取締役会情報
Item 3, Article 20 of the Company’s “Principles of Corporate Governance Practices”:
The composition of the board of directors shall be determined by taking diversity into consideration the Company’s business operations, types of operations, and development needs. It is advisable that the policy 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, or technology), professional skills, and industry experience.
The diversified composition of the board of directors of the Company:
The Company has a total of nine directors, including six general directors and three independent directors. The proportion of independent directors in the board of directors is about 33%. None of the three independent directors have served more than three terms. Among them, the term of office of one independent director is less than three years, and the term of office of two independent directors is between four to six years. All three independent directors meet the requirements of independence.
| Director/Independent Director | Name | Education | Working Experience | Current Job |
| Chairman | Yin-Fu Yeh | National Taipei University of Technology Department of Electronic Engineeing | Everlight Electronics Co., Ltd. Chairman & President | Everlight Electronics Co., Ltd. Chairman & president Tekcore Co. Ltd GM |
| Director of Board | Bo-Wen Zhou | Department of Information Engineering of Chien Hsin University of Science and Technology | Everlight Electronics Co., Ltd. Vice President | Everlight Electronics Co., Ltd. Director |
| Director of Board | Bang-Yan Liu | Hsieh Chih Vocational High School | Everlight production business unit president | Everlight Electronics Co., Ltd. Director |
| Director of Board | Ting-Wei Yeh | Ph. D of Material Science of University of Southern California | Sales VP of ELA president of Everlight (Korea) Everlight GM | Everlight Electronics Co., Ltd. Director |
| Independent Director | Rong-Chun Lin | Ph. D of Business Administration of NCCU | Dean of College of Management at Shih Chien University Consultanf of Taiwan Academy of Banking and Finance | Everlight Electronics Co., LTd. Independent Direcor China Metal Products Co., Ltd. Independent Director Antec, Inc. Independent Director |
| Independent Director | Liang-Gee Chen | PhD, Department of Electrical Engineering, National Cheng Kung University | Chair Professor, Department of Electrical Engineering, National Taiwan University Minister of Ministry of Science and Technology, R.O.C. | Everlight Electronics, Independent Director Nuvoton Technology Corporation, Director Vanguard International Semiconductor Corporation, Ganzin Technology, Director Qisda Corporation, Independent Director |
| Independent Director | Chin-Der Ou | Ph.D. in Soil Mechanics from Case Western Reserve University | Chairman and CEO, Taiwan High Speed Rail Corporation Chairman, Taipei Smart Card Corporation Deputy Mayor of Taipei City Minister, Public Construction Commission, Executive Yuan | Director of Century Development Corp., United Development Corporation, Jie-Zheng Property Service & Management Co., Ltd., Tong An Asset Development & Management, Century Tech. Construction & Management Corp. Radium Life Tech. Co., Ltd., Independent Director Elite Advanced Laser Corporation, Independent Director |
| Independent Director | Kuo-Chung Chi | Ph.D. of Institute of Engineering and Applied Sciences of Yale University | Chair Professor of the Department of Photonics of National Chiao Tung University the Office of the President, R.O.C. (Taiwan) | TaiCrystal International Technologies Co., Ltd., Director Best Epitaxy Co., Ltd., Director High Power Opto. Inc., Independent Director Ubright Optronics Corp., Indepent Director |
There are two directors who are also the Company’s employees, accounting for about 22%, and the other 78% are outside directors. Four members of the board of directors have professional academic experience, accounting for about 44% of the board; two of them have backgrounds in materials application and engineering, and the other two have backgrounds in accounting, finance, and business administration. The other five members of the board of directors have rich practical experience in the industry, crisis management, risk management, and company operation, accounting for about 56% of the board. Collaboration between industry and university will achieve great synergy and fully implement the goal of board diversity.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
According to Article 21 of “Corporate Governance Best Practice Principles”, the board members should generally possess the knowledge, skills and literacy for performing their duties. In order to achieve the ideal goal of corporate governance, all the board of directors should have the following capabilities:
- 1. Judgment of operation.
- 2. Abilities of accounting and financial analysis.
- 3. Abilities of operation and management.
- 4. Crisis handling capabilities.
- 5. Industrial knowledge.
- 6. Vision of international market.
- 7. Leadership.
- 8. Decision-making.
[
| Name | Gender | Ages | Nationality | Manager Level | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | Technology and Materials Application Expertise |
| Yin-Fu Yeh | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | V | V | |
| Rong-Chun Lin | Male | 50-70 | R.O.C. | V | V | V | V | V | V | V | |||
| Liang-Gee Chen | Male | 50-70 | R.O.C. | V | V | V | V | V | V | V | |||
| Chin-Der Ou | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | |||
| Kuo-Chung Chi | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | V | ||
| Bo-Wen Zhou | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | |||
| Bang-Yan Liu | Male | 50-70 | R.O.C. | V | V | V | V | V | V | V | |||
| Ting-Wei Yeh | Male | 30-50 | R.O.C. | V | V | V | V | V | V | V | V | V |
The board’s diversification is as follow :
- 1. Out of the 8 directors, 4 are independent directors, accounting for 50% of the total.
- 2. There are a total of 4 directors with a background in science and technology, representing 50% of the board.
- 3. Among the 4 independent directors, 3 have a finance and accounting background, achieving a ratio of 75% of independent director seats.
- 4. Out of the 8 directors, 4 have extensive experience in the LED and related industries, accounting for 50% of the board.
- 5. The number of directors with manager role does not exceed one-third.
