk Management
2.Diversification policy:
1. Corporate Governance Best Practice Principles:
Chapter 3 Strengthening of the Functions of the Board of Directors
Section 1 Structure of the Board of Directors
Article 20
The Board of Directors of the Company shall guide the Company’s strategies, supervise the management, and take responsibility for the Company and the shareholders. Each work and arrangement under the corporate governance system shall be performed to ensure that the Board of Directors exercises its authorities and powers according to laws and regulations, provisions of the Articles of Association, or resolutions made by the Shareholders’ Meeting.
As for the structure of the Board of Directors, seven or more directors shall be determined appropriately based on the scale of business development of the Company and the shareholding conditions of major shareholders, and in consideration of the practical operation demand.
The composition of the members of the Board of Directors should be diversified except that the number of directors holding a concurrent post of manager of the Company shall better not exceed one third of total directors. Also, proper diversified guidelines are drafted based on the corporate operation, business types and development demands. It is advisable to include but not limited to the standards regarding the following two aspects:
i. Basic conditions and values: Gender, age, nationality, culture, etc. The number of female directors should better reach one third of total number of directors.
ii. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, industry experience, etc.
Attention shall be paid to the gender equality among members of the Board of Directors who shall also generally possess the knowledge, skills and quality needed for execution of their duties. In order to achieve the ideal goal of corporate governance, the Board of Directors shall have the following capacity as a whole:
(a) Operational judgment
(b) Accounting and financial analysis ability
(c) Operation management ability
(d) Crisis handling capacity
(e) Industrial knowledge
(f) Outlook on international market
(g) Leadership
(h) Decision-making ability
2. Measures for Election of Directors:
Article 1: The election of directors of the Company shall be handled according to the provisions of the Measures unless otherwise stipulated in laws and regulations as well as the Articles of Association of the Company.
The overall configuration of the Board of Directors shall be considered for the election of directors of the Company. The composition of the members of the Board of Directors should be diversified, and proper diversified guidelines are drafted based on the corporate operation, business types and development demands. It is advisable to include but not limited to the standards regarding the following two aspects:
i. Basic conditions and values: Gender, age, nationality, culture, etc.
ii. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, industry experience, etc.
Attention shall be paid to the gender equality among members of the Board of Directors who shall also generally possess the knowledge, skills and quality needed for execution of their duties. The Board of Directors shall have the following capacity as a whole:
(a) Operational judgment
(b) Accounting and financial analysis ability
(c) Operation management ability
(d) Crisis handling capacity
(e) Industrial knowledge
(f) Outlook on international market
(g) Leadership
(h) Decision-making ability
More than half number of directors shall not have kinship with each other including spousal relationship, or kinship within the second degree.
The Board of Directors of the Company shall consider the adjustment of the composition of the members of the Board of Directors based on the results of performance evaluation.
3、Independence of the Board of Directors:
The company's board of directors consists of 7 directors, including 3 independent directors. The number of independent directors accounts for 43% of all directors, accounting for more than 1/3. After review, the qualifications of the 3 independent directors all meet the requirements for setting up independent directors for public companies. Follow the provisions of the matter regulations. None of the directors are spouses or relatives within the second degree, which complies with the provisions of Article 26-3, Paragraphs 3 and 4 of Securities Exchange Act.
The company's board of directors emphasizes the functions of independent operation and transparency. Directors and independent directors are independent individuals and exercise their powers independently. The three independent directors also comply with relevant laws and regulations, coordinate with the powers of the audit committee, review the management and control of the company's existing or potential risks, etc., and thereby supervise the effective implementation of the company's internal controls, the selection (removal) and independence of certified accountants. Proper preparation of financial statements. In addition, in accordance with the company's "Measures for Election of Directors", the company adopts a cumulative voting system and a candidate nomination system for the selection of directors and independent directors. Shareholders are encouraged to participate. Shareholders holding more than a certain number of shares can submit a list of candidates. Examination of qualifications of persons and confirmation of violation of the various provisions listed in Article 30 of the Company Law, and related acceptance operations
4、Implementation of prevention of insider trading
The company has established "Operation Measures for Handling Internal Material Information and Preventing Insider Trading" and "Corporate Governance Best Practice Principles", which prohibit company insiders from using undisclosed information in the market to buy and sell securities, and serve as the company's material information processing and disclosure mechanism. Based on this, the company will also review these measures from time to time to comply with current laws and practical management needs.
The Company provides timely education and promotion to directors, supervisors, managers and employees from time to time. Timely education and promotion should be provided to new directors, supervisors, managers and employees.
The company sent a promotional briefing to all directors and managers on September 25, 2024, which included integrity management operating procedures and behavioral guidelines. The "Insider Trading Prevention Promotion Meeting" for directors and managers was held on November 7, 2024, with a 10-minute education and promotion session for directors and managers, with a total of 10 participants.
The company reminds directors in the annual ban on insider trading courses that they are not allowed to trade their stocks during the closed period of 30 days before the announcement of annual financial reports and 15 days before the announcement of quarterly financial reports, and notify the board of directors by email. The date of the meeting and the closed period before the announcement of each quarter's financial report are to prevent directors from accidentally violating this standard.
The execution situation is as follows:
Board Date Date of sending notice
2024.02.06 2024.02.06
The 14th meeting of the 5th Board of Directors
2024 .03.14 2024 .02.12
The 15th meeting of the 5th Board of Directors
2024.05.09 2024 .04.22
The 16th meeting of the 5th Board of Directors
2024.08.08 2024.07.23
The 1h meeting of the 6th Board of Directors
2024.11.07 2024.10.22
The 3h meeting of the 6th Board of Directors
5、Succession planning for board members and key management
Succession planning for board members
The company's directors and independent directors will be selected in accordance with the company's " Procedures for Election of Directors" and "Corporate Governance Best Practice Principles" to clearly stipulate that the composition of the board of directors should consider diversity, and formulate diversification policies based on the company's own operations, operating models and development needs. , including but not limited to various standards such as basic conditions and values, professional knowledge and skills.
The company's director succession plan will select internal and external talents based on the following criteria:
● Have company business planning, decision-making and leadership capabilities
● Values that are consistent with the company’s core values
● Have experience in industries related to the company's operations
● A board that can provide the company with effective synergies and meet its needs
The Company conducts director succession planning through the following methods:
Ⅰ.Current directors recommend suitable candidates.
Ⅱ.Director candidates recommended by shareholders.
Ⅲ.The results of the performance evaluation of the board of directors are used as a reference for nominating directors for re-election.
The company has been the manager of the management team for a long time, cultivating strategic capabilities, financial analysis capabilities and leadership capabilities, and is familiar with the operation of the board of directors, so as to serve as an important candidate for the future board of directors' succession.
Succession planning and operation of key management levels
The company configures management according to the organizational level and is responsible for relevant operations and management within the organization. It also sets up job agents and provides annual education and training and irregular job rotations. It also assists employees in self-improvement, strengthening management functions and through government subsidy programs. Develop an international perspective.
The company focuses on cultivating talents and exploring potential employees. Through practical and internal and external lecture courses, employees can enhance their understanding of industry trends, technological developments and benchmark companies in order to grasp the latest management thinking and industry trends. In addition, monthly supervisors conduct Sharing and exchange of practices related to business management issues.
The company conducts employee performance appraisals every quarter. Through daily observation and performance evaluation, we understand the areas where employees should strengthen and their personal development needs, and use the appraisal results as a reference for future succession planning.
Overall performance evaluation of the functional committees
(A)Basis: Provisions of “Rules for Performance Evaluation of Board of Directors” of the
Company
(B)Evaluation method: Internal self-evaluation of the Board of Directors and self-
evaluation of the Board members
(C)Evaluation period: January 1, 2023-December 31, 2023
(D)Evaluation scope: Board of Directors, individual Board members, and functional
committees
(E)Evaluation contents and results:
The evaluation results are presented with 5 grades, and the principles governing
these grades are as follows:
Figure 1: Extremely poor (Strong disagree); figure 2: Poor (Disagree); figure 3:
Medium (Ordinary); figure 4: Excellent (Agree); figure 5: Very excellent (Strongly
agree).
(1)Overall performance evaluation of the Board of Directors:
The performance evaluation indicators of the Board of Directors contain 5 aspects. There are 45 indicators in total. The total score was 4.91 points, and it was graded as “Excellent”, indicating: The Board of Directors took duly responsibility for guiding and supervising the corporate strategies, major business, and risk management; the Board of Directors’ decision-making quality was favorable, the overall operation was complete, and the requirements for corporate governance were met.
5 Aspects Of Self-Evaluation
Evaluation Items
Score
Evaluation Items And Scoring Results
A. Participation in the Company’s operation
12 items
4.83
B. Improvement in the Board of Directors’ decision-making quality
12 items
4.83
C. Composition and structure of the Board of Directors
7 items
5.00
D. Election and continuing education of directors
7 items
5.00
E. Internal control
7 items
5.00
Total
45 items
4.91
(2)Self-evaluation of the Board members:
The performance evaluation indicators of the Board members contain 6 aspects. There are 23 indicators in total. The total score was 4.93 points, and it was graded as “Excellent”, indicating directors’ positive comments on the operating efficiency and effect of each evaluation indicator.
6 Aspects Of Self-Evaluation
Evaluation Items
Score
Evaluation Items And Scoring Results
A. Understanding of the Company’s goals and missions
3 items
5.00
B. Understanding of the directors’ responsibilities
3 items
5.00
C. Participation in the Company’s operation
8 items
4.89
D. Management and communication of internal relations
3 items
4.86
E. Expertise and continuing education of directors
3 items
5.00
F. Internal control
3 items
4.90
Total
23 items
4.93
(3)Overall performance evaluation of the functional committees:
The performance evaluation indicators of the functional committees contain 5 aspects. There are 23 indicators in total. The total score was 5 points, and it was graded as “Very excellent”, indicating the functional committees’ positive comments on the operating efficiency and effect of each evaluation indicator.
1.Evaluation results of the Audit Committee:
5 Aspects Of Self-Evaluation
Evaluation Items
Score
Evaluation Items And Scoring Results
A. Participation in the Company’s operation
4 items
5.00
B. Understanding of the functional committees’ responsibilities
7 items
5.00
C. Improvement in the functional committees’ decision-making quality
7 items
5.00
D. Composition of the functional committees and election of members
3 items
5.00
E. Internal control
3 items
5.00
Total
24 items
5.00
2.Evaluation results of the Remuneration Committee:
5 Aspects Of Self-Evaluation
Evaluation Items
Score
Evaluation Items And Scoring Results
A. Participation in the Company’s operation
4 items
5.00
B. Understanding of the functional committees’ responsibilities
7 items
5.00
C. Improvement in the functional committees’ decision-making quality
7 items
5.00
D. Composition of the functional committees and election of members
3 items
5.00
E. Internal control
3 items
5.00
Total
24 items
5.00
(F)Improving measures: In order to reinforce the interaction between the Board of Directors and the CPAs, CPAs will be invited to attend the meetings of the Board of Directors as a nonvoting party regarding the annual financial statements or major adjustments to these statements if any. In the future, the Company will invite CPAs to exert efforts for the goal of reporting the financial statements before the meetings of the Board of Directors so that the directors can have a full understanding of the financial position. The Company will learn about individual directors’ needs, continually provide the directors with diversified courses to maintain their professional advantages and competency, encourage directors to make more specific suggestions on the proposals in the Board of Directors, and arrange the Board members to communicate with the management team, CPAs, and the internal audit officer to maintain a close relationship and enhance the benign interaction between directors and the management team.
(G)The results of the 2023 performance evaluation have been submitted to the 15th report of the fifth session of the Board of Directors on March 14, 2024.