Corporate Governance
Board Composition
To ensure the fair, impartial, and transparent election of directors, the Company has established its Director Election Procedures in accordance with Article 21 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
In selecting directors, the Company takes into consideration the overall composition of the Board of Directors. The composition of the Board shall reflect diversity, and an appropriate diversity policy shall be formulated based on the Company’s operations, business model, and development needs. Such policy should include, but not be limited to, criteria covering the following two major dimensions:
Members of the Board of Directors should generally possess the knowledge, skills, and competencies necessary to perform their duties. Collectively, the Board should possess the following capabilities:
The Company’s specific objectives are to establish an effective corporate governance framework, safeguard shareholders’ rights and interests, strengthen the functions of the Board of Directors, enhance the effectiveness of the Audit Committee, respect the rights and interests of stakeholders, and improve information transparency.
In addition, directors who concurrently serve as the Company’s managers should not exceed one-third of the total number of directors. The Company selects its directors in accordance with its diversity policy, taking into consideration the Board’s operations, the Company’s business model, and its development needs.
In selecting directors, the Company takes into consideration the overall composition of the Board of Directors. The composition of the Board shall reflect diversity, and an appropriate diversity policy shall be formulated based on the Company’s operations, business model, and development needs. Such policy should include, but not be limited to, criteria covering the following two major dimensions:
1. Basic Qualifications and Values: Gender, age, nationality, cultural background, and other factors.
2. Professional Knowledge and Skills: Professional backgrounds (such as law, accounting, industry expertise, finance, marketing, or technology), professional skills, industry experience, and other relevant qualifications.
Members of the Board of Directors should generally possess the knowledge, skills, and competencies necessary to perform their duties. Collectively, the Board should possess the following capabilities:
1. Business Judgment
2. Accounting and Financial Analysis
3. Business Management
4. Crisis Management
5. Industry Knowledge
6. International Market Perspective
7. Leadership
8. Decision-Making
The Company’s specific objectives are to establish an effective corporate governance framework, safeguard shareholders’ rights and interests, strengthen the functions of the Board of Directors, enhance the effectiveness of the Audit Committee, respect the rights and interests of stakeholders, and improve information transparency.
In addition, directors who concurrently serve as the Company’s managers should not exceed one-third of the total number of directors. The Company selects its directors in accordance with its diversity policy, taking into consideration the Board’s operations, the Company’s business model, and its development needs.
(I) Implementation of Board Diversity and Summary of the Collective Competencies of Board Members
The members of the Company’s Board of Directors have diverse professional backgrounds and provide timely advice and recommendations on the Company’s diversified business strategies.
Currently, the Company’s Board of Directors consists of seven directors, including three independent directors. Independent directors account for three-sevenths of the total number of directors, representing approximately 43% of the Board. None of the independent directors has served for more than three consecutive terms, in compliance with the provisions of the Company’s Articles of Incorporation and Corporate Governance Best Practice Principles.
Two directors concurrently serve as employees of the Company, representing 28.57% of the total number of directors.
The current Board comprises six male directors and one female director. In terms of age distribution, two directors are between 51 and 60 years old, three are between 61 and 70 years old, and two are between 71 and 80 years old. All directors are nationals of the Republic of China (Taiwan).
Two directors concurrently serve as employees of the Company, representing 28.57% of the total number of directors.
The current Board comprises six male directors and one female director. In terms of age distribution, two directors are between 51 and 60 years old, three are between 61 and 70 years old, and two are between 71 and 80 years old. All directors are nationals of the Republic of China (Taiwan).
The Company’s non-independent directors possess industry experience in business, legal affairs, finance, accounting, or other areas essential to the Company’s operations. The independent directors possess professional knowledge and expertise in their respective fields. Director Lin Hsiao-Chen is a practicing attorney; Director Chou Che-Yi is a certified public accountant; and Director Chu Yen-Fang holds a Ph.D. in Business Administration from National Taiwan University and is certified as a Project Management Professional (PMP) in the United States.
(II) Board Independence
All members of the Board of Directors are independent and none of them is subject to any of the circumstances specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. In addition, none of the directors has a spousal relationship or a relationship within two degrees of kinship with any other director.
Board of Directors’ Operations
Term of Office of the 11th Board of Directors: May 27, 2026 to May 26, 2029
Attendance and Participation of Directors at Board Meetings
Attendance and Participation of Directors at Board Meetings
| Title | Name | Actual Attendance (B) | Attendance by Proxy | Required Attendance (A) | Attendance Rate (B/A) | Remarks |
| Chairman | CHANG, LI-JUNG | 2 | 0 | 2 | 100% | - |
| Director | LU, I-HSUAN | 2 | 0 | 2 | 100% | - |
| Director | CHEN, TAI-CHUNG | 1 | 1 | 2 | 50% | - |
| Director | CHEN, SHUH | 2 | 0 | 2 | 100% | - |
| Independent Director | CHU, YANN-FANG | 2 | 0 | 2 | 100% | - |
| Independent Director | CHOU, CHE-YI | 2 | 0 | 2 | 100% | - |
| Independent Director | LIN, HSIAO-CHEN | 2 | 0 | 2 | 100% | - |
Directors’ Biographies
| Position | Name | Education | Experience |
|---|---|---|---|
| Chairman | CHANG, LI-JUNG |
Wu Feng Institute of Technology, Department of Mechanical Engineering R&D Personnel, Silicon Wafer Center, Semiconductor Research Laboratory, Tatung Institute of Technology Section Manager of External Operations Division, Hon Hai Precision Industry Co., Ltd. |
Chairman, Fortuna International Holdings Ltd. Director of Hotron Precision Electronic Industrial (Suzhou) Co., Ltd. Chairman, Hotlink Company Limited Chairman, Hotron Precision Electronic Industrial (HuBei) Co., Ltd. Chairman, Hotron Real Estate Development (Tianmen) Co., Ltd. Chairman, Gao Peng Investment Co., Ltd. Director, Chuan hung Investment Co., Ltd. Chairman, Hung Rung Investment Co., Ltd. Chairman of Hung Ming Development Co., Ltd. |
| Director | LU, I-HSUAN |
Master, Graduate Institute of Business Administration, National Chengchi University Vice President of Headquarters, Askey Computer Corp. CFO of Finance Center, Tainet Communication System Corp. President, Honghsuan Information Co., Ltd. |
President of this company President, Fortuna International Holdings Ltd. Director, Hotron Precision Electronic Industrial (Suzhou) Co., Ltd. Chairman and President, Hotron Electron & Telecommunication (Fuqing) Co., Ltd. Director, Hotron Precision Electronic Industrial (HuBei) Co., Ltd. Director and President, Hotron Real Estate Development (Tianmen) Co., Ltd. |
| Director | CHEN, TAI-CHUNG |
Graduated from Annan National Elementary School in Dongshi Township, Yunlin County General Manager of Xiang Yang Development & Construction Co., Ltd. Chairman, Apex Science & Engineering Corp. |
Supervisor, Xiang Yang Land Development Co., Ltd. Chairman, Apex Science & Engineering Corp. |
| Director | CHEN, SHUH |
PhD in Business Administration, National Taiwan University Passed the Certified Public Accountant Examination of the Examination Yuan of the Republic of China (No. 866 of the 75th Taiwan Inspection Meeting) Passed the Senior Professional and Technical Examination in Accounting of the Examination Yuan of the Republic of China (No. 94 of the 72nd Specialized High Examination) Chairman, the Financial Supervisory Commission, Executive Yuan Chairman, Taiwan Stock Exchange Corporation Chairman, TPEx Chairman and President, the Taiwan Academy of Banking and Finance Deputy Minister, the Ministry of Finance Chairman, the Securities and Futures Commission, Ministry of Finance Honorary Professor, Chung Yuan Christian University Adjunct Professor, Chinese Culture University |
Chairman, Zhong Dao Association of Leadership and Culture Chairman, Central Investment Company |
| Independent Director | CHU, YANN-FANG |
PhD in Business Administration, National Taiwan University Project Management Professional (PMP), Project Management Institute (PMI) Adjunct Associate Professor, Shih Chien University Director, National Project Management Association, 5th–8th Terms |
Director, National Project Management Association, 9th Terms |
| Independent Director | CHOU, CHE-YI |
Master’s Degree, Department of Accounting, College of Business, National Taipei University CPA, Chengxin & Co., CPAs Finance Manager, Energy International Co., Ltd. Audit Manager, PricewaterhouseCoopers Taiwan (PwC Taiwan) |
Certified Public Accountant, Hung Ta CPA Firm Assistant Vice Presidents, Abico Avy Co., Ltd. Independent Director, Nan Yang Dyeing & Finishing Co., Ltd. Chairman, 1 Production Film Co. Director, G-yen Hutong Co., Ltd. Director, Avy Co., Ltd. Director, Yallvend Co., Ltd Director, Seinoh Optical Co., Ltd. Supervisor, Power Day Entertainment Co. Supervisor, Abico Plus Entertainment Ltd. Supervisor, Ekeen Precision Co., Ltd. Supervisor, Jabon International Co., Ltd. Supervisor, Ability Venture Management Co., Ltd. Supervisor, Outstanding Management Consultants Co., Ltd. |
| Independent Director | LIN, HSIAO-CHEN |
School of Law, Soochow University Law Clerk, Taiwan High Court |
Partner, Wang Dongshan United Law Firm |
Current Positions, Professional Backgrounds, and Concurrent Directorships of the 11th-Term Independent Directors
| Position | Name | Date of Appointment | Current Position | Major Experience | Current Concurrent Positions as Directors or Supervisors of Other Companies |
| Convener | CHU, YANN-FANG | 2026.05.27 | PhD in Business Administration, National Taiwan University Project Management Professional (PMP), Project Management Institute (PMI) Adjunct Associate Professor, Shih Chien University Adjunct Associate Professor, Soochow University Director, National Project Management Association, 5th–8th Terms |
Independent Directors of HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. for the 9th to 11th Board Terms Director, National Project Management Association, 9th Terms |
None |
| Member | CHOU, CHE-YI | 2026.05.27 | Master’s Degree in Accounting, College of Business, National Taipei University Audit Manager, PricewaterhouseCoopers Taiwan (PwC Taiwan) |
Independent Directors of HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. for the 9th to 11th Board Terms Certified Public Accountant, Hung Ta CPA Firm Assistant Vice Presidents, Abico Avy Co., Ltd. Independent Director, NAN YANG DYEING & FINISHING CO., LTD. Director, G-yen Hutong Co., Ltd. |
Independent Director, Nan Yang Dyeing & Finishing Co., Ltd. |
| Member | LIN, HSIAO-CHEN | 2026.05.27 | School of Law, Soochow University Law Clerk, Taiwan High Court |
Partner, Wang Dongshan United Law Firm | None |
Succession Plan for Board Members and Key Management
(1) Succession Planning and Implementation for Board Members:
(2) Succession Planning and Implementation for Key Management:
The Company has established a comprehensive director selection system and carefully considers the composition and diversity of the Board. The election process for all directors is fair, impartial, and transparent, and complies with the candidate nomination system stipulated in the Company’s Articles of Incorporation. Each director serves a three-year term and is elected in accordance with the Company’s Director Election Regulations. In addition to considering the annual performance evaluation results of Board members as a reference for the selection or nomination of directors, the Company’s Corporate Governance Best Practice Principles specify the capabilities that Board members should possess. Taking into consideration the Company’s operations, business model, and development needs, the Company has formulated an appropriate diversity policy, which includes, but is not limited to, the following two major dimensions:
Basic Attributes and Values: Gender, age, nationality, culture, and other attributes.
Professional Knowledge and Skills: Professional background (such as law, accounting, industry, finance, marketing, or other relevant fields), professional skills (such as operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making), and industry experience.
In addition to possessing outstanding strategic thinking capabilities, prospective successors to Board positions should also have the ability to formulate corporate business strategies and plans, as well as professional experience relevant to the Company’s business operations. To strengthen the functions of the Board, the Company arranges continuing education programs for Board members covering various corporate governance-related topics, including finance, risk management, business operations, commerce, legal affairs, accounting, corporate social responsibility, internal control systems, and responsibilities relating to financial reporting. These programs enable directors to acquire new knowledge, keep abreast of developments, and gain a clear understanding of their roles, functions, responsibilities, and obligations as Board members, thereby facilitating the effective implementation of the Company’s corporate governance system. The Company also identifies potential candidates and evaluates their suitability for Board positions.
Basic Attributes and Values: Gender, age, nationality, culture, and other attributes.
Professional Knowledge and Skills: Professional background (such as law, accounting, industry, finance, marketing, or other relevant fields), professional skills (such as operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making), and industry experience.
In addition to possessing outstanding strategic thinking capabilities, prospective successors to Board positions should also have the ability to formulate corporate business strategies and plans, as well as professional experience relevant to the Company’s business operations. To strengthen the functions of the Board, the Company arranges continuing education programs for Board members covering various corporate governance-related topics, including finance, risk management, business operations, commerce, legal affairs, accounting, corporate social responsibility, internal control systems, and responsibilities relating to financial reporting. These programs enable directors to acquire new knowledge, keep abreast of developments, and gain a clear understanding of their roles, functions, responsibilities, and obligations as Board members, thereby facilitating the effective implementation of the Company’s corporate governance system. The Company also identifies potential candidates and evaluates their suitability for Board positions.
The Company’s succession planning process begins with a careful assessment of the current organizational structure, positions, organizational characteristics, and potential future strategic directions. Based on this assessment, the Company identifies the talent required to support the future development of its organizational strategies and formulates a succession plan for senior management. Successors to key management positions are required to possess strong business management capabilities and strategic thinking, the ability to identify industry changes and respond promptly, and values that are aligned with the Company’s corporate culture and management philosophy.
The Company provides diversified training and development programs for key management personnel, including training courses designed to enhance leadership, cross-functional management, and change management capabilities. The Company also develops career development plans for senior management and provides opportunities for job rotations and overseas assignments to broaden their work experience and enhance their leadership capabilities. Through these initiatives, potential successors can strengthen their business management capabilities and strategic thinking, while the Company systematically develops and strengthens its future management team.
The Company reviews the succession status of its senior management annually. Based on the results of the review, the Company discusses and adjusts its succession plan as appropriate and, when necessary, seeks qualified external talent to join the Company.
