Issue Date: August 22, 2025
 

The Board of Directors is the highest governing unit of the company and serves as the center for significant business decisions. Its responsibilities include appointing and supervising the company's management team, overseeing operational performance, preventing conflicts of interest, and ensuring compliance with various laws, the company's bylaws, and shareholder resolutions in order to exercise its powers. The Board is committed to maximizing shareholder rights and interests.

The Board of Directors currently convenes at least once per quarter, during which the company's management team presents reports on operational performance. The Board then deliberates and decides on future business strategies and significant policies.

The Board has established three functional committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee. Resolutions from these committees are submitted to the Board for discussion, allowing the Board to perform its oversight responsibilities more effectively and enhance shareholder value. Additionally, according to the “Regulations Governing Procedure for Board of Directors Meetings”, major issues related to governance, the economy, society, and investment must be approved by the Board. In 2024, a total of 33 resolutions were passed by the Board, of which 7 were ESG-related.

 


The 12th Board of Directors

According to the "Candidate Nomination System" stipulated in the Articles of Incorporation, the Board of Directors' candidates are elected by the shareholders' meeting. In accordance with the "Corporate Governance Best Practice Principles" of Coretronic, the composition of the Board of Directors should consider diversity. Except for Coretronic's presidents, who cannot serve as a director, the Board should establish appropriate diversity policies based on its operations, business model, and development needs. These policies should include, but are not limited to, the following two major aspects:

1. Basic attributes and values: Gender, age, nationality, and cultural background.
2. Professional knowledge and skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.


Coretronic's Diverse Policy, Management Objectives, and Achievement Status

Category Management Objectives Achievement Status
Concurrent Positions Directors concurrently hold managerial positions in the company shall not exceed one third of total directors. Achieved
Gender At least one female director. Achieved
Term The tenure of independent directors on the Board shall not exceed nine years consecutively. Achieved
Participation Each director's attendance rate at board meetings should reach at least 75%. Achieved



According to Article 18 of Coretronic's Articles of Incorporation, directors shall be elected by the board of directors pursuant to the candidates nomination system. The term of the existing directors is from June 18, 2025 to June 17, 2028. 

Name Position Gender Age Independent Director Seniority Highest Education & Other Significant Position Professional Field
Mr. Wade Chang Director Male 71~80 -
  • Master of NTU-Fudan EMBA , National Taiwan University
  • Chairman, Coretronic Corporation
  • Operating & Management
  • Industrial Knowledge
  • Risk Management
Hsun Chieh Investment Ltd.
Representative: Mr. Hsin-Chieh Hsu
Director Male 51~60 -
  • Master in Business Administration, Tunghai University
  • Senior Vice President, Hsunchieh Investment Co., Ltd.
  • Operating & Management
  • Industrial Knowledge
  • Risk Management
  • Financial Accounting
  • Financial Investment
Hanns Prosper Investment Corporation
Representative: Mr. Yu-Chi Chiao
Director Male 61~70 -
  • Doctor of Business Administration, City University of Hong Kong
  • Doctor of Business Administration, Fudan University
  • Chairman and President, HannStar Display Corp.
  • Operating & Management
  • Industrial Knowledge
  • Risk Management
Mr. Han-Ping D.Shieh Director Male 71~80 -
  • Ph.D. in Electrical and Computer Engineering, Carnegie Mellon Univ.
  • Life Chair Professor, National Yang Ming Chiao Tung Univ.(NYCU)
  • Operating & Management
  • Industrial Knowledge
Mr. Hsing-Yi Chow Independent Director Male 61~70 6~9 years
  • Ph.D. in Business,Indiana University-Bloomington, US
  • Emeritus Professor, Department of Finance, National Chengchi University
  • Risk Management
  • Financial Accounting
  • Financial Investment
  • Corporate Governance
Ms. Audrey Tseng Independent Director Female 61~70 less than 6 years
  • Master of Business Administration, Executive MBA of National Taiwan  University and Fudan University
  • Advisory member, Bio Taiwan Committee
  • Risk Management
  • Financial Accounting
Mr. Hung-Pin Ku Independent Director Male 41~50 less than 6 years
  • BS in Law, National  Taipei University
  • Lawyer, KU, HUNG PIN Law Firm
  • Legal Affairs 

Performance Evaluation of Board of Directors

機制
Mechanism

The Board of Directors of the Company has stipulated the “Regulations for Performance Assessment of the Board of Directors” in April 2018 and it was published on the website of the Company. The performance of the Board of Directors will be evaluated every year and the assessment results will be reported to the Board of Directors. In addition, an external performance assessment of the Board of Directors will be conducted by an external professional independent institution at least once every three years and the assessment results will be reported to the Board of Directors. The Board of Directors resolved the amendment to the “Regulations for Performance Assessment of the Board of Directors” in October 2019, and the performance assessment of the functional committee has been conducted since 2020. 
 


評估結果

Internal Evaluation Results of the Board of Directors, Board Members, and Functional Committees in 2024
  • Board of Directors: the assessment standards include Engagement of company operation, Enhance the decision-making quality in the Board of Directors, Composition and structure of the Board of Directors, Election and continual education of the director, and Internal control. Overall, the evaluation scored 4.6 out of 5, which demonstrates the effectiveness of the Board of Directors.
  • Board members: the assessment standards include Awareness of the company's goals and missions, Awareness of the directors' duty, Engagement of company operation, Internal relation management and communication, Directors' expertise and continual education, and Internal control. Overall, the evaluation scored 4.7 out of 5.
  • Compensation Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, Composition and election of the committee members, and Internal control. Overall, the evaluation scored 4.9 out of 5, which demonstrates the effectiveness of the Compensation Committee.
  • Audit Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, Composition and election of the committee members, and Internal control. Overall, the evaluation scored 4.9 out of 5, which demonstrates the effectiveness of the Audit Committee.
  • Nomination Committee: the assessment standards include Engagement of company operation, Awareness of the duty of committee members, Enhance the decision-making quality in the committees, and Composition and election of the committee members. Overall, the evaluation scored 4.9 out of 5, which demonstrates the effectiveness of the Nomination Committee.

The company has submitted the aforementioned evaluation results to the Board of Directors in March 2025, and these results will be used as reference for continuously strengthening the functions.
 

評估結果

External Evaluation Results of the Board of Directors

Coretronic has commissioned "Ernst & Young Business Advisory Services Inc. (EY)" in October 2023 to assess the performance of our Board of Directors. The EY institution and the executing experts have no business dealings with our company and maintain independence. In January 2024, a Board of Directors performance evaluation report was issued, and the external evaluation results were soon be reported to the Board of Directors in February 2024.

  • Evaluation period: January 1, 2023, to December 31, 2023
  • Evaluation method: EY conducted a review of the relevant documents provided by the company and arranged an on-site interactive session with the directors on October 30, 2023.
  • The evaluation criteria: By reviewing the three aspects of Board Structure, People, and Process and Information. EY accomplished this by examining relevant documents, interacting with directors, and analyzing questionnaires on Board performance, in order to provide recommendations.
  • Evaluation result: All three dimensions is performed as "advanced", the improvement form on the right have been formulated based on recommendations provided by EY.