List of Directors
Title |
Name |
Main career |
Positions held concurrently in the company |
Chairman |
Lin, Win-Bin |
Master of Science in Electrical Engineering, National Taiwan University Assistant Manager, Marketing Dept., Schmidt Scientific Taiwan Ltd. |
Chief Strategy Office and Chairman, SynPower Co., Ltd. Chairman, Synpower Co., Ltd. Chairman, KING VIEW Co., Ltd. Supervisor, SynPower Co., Ltd. Dongguan Chairman, Chipboard Technology Corporation Chairman, SynTop Co., Ltd. Chairman, Syndia India Private Limited Chairman, HK Synpower Ltd. Director, Synthai Technology (Thailand) Co., Ltd. Chairman, Chi Bin Industrial Co., Ltd. |
Director | Kao Mei Industrial Co., Ltd. Representative: Lin, Ge-Ming (Note) |
EMBA, Aalto University, Finland Head of Asia-Pacific Procurement Center, Taiwan Robert Bosch Co., Ltd. Senior Project Manager, Inventec Appliances Corp. |
Project Special Assistant, SynPower Co., Ltd. |
Director | Hsu, Rong-Chun | Accounting and Management Decision Making Program, EMBA, National Taiwan University Chairman, Rigidtech Microelectronics Corp. |
Chairman, Ever Radiant Incorporation |
Independent Director | Wu, Tsung-Chang | Master of Finance, University of Texas at Dallas, U.S.A. Independent Director, Newretail Co., Ltd. |
Chief Accountant, Vision International |
Independent Director |
Liu, Shuai-Lei |
Master, the School of Law of Chung Yuan Christian |
Managing Partner, Chi-Heng Law Firm |
Independent Director |
Lai, Chao-Sung |
National Yang Ming Chao Tung University Institute of |
Professor, Institute of Pioneer Semiconductor |
Independent Director |
Lee, Ya-Hsun |
Master of Business Administration, Boston University, USA |
Special Assistant to the Chairman, Gordon Auto Body Parts Co., Ltd. |
Note:The institutional director, Kao Mei Industrial Co., Ltd., resigned on March 19, 2025, due to heavy business engagements.
Board Member Diversity Policy and Implementation
According to the Company's "Corporate Governance Best Practice Principles," in order to achieve the goals of corporate governance, the Board of Directors should collectively possess the following competencies:- Judgement of operation
- Accounting and financial analysis capabilities
- Operation and management capabilities
- Crisis handling capabilities
- Professional knowledge
- International market perspective
- Leadership
- Decision-making capacity
To help the Board achieve the aforementioned goals and enhance its effectiveness, the Company has established a board member diversity policy. According to the Company's "Corporate Governance Best Practice Principles," the composition of the board should consider diversity. In addition to ensuring that the number of directors who also serve as company managers does not exceed one-third of the total number of directors, the company should formulate 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 dimensions:
- Basic conditions and values: gender, age, nationality, and culture, etc.
- Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience, etc.
The Company has always paid attention to the diversity of the Board members and aims for at least 25% of the board members to have expertise in accounting, finance, or law. Currently, 2 directors have expertise in accounting and financial analysis, making up 28.57%, and 1 director has legal expertise, making up 14.29%. The remaining directors have expertise in management, industrial engineering, or electrical engineering. The company also focuses on gender equality in the composition of the board and aims to increase the number of directors of different genders to at least one-third (33.33%) of the board. At present, 85.71% (6 members) of the board members are male, and 14.29% (1 member) is female. In the future, the Company will strive to increase the number of directors of different genders to achieve this goal.
Criteria
Name |
Basic Component | Diversified core capabilities | ||||||||||||||||
Nationality or Place of registration | Gender | Concurrently Servicing as an employee | Age | Length of tenure of Independent Directors | Judgement of operation | Accounting and financial analysis capabilities | Operation and management capabilities | Crisis handling capabilities | Professional knowledge | International market perspective | Leadership | Decision-making capacity | ||||||
41 | 50 |
51 | 60 |
61 | 70 |
71 | 80 |
Under 3 Years | 3 | 9 Years |
Over 9 Years | ||||||||||||
Lin, Win-Bin | The Republic of China | Male | v | v | v | v | v | v | v | v | v | |||||||
Kao Mei Industrial Co., Ltd. Representative: Lin, Ge-Ming (Note) |
The Republic of China | Male | v | v | v | v | v | v | v | v | v | |||||||
Hsu, Rong-Chun | The Republic of China | Male | v | v | v | v | v | v | v | v | v | |||||||
Wu, Tsung-Chang | The Republic of China | Male | v | v | v | v | v | v | v | v | v | |||||||
Liu, Shuai-Lei | The Republic of China | Male | v | v | v | v | v | v | v | v | ||||||||
Lai, Chao-Sung | The Republic of China | Male | v | v | v | v | v | v | v | v | v | |||||||
Lee, Ya-Hsun | The Republic of China | Female | v | v | v | v | v | v | v | v | v | v |
Note:The institutional director, Kao Mei Industrial Co., Ltd., resigned on March 19, 2025, due to heavy business engagements.
Assessment Results of the Certifying CPA's Independence
Succession Planning for Board Members and Key Managerial Personnel
Succession Planning for Board Members- The Company adopts a candidate nomination system for the election of directors, with each term lasting three years. Unless otherwise provided by law or the Articles of Incorporation, the election of directors shall be conducted in accordance with the Company's “Rules for Election of Directors.” The nomination and selection process for director candidates must comply with qualification reviews and relevant regulations to ensure that suitable new directors can be effectively elected when vacancies arise or when expansion of board seats is planned.
- The Company's “Corporate Governance Best Practice Principles” stipulate that the composition of the Board of Directors shall consider diversity. Directors concurrently serving as managers of the Company shall not exceed one-third of the total board seats. A diversity policy is formulated based on the Company’s operations, business model, and development needs, covering but not limited to two major aspects: basic attributes and values, and professional knowledge and skills. Board members shall generally possess the necessary knowledge, skills, and character required to perform their duties. To achieve sound corporate governance, the overall capabilities of the board should include operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making abilities.
- The structure of the Board of Directors shall be determined based on the Company's business scale and major shareholders’ shareholding status, with consideration given to practical operational needs. At least one board member shall be of a gender different from the others.
- To enhance the effectiveness of directors in exercising their functions, and in light of changing internal and external environments and development needs, the Company arranges annual training courses for directors to improve their professional competence. This helps implement corporate governance effectively, ensures the continued optimization of board operations, and supports the Company's sustainable development.
- Company has established the “Rules for Performance Evaluation of Board of Directors,” which assess factors such as control over company goals and missions, awareness of responsibilities, participation in operations, internal relationship management and communication, professional competence and training, internal controls, and the expression of concrete opinions. These evaluations ensure the effective functioning of the board and provide a reference for future director selection.
Succession Planning for Key Managerial Personnel
- Employees at the level of Vice President and above are regarded as key managerial personnel. They are responsible for leadership, management, and decision-making within the organization. Each management level has designated deputies to act in their place when necessary. In addition to possessing the necessary professional skills and experience, key managerial personnel must share the Company’s corporate philosophy to ensure sound organizational development and operations.
- To cultivate key managerial personnel and their designated deputies, the Company provides training mechanisms that include not only professional skill development but also participation in internal regular management meetings. Practical training is also conducted through project task management and on-the-job training programs.
- In addition to conducting quarterly performance evaluations to identify areas for improvement, individual development needs, and expectations, the Company also regularly performs human resource assessments. The competencies and demonstrated performance of employees serve as important references for succession planning.
Implementation Status in 2024
- Currently, two senior executives are actively involved in the operations of the Board of Directors.
- On May 15, 2024, a full re-election of directors was conducted at the Annual General Shareholders’ Meeting. The Board now consists of seven directors, including four independent directors. Among the newly elected directors, one is of a different gender, demonstrating the Company’s commitment to board diversity.
- In September 2024, the Company engaged the Taiwan Corporate Governance Association to conduct its first external board performance evaluation. The assessment results and recommendations serve as a reference for the Board in enhancing corporate governance practices.
- In November 2024, the Company carried out internal performance evaluations for the Board, individual directors, and functional committees. The evaluation results serve as a basis for future reappointment or nomination of directors.
- For information regarding the implementation of board diversity, please refer to the “Board of Directors” section on the Company’s official website.
- The Company arranged continuing education programs for directors. As of December 3, 2024, the total training hours completed by directors reached 84 hours. The training topics included corporate governance, review and analysis of financial reports by directors and supervisors, and corporate sustainability action plans.
Performance Evaluation of Board of Directors
To enhance corporate governance and improve the effectiveness of the Board of Directors, the Company has established performance objectives to strengthen board operations. On August 9, 2021, the Board of Directors approved the Board Performance Evaluation Regulations.An internal board performance evaluation is conducted annually, while an external evaluation must be carried out at least once every three years by an independent professional institution or a team of external experts and scholars. The results of both internal and external board performance evaluations must be finalized by the end of the first quarter of the following year.
Rules for Performance Evaluation of Board of Directors
Results of the Internal Performance Evaluation of the Board of Directors
Year 2022
Year 2023
Year 2024
External Performance Evaluation of the Board of Directors
The Company engaged the Taiwan Corporate Governance Association to conduct an external evaluation of the Board of Directors. The evaluation period covered August 1, 2023 to July 31, 2024. The assessment was based on five key dimensions: (1) Composition and Division of Responsibilities of the Board of Directors, (2) Guidance and Supervision by the Board, (3) Delegation of Authority and Risk Management by the Board, (4) Communication and Collaboration Within the Board, and (5) Self-Discipline and Improvement of the Board. A set of criteria-based questionnaires was designed for each dimension to assess the effectiveness of the Company's board governance. The evaluation was conducted through questionnaires and virtual interviews.
The Taiwan Corporate Governance Association issued its evaluation report on September 19, 2024. The Association maintains independence and has no business relationship with the Company. The Company intends to refer to the recommendations in the report to further enhance the functioning of the Board of Directors.
The evaluation results were reported to the Board of Directors on November 5, 2024.
Recommendations and Proposed Measures for Adoption
Item | The recommendation from the evaluation report | The proposed measures to be implemented |
1 | It is recommended that your Company establish an "Orientation Program for New Directors," which could include arrangements such as dedicated briefings, site visits, and discussions with key management to help new directors quickly grasp the Company's operations, thereby enabling them to fulfill their duties effectively. Additionally, it is suggested to consider compiling a "Director's Handbook" containing topics such as an overview of the company's business and industry trends, legal regulations and the rights and duties of directors, internal company rules related to the fulfillment of director responsibilities, and professional development needs, which would serve as a reference for directors and be signed for record-keeping. | The Director's Handbook is expected to be completed and compiled by 2025. |
2 | Your Company’s website has established a whistleblower section and discloses a dedicated email address for reporting. However, the key focus of the whistleblower mechanism is to establish direct communication channels with independent directors. It is recommended that your company set up a whistleblower mailbox that can be simultaneously accessed by independent directors (or the audit committee) to receive reports without prior screening or forwarding, in order to further strengthen the functionality of the whistleblower mechanism. | The whistleblower mailbox was established in November 2024, with the Chairman of the Audit Committee receiving reports concurrently. |
3 | To ensure that the Board of Directors can effectively fulfill their supervisory responsibilities, it is recommended that your Company establish a mechanism and procedure for reporting occasional material events. The regulations should specify the categories of material events that require immediate reporting, the content of the information, the reporting process and timeline, and the appropriate levels for receipt. The reporting recipients should include all board members to ensure that all directors are fully informed of significant company matters even during periods when no board meetings are taking place. | The Major Incident Reporting Procedures were established in August 2025. |