Board Responsibilities

The Company shall have seven to eleven directors to be elected at the shareholders meeting adopting the candidate nomination system, with a term of three years. Directors are elected by the shareholders’ meeting from among persons with legal capacity.

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

Performance Evaluation

The Board passed the Rules for Evaluating Board of Directors and Functional Committee Performance on October 31, 2019. The Board performance internal evaluation shall cover the self-evaluation of the Board of Directors as a whole, board members and functional committees and be conducted once every year.

The Board performance evaluation shall include the following five aspects: participation in the Company’s operations, improvement of the quality of the board of directors' decision making, composition and structure of the Board of Directors, election and continuous education of the directors, and internal control. Individual board members performance evaluation shall include: alignment of the goals and missions of the Company; awareness of the duties of a director; participation in the operation of the Company; management of internal relationship and communication; the director's professionalism and continuing education; and internal control. The performance evaluation of Functional Committees shall also include five aspects: participation in the Company’s operations, awareness of the responsibilities of functional committees, improvement of quality of decisions made by the functional committees, makeup of the Functional Committees and election of its members, and internal control.

The evaluation results are divided into five levels: 1: Very poorly (Strongly disagree); 2: Poor (disagree); 3: Mid-level (Average); 4: Good (Agree); 5: Excellent (Strongly agree). The internal self-evaluation results of the Company's Board of Directors as a whole for 2024 were " Excellent ". The results for the board members, the Remuneration Committee, the Sustainable Development Committee, and the Risk Management Committee were all “Good”. It has been fully displayed that the Company's Board of Directors and functional committees have achieved excellent performance.

The 2024 internal self-evaluation results have been reported to the Board of Directors meeting, as a reference for enhancing communication with directors to improve meeting quality.

Major Resolutions of Board Meetings

2025 Major Resolutions of the Board Meetings 2024 Major Resolutions of the Board Meetings 2023 Major Resolutions of the Board Meetings 2022 Major Resolutions of the Board Meetings

 

Board Member Introduction

Title Name Education & Experience Current positions of other companies Concurrent independent director position in other publicly traded companies
Chairman Liang, Hsiu-Chung l Master of Computer Science, Chung Yuan Christian University l Chairman and CEO of Stark Technology Inc. 1
l Responsible person of Stark Technology Inc.(USA)
l Manager of Acer Incorporated l Responsible person of SRAIN Investment Co., Ltd.,
l Electronics Research Institute, Industrial Technology Research Institute l Director of National Information Infrastructure Enterprise Promotion Association
l Independent Director, Egis Technology Inc.
　 l Member of Nomination Committee, Stark Technology Inc.
Director Chu, Jui-Hua l EMBA, National Tsing Hua University l Representative of a juristic person director, Stark Inforcom Inc. 0
l Financial Manager of Butyl Corporation
l Director, Stark Technology Inc. l Chairman, Xianhua Investment Co., Ltd
　 l Member of Nomination Committee, Stark Technology Inc.
Director Chen, Hsing-Chou l Department of Electronics, Feng Chia University l Executive Vice President of Market Business Group, Stark Technology Inc. 0
l Sales specialist of Acer Incorporated
l Assistant Vice President of Trend Lab Corporation l Chairman, Stark Inforcom Inc.
Director Tseng, I-Shun l Department of Computer Science, Chung Yuan Christian University l Executive Vice President of 2nd Business Group, Stark Technology Inc. 0
l Supervisor of Acer Incorporated l Representative of a juristic person director, Cloud Intelligent Operation Technology Co., Inc.
Director Chen, Kuo-Hung l Department of Electrical Engineering, National Taiwan University l Director of Tailyn Technologies, Inc. 1
l Chairman of Howteh Technology Co., Ltd.
l President of Howteh Technology Co., Ltd. l Chairman of Chaintel Technology Co., Ltd.
l President of Tailyn Technologies, Inc. l Chairman of Litetech System Co., Ltd.
l Chief Strategy Officer of Stark Technology Inc. l Independent Director of Flytech Technology Co., Ltd.
Director Liu, Hsien-Min l Department of Computing, Tamkang University l Executive Vice President, Business Group 68, Stark Technology Inc. 0
l Manager of Acer Incorporated
Director Cheng Fa Investment Co., Ltd.
Representative:
Tsai, Hua-Cheng		 l Bachelor of Finance, Chang Jung Christian University l Sales Supervisor of Stark Technology Inc. 0
l Master of Business Administration, Johnson & Wells University l Responsible person of Cheng Fa Investment Co., Ltd.
l Assistant Manager, Corporate Banking Department, Far Eastern Commercial Bank 　
Independent Director Lu, Jui-Wen l Bachelor of Accounting, Soochow University l Certified Public Accountant of Diwan & Company 0
l Assistant Vice President of Ernst & Young l Independent Director, Convener of Audit Committee, Member of Remuneration Committee, Sustainable Development Committee and Nomination Committee, Stark Technology, Inc.
Independent Director Yu, Yung-Hung l PhD of Business Administration, University of California, Berkeley l Vice Chairman of Fullerton Technology Co., Ltd. 1
l Independent Director of Trigold Holdings Limited
l PhD of Commerce, Sun Yat-Sen University l Independent Director, Convener of Risk Management Committee and Sustainable Development Committee, Member of Audit Committee and Remuneration Committee, Stark Technology, Inc. 
l Master of Business Administration, Colorado State University
l Consulting Partner of Ernst & Young
l Executive Director of EY Management Services Inc. 　
l Adjunct Professor, Wuhan University-Shenzhen Center for Industrial Academia-Research 　
l Independent Director, Convener of Remuneration Committee, Member of New Business Investment Committee and Audit Committee, WPG Holdings Limited 　
Independent Director Tang, Ying-Hua l Department of Electronics, National Taipei Institute of Technology l Adjunct Assistant Professor of National Taiwan University 0
l President, Prosperity Association, College of Science and Management, National Tsing Hua University
l MBA, Leiceter University, UK
l EMBA, National Tsing Hua University l Independent Director, Convener of Remuneration Committee and Nomination Committee, Member of Audit Committee, Stark Technology, Inc.
l Ph.D., Department of Management, National Chiao Tung University
l Product Marketing Manager of United Microelectronics Corporation 　
l Assistant Vice President, Strategic Planning Department, ITE Tech. Inc. 　
l President of Japan Branch Office of ITE Tech. Inc. 　
l President of MemoCom Corp. 　
l President of Waltop International Corporation 　
Independent Director Chu, Wei-Ling l MBA in Business Management, National Chiao Tung University l Independent Director, Zilltek Technology Corp. 2
l Independent Director, Advagene Biopharma Co., Ltd.
l Vice President, Underwriting Department, Grand Fortune Securities Co., Ltd. l Independent Director, Member of Audit Committee, Remuneration Committee, Risk Management Committee and Nomination Committee, Stark Technology, Inc.
l Manager, Underwriting Department, Grand Cathay Securities Corporation
　
l Assistant Manager, Underwriting Department, Capital Securities Corp. 　

 

Diversity of Board Ｍembers

The Company has established the “Corporate Governance Best Practice Principles.” The board members’ composition shall take into account of diversity and its operation, operation pattern and development needs along with the basic conditions (such as, gender, age, nationality and culture) and professional background, technical skills and industry experiences (such as: Information technology, accounting and law) and so on aspects of diversity. Each Board member shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal goal of corporate governance, the Board should have the following skills as a whole:　　

  1. Business judgements
  2. Accounting and financial analysis.
  3. Business management.
  4. Crisis management.
  5. Industry knowledge.
  6. International perspective.
  7. Leadership.
  8. Decision-making, and other professional background.

The tenure for the Company’s current Board of Directors is from May 29, 2025 to May 28, 2028. There are 11 present directors which include 4 independent directors. The board members have a wealth of industry and professional experiences. Independent Director Lu, Jui-Wen possesses professional accounting qualification. There are 4 members with Master’s degree, 2 PhDs. 4 of them have obtained their degrees in the USA, England and China and some members have served in academia, with diverse cultural backgrounds and international perspectives. The Company’s independent directors are not under any of the circumstances as stated in paragraph 3 and 4, Article 26-3 of the Securities and Exchange Act, including none of the directors are spouses or relatives within second degree of kinship with each other, which complies with the regulations of the Securities and Futures Bureau, Financial Supervisory Commission. Directors who are also employees of the Company account for 45.45% of the Board. Independent directors account for 36.36%. Female directors account for 18.18%. Seven directors are aged 61~70. Two directors are aged 51~60, one director is aged 41~50 and one director is aged under 40. One independent director has served for less than 3 years and Three independent director has served for three to nine years of service.

Implementation of the Company's board diversity policy:


 

Specific management objectives and achievement status of the board diversity policy: