Board of Directors
Board of Directors
Corporate governance manager establishment, authority, business promotion and further training
TEL.
886-7-962-0668 分機 1612
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.
- Chairman & general manager of Tian Zheng International Precision Machinery Co., Ltd.
- Chairman of Master Machinery Technology Co., Ltd.
- Chairman of Omnitek Technology Co., Ltd.
- Director of Wenzheng Investment Co., Ltd.
- Director of Tian Zheng Holding Co., Ltd.(SAMOA).
- Representative of Dongguan Tian Zheng 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.
- Chairman of Chang Wah Electromaterials Inc.
- Chairman & General Manager of Chang Wah Technology Co., Ltd.
- Corporate Director Representative of Advanced Echem Materials Company Limited
- Director of Suzhou Xinshengke Semiconductor Materials Co., Ltd.
- Director of Chengdu Xingsheng Semiconductor Materials Co., Ltd.
- Director of Chengdu Xingsheng New Materials Co., Ltd.
- Director of Malaysian SH Electronics Sdn.Bhd.
- Director of SH Asia Pacific Pte. Ltd.
- Corporate Director Representative of Silver Connection Co., Ltd.
- Director of CWE Holding 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 President and Spokesperson of Chipmos Technologies Inc. for Corporate Strategy and Investor Relations.
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 of Megawin Technology Co.,Ltd.
- Independent Director of FITTECH CO.,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 Bin Chuan Enterprise Co., Ltd.
- Independent Director of AURONA INDUSTRIES, INC
Independent director
TUNG,EN-NING
- Graduate School of Business Administration, National Central University
- Section Manager, COMPEQ MANUFACTURING CO., LTD.
- Manager , Hon Hai Precision Industry Co., Ltd.
- Chairman and CFO, Wellstech Optical Co., Ltd.
- Chairman and CFO, Technew Co., Ltd.
- CFO amd Director Representative Fengtai Optoelectronics (Shenzhen) Co., Ltd
- Director, Wellstech Optical Holding Co., Ltd.
- Director, Steadfast Enterprise Co., Ltd.
- Director, Top Swiss Limited.
- Director, EARN LIMITED
Diversification and independence of Board of Directors:
1、Diversification of the Board of Directors:
(A) Diversification of the Board of Directors:
The Company's "Corporate Governance Best Practice Principles" sets out policies to strengthen the functions of the Board of Directors and a policy on the diversification of Board members.
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:
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
(B) Implementation of Board diversity
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 62. 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 43% 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% 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 remains committed to promoting gender equality on the Board of Directors. To support its goal of enhancing board diversity, the Company has incorporated into its Corporate Governance Best Practice Principles a guideline that female directors should ideally comprise one-third of the Board seats. In alignment with this objective, one additional female director was appointed during the Board re-election held on May 29, 2024. As of now, the Board is composed of 86% male (6 members) and 14% female (1 member). The Company will continue to make its best efforts to increase the representation of female directors prior to the next Board re-election in order to achieve its diversity target.
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
Women account for one-third of board seats
Not 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.Independence of the Board of Directors:
1. Structure of the Board of Directors:
The Company establishes a director selection system and the election and appointment procedures of all directors are open and fair, and comply with the provisions of “Articles of Association”, “Measures for Election of Directors”, “Corporate Governance Best Practice Principles”, “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and “Article 14-2 of the Securities Exchange Act”. The composition of the incumbent Board of Directors includes 3 independent directors (43%) and 4 non-independent directors (57%). The number of independent directors exceeds one third of total shareholders, and no director has kinship of spouse or the second degree of kinship with each other, and therefore it complies with the circumstances stipulated in Paragraphs 3 and 4 of Article 26-3 of the Securities Exchange Act.
2. Independence of the Board of Directors:
The Board of Directors of the Company guides the corporate strategies, supervises the management, and takes responsibilities for the Company and shareholders. As for each work and arrangement regarding corporate governance system, the Board of Directors exercises its authorities based on laws and regulations, Articles of Association of the Company or resolutions made by the Shareholders’ Meeting. The Board of Directors of the Company emphasizes on the functions of independent operation and transparency. Independent directors also independently exercise their authorities in the Audit Committee and review if the Company has existing or potential risks to control according to the provisions of relevant laws and regulations so as to practically supervise the effective implementation of the internal control of the Company, selection and appointment of certified public accountants and their independence, and appropriate preparation of financial statements. Additionally, cumulative voting system and candidate nomination system are adopted as election and appointment methods of directors (including independent directors) according to “Measures for Election of Directors” of the Company. Shareholders are encouraged to get involved in this process. Shareholders holding a certain number of shares may propose a list of candidates, and relevant work shall be conducted and announced according to law so as to safeguard shareholders’ interests and maintain independence. The Company has established a performance evaluation system for the Board of Directors. Internal self-evaluation of the Board of Directors and assessment and self-evaluation among members of the Board of Directors are executed once every year. Furthermore, in order to enable the investors to fully comprehend other operation conditions of the Board of Directors, the Company has also disclosed relevant information in its annual report, official website or MOPS.
3、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
4. Succession planning for Board members and key management personnel:
(A) Succession planning for Board members：
The nomination of directors and independent directors is conducted in accordance with the Company’s Rules for Election of Directors and Corporate Governance Best Practice Principles, which stipulate that Board composition should reflect diversity. Based on the Company’s operations, business model, and development needs, a diversity policy has been established, covering various aspects including, but not limited to, fundamental qualities and values, as well as professional knowledge and skills.
The Company’s Board succession plan includes internal and external talent selection based on the following criteria:
• Capability in corporate planning, decision-making, and leadership;
• Values that align with the Company’s core principles;
• Experience relevant to the industries in which the Company operates; and
• Ability to contribute to a Board that functions effectively and meets the Company's needs.
Board succession candidates are identified through the following approaches:
a. Recommendations from current Board members;
b. Nominations by shareholders;
c. Reference to Board performance evaluation results to assess suitability for reappointment.
The Company also continuously develops managerial personnel by strengthening their strategic thinking, financial analysis, and leadership capabilities; while ensuring they are familiar with Board operations. These individuals are considered key potential candidates for future Board succession.
(B) Succession Plan for key management personnel:
The Company assigns management personnel according to the organizational hierarchy, with responsibilities across key business and operational functions. Deputies are designated for key positions, and annual training programs are provided alongside occasional job rotations. In addition, the Company leverages government subsidy programs to support employee self-development, strengthen managerial capabilities, and cultivate a global perspective.
The Company is dedicated to talent development and the identification of high-potential employees. Through practical experience and training programs conducted by both internal and external instructors, employees gain insights into industry trends, technological advancements, and best practices from leading enterprises. These initiatives help ensure employees stay current with the latest management concepts and industry dynamics. In addition, monthly sessions are held among managers to facilitate the exchange of practical insights on business and management topics.
Employee performance evaluations are conducted on a quarterly basis. Through continuous observation and performance reviews, the Company gains a clearer understanding of areas where employees can improve, as well as their individual development needs. The evaluation results also serve 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, 2024-December 31, 2024
(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 4.93 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
4.92
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
4.93
(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 4.85 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
4.71
B. Understanding of the directors’ responsibilities
3 items
4.95
C. Participation in the Company’s operation
8 items
4.82
D. Management and communication of internal relations
3 items
4.81
E. Expertise and continuing education of directors
3 items
4.95
F. Internal control
3 items
4.90
Total
23 items
4.85
(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: Based on the performance evaluations of the Board of Directors and its functional committees, which received scores ranging from 5 (“Very excellent”) to 4 (“Excellent”), the results indicate that both the Board and the committees are operating effectively. The Company will continue to refine and strengthen the Board’s functions in line with the evaluation results to further enhance corporate governance.
(G)The results of the 2024 performance evaluation have been submitted to the 4th report of the sixth session of the Board of Directors on March 6, 2025.