Issue Date: March 18, 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.
Under the purview of the Board of Directors, there are three functional committees: the Audit Committee, the Compensation Committee, and the Nomination Committee. These committees review and discuss matters before presenting them to the Board for decision-making. Through the scrutiny of these functional committees, the Board fulfills its responsibilities and enhances shareholder interests. In addition, apart from the matters specified in the "Rules of Procedure for Shareholders Meeting," the Board of Directors and the three functional committees report significant events related to governance, finance, society, and investments to the Board. In 2022, a total of 26 significant events were reported to the Board.
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 | - |
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| Hsun Chieh Investment Ltd. Representative: Mr. Hsin-Chieh Hsu |
Director | Male | 51~60 | - |
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| Hanns Prosper Investment Corporation Representative: Mr. Yu-Chi Chiao |
Director | Male | 61~70 | - |
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| Mr. Han-Ping D.Shieh | Director | Male | 71~80 | - |
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| Mr. Hsing-Yi Chow | Independent Director | Male | 61~70 | 6~9 years |
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| Ms. Audrey Tseng | Independent Director | Female | 61~70 | less than 6 years |
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| Mr. Hung-Pin Ku | Independent Director | Male | 41~50 | less than 6 years |
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Performance Evaluation of Board of Directors
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.
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.
External Evaluation Results of the Board of Directors
In 2023, the Company entrusted Ernst & Young Management Services Inc. implemented the 2023 performance assessment of the Board of Directors based on the three assessment aspects, including the Board of Directors’ structure, people, and process flow. The performance assessment of the Board of Directors was conducted via questionnaire and group assessment. The overall assessment on the comprehensive performance is evaluated as advance.
