Board of Directors and Functional Committees

Board of Directors Membership​ and Resume

Position

Name, Education & Experience, Major Current Positions

  • Chairman

    FANG,MING-CHING

    Education & Experience

    • Mechanical Engineering of Cheng-Shiu Junior College
    • Chairman of Kunhexing Building Materials Co., Ltd.

    Major Current Positions

    • Chairman and General Manager of PANJIT International Inc.
  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD. Representative: FANG,MING-TSUNG

    Education & Experience

    • Civil Engineering of Cheng-Shiu Junior College
    • Chairman of MILDEX OPTICAL INC.

    Major Current Positions

    • Chairman of MILDEX OPTICAL INC.
  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative: JAN,WEN-SHIUNG

    Education & Experience

    • Master of International Business, National Taiwan University
    • Vice President of Investment Research Department of Paradigm Asset Management Co., Ltd.
    • Vice Chairman of GIANTPLUS TECHNOLOGY CO., LTD.

    Major Current Positions

    • Chairman and General Manager of iCatch Technology, Inc
  • Board of Director

    CHUNG,YUN-HUI

    Education & Experience

    • Electronic Engineering of China Junior College of Technology
    • Factory Manager of Rectron Limited

    Major Current Positions

    • Director of PANJIT INTERNATIONAL INC.
  • Independent Director

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Independent Director

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen University
    • Vice General Manager of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice President of Asia Vital Components Co.,Ltd.
  • Independent Director

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of above Board of Director were from 12 June, 2020 to 11 June, 2023.

Board of Director's Assessment of Performance​

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2019 is as below.

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Overall board performance assessment

    Evaluation Method

    The assigned group according to the actual operation to assess the assessment.

    Grading criteria

    • Participation in the operations of the Company;
    • Improvement of the quality of the board of directors' decision making;
    • Composition and structure of the board of directors;
    • Election and continuing education of the directors;
    • Internal control

    Evaluation Results

    • The score was 95.73 points. The results showed that the overall operation of the board of directors was still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 23, 2020.
  • Individual Board Members Performance

    Evaluation Method

    Self-assessment by Board members

    Grading criteria

    • Familiarity with the goals and missions of the company;
    • Awareness of the duties of a director;
    • Participation in the operations of the Company
    • Management of internal relationship and communication;
    • The director's professionalism and continuing education;
    • Internal control

    Evaluation Results

    • The overall average score was 96.43 points, and the results showed that the directors have positive commend on the efficiency and effect of the performance indicators.
    • The above performance evaluation results were reported to the board of directors on March 23, 2020.

Directors Implement Board Diversity Policy

In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.
The composition of the company's board of directors is based on the company's operations, operating styles, and development needs, and is selected as a member with diverse backgrounds and perspectives. The implementation situation is described below:

Dimension I:Basic Component

Board of
Directors
Membership

Nationality

Gender

Seniority of
Independent director

Age

50-60 years

61-70 years

over the age of 71

FANG,MING-CHING Chairman

R.O.C.

Male

NA

V

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG
Director

R.O.C.

Male

NA

V

KINGMAO INVESTMENT CO.,LTD.
Representative: JAN,WEN-SHIUNG
Director

R.O.C.

Male

NA

V

CHUNG YUN HUI Director

R.O.C.

Male

NA

V

FAN,LIANG-FU
Independent Director

R.O.C.

Male

Less than 3 years

V

CHEN,YI-CHENG
Independent Director

R.O.C.

Male

Less than 3 years

V

CAI,JIA-HONG
Independent Director

R.O.C.

Male

Less than 3 years

V

Dimension II: Background and Experience

Board of Directors Membership

Professional
background

Professional Skills

Industry Experience

FANG,MING-CHING
Chairman

V

V

V

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG
Director

V

V

V

KINGMAO INVESTMENT CO.,LTD.
Representative:
JAN,WEN-SHIUNG Director

V

V

V

CHUNG YUN HUI
Director

V

V

V

FAN,LIANG-FU
Independent Director

V

V

V

CHEN,YI-CHENG
Independent Director

V

V

V

CAI,JIA-HONG
Independent Director

V

V

V

Dimension III: Capabilities

Board of Directors Membership

Ability to
perational judgments

Ability to accounting
and financial analysis

Business Management

Crisis management
ability

Knowledge of the industry

Aninter national market perspective

Leadership ability

Decision-
making ability

FANG,MING-CHING
Chairman

V

V

V

V

V

V

V

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG
Director

V

V

V

V

V

V

V

KINGMAO INVESTMENT CO.,LTD.
Representative:
JAN,WEN-SHIUNG Director

V

V

V

V

V

V

V

V

CHUNG YUN HUI
Director

V

V

V

V

V

V

V

FAN,LIANG-FU
Independent Director

V

V

V

V

V

V

V

CHEN,YI-CHENG
Independent Director

V

V

V

V

V

V

V

V

CAI,JIA-HONG
Independent Director

V

V

V

V

V

V

V

V

Directors and Managers' liability insurance

1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2020 years as follows:

  • Insured
    Objects

    All directors
    and managers

  • Insurance
    Company

    Tokio Marine New
    Insurance Co., Ltd

  • Insured
    Amount

    US$3,000,000

  • Insurance
    Period

    2020.03.08 ~ 2021.03.08

  • Report
    Date

    March 23, 2020

Major Resolutions of Board Meetings

  • 2020.08.28

    Approved of the equipment investment.

  • 2020.08.12

    Approved to enlarge and amend regulations, ''Internal Control System '' and "Audit Implementation Rules".

    Approved to amend「Procedures for repurchasing of treasury」.

    In response to the "Economic Substance Law Implementation Rules" issued by the British Virgin Islands and simplifying the group's financial communication process, the company intends to adjust the group company's capital loan and structure.

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved to abandon the unused endorsement and guarantee facilities in subsidiaries .

    Approved of the Managers' performance bonus for 2nd Quarter 2020.

    Approved to increase managers' salaries.

    Approved of the Managers' 2019 compensation.

  • 2020.06.12

    通過推選本公司新任董事長案

    通過本公司第四屆「薪資報酬委員會」薪酬委員委任案

    通過訂定本公司「買回庫藏股作業程序」案

  • 2020.05.13

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved of the endorsement and guarantee facilities in subsidiaries.

    Approved of the distribution of the directors' compensation for 2019.

  • 2020.04.29

    Approved the ‎list of candidates for (independent) directors.

    Approved to release the directors and representatives of corporate directors
    from the competition restrictions.

    Approved to amend Rules on 13th Transfer Repurchase shares to employees..

  • 2020.03.23

    Approved of the distribution of the directors' 2019 compensation .

    Approved of the distribution of the directors', and employees' 2019 compensation .

    Approved the 2019 Business Report and Financial Statements.

    Approved the Proposal for distribution of 2019 profits.

    Approved to repurchase PANJIT common stocks.

    Approved to issue 2019 Assessment of the effectiveness and Statement of Internal Control System.

    Approved to enlarge and amend regulations.

    Approved to amend "Rules of Procedure for Shareholders Meetings".

    Approved to re-election of directors.

    Approved to release the directors and representatives of corporate directors from the competition restrictions.

    Approved to ‎convene 2020 regular shareholders' meeting.

    Approved to ‎accept letter of nomination for re-election of directors from shareholder(s) holding one percent (1%) or more of the total number of
    outstanding shares of the company."

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

  • 2020.01.17

    Approved 2020 Business Plan.

    Approved of the Certified Public Accountants and assess the accountants's independence.

    Approved to amend "Procedures for Ethical Management and Guidelines for Conduct".

    Approved of the application for general credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved to abandon the application for general credit lines , foreign credit lines ,and derivatives transactions lines that approved by the board during 2019.

    Approved to abandon the unused endorsement and guarantee facilities in subsidiaries .

    Approved of the endorsement and guarantee facilities in subsidiaries .

    Approved of the Managers' 2019 year-end bonus .

    Approved of the Managers' remuneration and performance during 2019.

    Approved of the Directors' remuneration and performance during 2019.

Audit Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.
  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Members

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of the Audit Committee is from 12 June, 2020 to 11 June, 2023.

Audit Committee Performance Assessment

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2019 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Audit Committee performance assessment

    Evaluation Method

    Evaluated by the Audit Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment results show that the overall operation of the Audit Committee of the company is still perfect, in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 22, 2019.

The Communication between Independent Directors, Internal auditor supervisor and CPAs

I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The internal audit supervisor regularly report to the independent directors during the audit committee meeting, and disussion the audit result and follow-up status.

B. The company's CPA present company's financial report and audit (or review) result to independent directors during the audit committee meeting semiannual, and provide professional advice and recommendations for the company's major decisions in the audit committee and the board of directors nonscheduled.

II. Summary of the communication between independent director and internal audit supervisor.
The communication between independent director and internal auditor supervisor are going well for auditing and implementation.
The summary for previous communication is as follows:

Meeting and Date

Communication Matters

Communication Method

Result

  • 2019.03.22
    Audit Committee

    1.The internal audit report for the forth quarter of 2018.
    2.The Internal Control System Statement for 2018.
    3.Revise the Company's 「Procedures for Acquisition or Disposal of Assets」
    4.Revise the Company's 「Procedures for Endorsment & Guarantee」.
    5.Revise the Company's 「Procedures for Lending Funds to Other Parties」.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make any recommendation.

  • 2019.05.10
    Audit Committee

    1.The internal audit report for the 1st quarter of 2019.
    2.Revise the Company's 「Internal Control System」 and 「Audit Implementation Rules」.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make any recommendation.

  • 2019.08.08
    Audit Committee

    1.The internal audit report for the 2nd quarter of 2019.
    2.Revise the Company's 「Ethical Corporate Management Best Practice Principles」

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make any recommendation.

  • 2019.11.08
    Audit Committee

    1.The internal audit report for the 3rd quarter of 2019.
    2.Annual audit plan of 2020.
    3.Revise the regulations,「Internal Control System 」and 「Audit Implementation Rules」.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make any recommendation.

III.The summary for previous communication between independent directors and CPA.
The communication mechanism between the independent directors and the independent auditors works well.
The summary for previous communications are as follows:

Meeting and Date

Communication Matters

Communication Method

Communication Result

  • 2019.03.22
    Audit Committee

    The 2018 Business Report and Financial Statements.

    Attended and report on the conclusions of the company's 2018 individual and consolidated financial reports.

    1.Have been fully communicated and reviewed by the Audit Committee and approved by the Board of Directors.
    2.The Independent directors didn't make any recommendation.

  • 2019.08.08
    Audit Committee

    2019Q2 Consolidated Financial Statement.

    Attended and report on the conclusions of the company's 2019Q2 consolidated financial reports.

    1.Fully communicated and released after the board report.
    2.The Independent directors didn't make any recommendation.

Compensation Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice President and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.
  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Members

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of the Compensation Committee is from 12 June, 2020 to 11 June, 2023.

Compensation Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2019 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Criteria / Evaluation Result

  • Overall Compensation Committee Performance Evaluation

    Evaluation Method

    Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment results show that the overall operation of the Compensation Committee of the company is still perfect, in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 22, 2019.