Board of Directors
Board Responsibilities
According to Articles of Incorporation, the Company has Board of Directors consisting of 5 to 7 directors who will be elected by the shareholders’ meeting from the director candidate list via the candidate nomination system. Each director will serve an office term of three years and may be re-elected. The number of directors shall be decided by the board of directors.
The Board of Directors shall direct the Company’s strategy, supervise the management team, be responsible to the Company and shareholders, and make arrangements for the various operations and arrangements of the Company’s governance system to ensure that it exercises its authorities in accordance with laws and regulations, the Company’s Articles of Incorporation or the resolutions of the shareholders’ meeting.
Performance Evaluation
The Company has established a Board performance evaluation system, and the Board has passed the Rules for Performance evaluation of Board of Directors and Functional Committee on September 24, 2021.The Board performance internal evaluation shall cover the self-evaluation of the Board as a whole, individual directors and Functional Committees and be conducted once every year; the external evaluation shall be conducted at least once every three years by an external professional independent institution or an external team of experts/scholars and the current year performance evaluation shall be conducted by the end of the year.
The Board performance evaluation shall include the following five aspects: participation in the Company’s operation; the Board’ decision making quality; the composition and structure of the Boards; the election and continuing education of directors; and internal control. Individual directors: which should cover alignment of the goals and missions of the Company; understanding of the duties and responsibilities of directors; participation in the Company’s operation; management of internal relationships and communications; professionalism and continuing education; and internal control. The performance evaluation of Functional Committees shall also include five aspects: participation in the Company’s operation; understanding of the duties of functional committees; the functional committees’ decision-making quality; the composition of functional committees and the election of their members and internal control.
The Company evaluate the performance of the “Board of Directors“, “the Board members”, “Audit Committee” and “Remuneration Committee”, and the evaluation results are divided into five Levels: very poor (strongly disagree), poor(disagree), moderate (average), good (agree) and excellent (strongly agree).The 2025 internal self-evaluation results of the Company’s “Board of Directors”, “Board Members”, “Audit Committee” and “Remuneration Committee” are good, good, excellent, and excellent, respectively, which sufficiently indicate that the Company’s Board of Directors and functional committees are operating effectively.
The Company enlisted the services of the Taiwan Institute of Ethical Business “the Institute” to conduct the external evaluation in 2023. The evaluation was conducted by questionnaire, written review, and on-site interview from four aspects of the professional functions of the Board (the composition and structure of the Board members, the election and appointment of directors and continuous education), the decision functions of the Board (the degree of participation in the Company’s operations, and the improvement of the decision-making quality of the Board), the level of emphasis on internal control and supervision, and the Board’s attitude towards sustainable management.
Summary of the evaluation as below:
The background of the Company’s independent directors covers accounting, medicine, medical equipment, and other majors, and they can provide diversified opinions from different perspectives. Board members are deeply involved in the Company’s operations and give full play to their decision-making effectiveness.
The recommendations mainly include: increasing the diversity of the Board of Directors, continuously reviewing the appropriateness of talent performance evaluation standards, and increasing the discussion of sustainable development issues in the Board of Directors.
In response to the above recommendations, the Company will discuss and formulate a plan, including carefully evaluating the list of director candidates when reelection in the future, and incorporating gender elements into the evaluation, so as to make the composition of the Board more diverse and help introduce different values. Strengthen the Board diversity; The Company will regularly review the performance evaluation standards and increase relevant discussions in Board meetings to make them closer to the actual needs of the Company, develop more detailed and clear operational standards for the evaluation standards; and seek the advice of external consultants. It is recommended to provide diverse perspectives on talent cultivation and development to formulate appropriate development plans, reward systems, or performance evaluation standards.
The results of the internal assessment of the Republic of China in 2025 should be reported to the remuneration committee and board of directors meeting in the first quarter of 2026, as a reference for updating the performance, remuneration and nomination of members of the board of directors and functional committees.
Major Resolutions of Board Meetings
Election of Directors
- The candidate nomination system as required by Article 192-1 of the Company Act is adopted for the selection of directors.
- The term of office of the current Board of Directors is from June 1, 2024 to May 31, 2027.
- The Company sets up the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act and sets up the Remuneration Committee in accordance with Article 14-6 of the Securities and Exchange Act.
Directors Profiles
Education
- Master of Institute of Electrical Engineering, National Cheng Kung University
Experience
- VP , Innolux Corporation and General Manager of Intelligent Large-sized Solution Business Group, Innolux Corporation
Professional qualifications and experience
- Mr. Pan holds a Master’s degree from the Department ofElectrical Engineering, National Cheng Kung University and currently serves as VP , Innolux Corporation and General Manager of Intelligent Large-sized Solution Business Group, Innolux Corporation. He possesses almost 30 years of display industry and over 5 years of work experience in Commerce, Finance and otherwise necessary for the Business of the Company. He possesses international perspectives and the ability to make professional market competition judgments, leading innovatively, conducting management administration, planning strategies and conducting crisis management to lead the Company to become an industry pioneer and move towards sustainable management.
Education
- M.S., Department of Industrial Education, National Taiwan Normal University
Experience
- Associate Vice President of Human Resources and Chief Sustainability Officer, Innolux Corporation
- Senior Administrator, Winbond Electronics Corp
Professional qualifications and experience
- Mr. Peng holds a Master’s degree from the Department of Industrial Education at National Taiwan Normal University and currently serves as Associate Vice President of Human Resources and Chief Sustainability Officer at Innolux Corporation. With extensive experience in multinational human resources management, Mr. Peng leads Innolux’s sustainability strategy and promotes a sustainability-oriented corporate culture. Mr. Peng has dual expertise in strategic human resource management and sustainable governance. His strengths in crisis management, global perspective, leadership and decision-making enable him to support the company in making independent and professional decisions across key governance domains, guiding Innolux toward sustainable business practices.
Education
- M.S., Materials Engineering, National Tsing-Hua University
Experience
- Chairman, Innolux Education Foundation
- Chairman, Innolux Corporation
- Vice President, Chi Lin Technology Co., Ltd.
- Deputy Plant Director, Unipac Optoelectronics Corp.
- Associate Researcher, Material Research laboratories, Industrial Technology Research Institute
Professional qualifications and experience
- M.S., Materials Engineering, National Tsing-Hua University. Over 30 years of experience in flat display industry. He experiences in manufacturing and R&D of the display industry and has extensive business experience. He possesses over 5 years of work experience in commerce, finance and otherwise necessary for the business of the Company, internal perspectives and the ability to make professional market competition judgments, leading innovatively, conducting management administration, planning strategies and conducting crisis management.
Education
- Executive Master of Business Administration (EMBA), Finance Institute, College of Management, National Taiwan University
Experience
- Director of EBC, Eastern Broadcasting Co., Ltd.
- Director, Sherpa Holdings Co., Ltd.
- Co Founder, Metacore System Inc.
Professional qualifications and experience
- Executive Master of Business Administration (EMBA), Finance Institute, College of Management, National Taiwan University. Ms. Lee is now the Director of EBC, Eastern Broadcasting Co., Ltd. She has more than 10 years of experience in finance, securities, finance, and investment related fields, and possesses over 5 years of work experience in the area of commerce, finance and necessary for the business of the company. She has international market perspective and insight into corporate governance, financial analysis, and industry development.
Education
- MBA, George Washington University, USA
Experience
- President, Yuanta Securities Co., Ltd.
- Managing Director, Deutsche Securities Asia, Taipei Branch, Hong Kong
- Managing Director, Credit Suisse Securities Limited, Taipei Branch, Switzerland
- Managing Director, Barclays Securities Limited, Taipei Branch, United Kingdom
Professional qualifications and experience
- M.B.A., George Washington University, USA. He is now the CEO of Quantum International Corp. and the convener of the Company’s Audit Committee and Remuneration Committee. He has more than 22 years of experience in finance, securities, finance, and investment related fields, with insight into corporate governance, financial analysis, and industry development.
Education
- Department of Mechanical Engineering, Tatung University
Experience
- President, Taiwan Medical and Biotech Industry Association
- Advisory Committee Member, Engineering Technology Promotion Center, Ministry of Science and Technology
Professional qualifications and experience
- Bachelor, School of Medicine, Taipei Medical University. He is now Chairman and President of Apex Health Care Mfg., Inc., and is a member of the Company’s Audit Committee and Remuneration Committee. He has over 32 years of experience in industrial operations, with more than 5 years of experience in commerce, finance and otherwise necessary for the business of the Company, and the ability to conduct corporate governance, finance, commerce, marketing and industry-related operational planning, operation and management practices.
Education
- School of Medicine, Taipei Medical University
Experience
- Academic Vice President, Yuanpei University of Medical Technology
- Chair Professor, Yuanpei University of Medical Technology
Professional qualifications and experience
- Bachelor, School of Medicine, Taipei Medical University. He is now Adjunct Professor of School
- of Medicine, National Yang Ming Chiao Tung University, and a member of the Company’s Audit Committee and Remuneration Committee. He has over 18 years of academic research experience in medical imaging and radiology technology, and specializes in academic research on medical imaging and radiology technology. He has over 5 years of professional qualification as a lecturer or above in a public or private college or university with a department related to the Company’s business.
Professional qualifications and independence analysis of directors
- The professional qualifications and independence of the Company’s board members are as follows:
Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years of Work Experience
| Criteria | Mr. Hung-Chi Li | Mr. Chi-Tsung Huang | Mr. Yi- Hung Chou |
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University | – | – | V |
| A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company | – | – | – |
| Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company | V | V | V |
Independence Criteria
| Criteria | Mr. Hung-Chi Li | Mr. Chi-Tsung Huang | Mr. Yi-Hung Chou |
| (1)Not an employee of the Company or any of its affiliates. | V | V | V |
| (2)Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). | V | V | V |
| (3)Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders. | V | V | V |
| (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3). | V | V | V |
| (5)Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company’s outstanding shares, a top five shareholder, or appointed as the Company’s director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). | V | V | V |
| (6)Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company’s director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). | V | V | V |
| (7)Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company’s chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). | V | V | V |
| (8)Not a director, supervisor, or executive officer of a specific company or institution with financial or business dealings with the Company, or shareholder with 5% or more shares of the Company (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company’s outstanding shares, and is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws). | V | V | V |
| (9)Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions. | V | V | V |
| (10)Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company; | V | V | V |
| (11)Not having any of the situations set forth in Article 30 of the Company Act of the ROC. | V | V | V |
| (12)Not a government agency, juristic person, or its representative set forth in Article 27 of the Company Act of the ROC. | V | V | V |
| Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director | – | – | – |
Board Diversity Policy
To strengthen corporate governance and promote the sound development of the Board of Directors’ composition and structure, the Company’s policy on diversity of board members per Article 20, Paragraph 3 of its Corporate Governance Principles indicates that: the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company managerial officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
(1) Basic requirements and values: Gender, age, nationality, and culture.
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology,) professional skills and industry experience.
The company’s current Board of Directors consists of 7 directors, including 4 non-executive directors and 3 independent directors. All members possess knowledge of finance, business and industry; an international market perspective; and professional ability to lead, make an operating judgment, manage the business and do crisis management. There are not any matters specified in Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act. Directors who are also employees of the Company account for 0% of the Board. Independent directors account for 42.86%. Female directors account for 14.28%. Three independent directors has served for more than 3 years. Two director is age 40-49.Two directors are aged 50-59. Two directors are aged 60-69 and one director is aged 70-79. The Company values gender equality in the composition of the Board and has set a target of 15% or more female directors. We elected one female director to the next Board as to achieve the target. Implementation of the diversity of the Board members is as follows:
Professional knowledge and skills
| Criteria | Mr. Hung-Chi Li | Mr. Chi-Tsung Huang | Mr. Yi- Hung Chou |
| Operational Judgments | V | V | – |
| Management Administration | V | V | V |
| Accounting & Financial analysis | V | V | V |
| Business & Economics | V | V | – |
| Crisis Management | V | V | V |
| Knowledge of the industry | V | V | V |
| International market perspective | V | V | V |
| Ability to lead and to make policy decisions | V | V | V |
Years of independent director
| Criteria | Mr. Hung-Chi Li | Mr. Chi-Tsung Huang | Mr. Yi- Hung Chou |
| Below 3 years | V | V | V |
| 4 to 9 years | – | – | – |
Director status／Age／Nationality
| Criteria | Mr. Hung-Chi Li | Mr. Chi-Tsung Huang | Mr. Yi- Hung Chou |
| 40-49 years old | – | – | – |
| 50-59 years old | V | – | – |
| 60-69 years old | – | V | – |
| 70-79 years old | – | – | V |
| Gender | Male | Male | Male |
| Employee identity | – | – | – |
| Nationality | TW | TW | TW |