Board of Directors
Organization
Board of Directors
Duties of Board of Directors
The Board of Directors performs its duties in good faith and acts as a good steward with a high degree of self-discipline and prudence in guiding the Company's strategy, overseeing management and being accountable to the Company's strategy, overseeing management and being accountable to the Company and its shareholders. The Company's corporate governance processes and arrangements are designed to ensure that the Board exercises its powers in accordance with laws and regulations, the Company's Articles of Association or resolutions of the General Meeting.
Directors' Members
| Title | Name | Education and Past Positions |
|---|---|---|
| Chairman | JOHN LIN | PhD of Electronics, National Chiao Tung University CEO of inergy Technology Inc. Executive Director and CEO of Guanghong Power Drive (shenzhen) Electronic Technology |
| Director |
TONY HUANG |
B.S. of Applied Physics, Tamkang University Director of DYNACARD CO. LTD. CEO of SUNRISE Branch of Sino-American Silicon Products Inc. |
| Legal Representative Director (DIODES) |
HUANG,ZHENG-XIN |
PhD of Electrical Engineering, University of Texas Director of DiodSent Green Technology Co., Ltd. |
| Director | WILLIAM LIAW | PhD of Electronics, National Tsing Hua University Vice President of inergy Technology Inc. Supervisor of Guanghong Power Drive (shenzhen) Electronic Technology |
| Independent Director | WU,MAO-SHENG |
General Manager of SOUNDS GREAT CO., LTD |
| Independent Director | LAI,HONG-LIN |
Professor and Department Chair of Department of Accounting Information, Chihlee University of Technology Independent Director of Bioteque Corporation |
| Independent Director | JIANG,ZHENG-LONG |
Master of Institute of Electronics, National Chiao Tung University Chairman of Xuan Cheng Han Investment Co., Ltd. |
| Independent Director | ZHENG,HUANG-ZHONG | Director of Hexawave, Inc. Supervisor of High Entropy Materials, Inc. Director of IMQ TECHNOLOGY INC. |
Implementation of Board of Diversity
In accordance with the "Rules for Election of Directors," the corporation shall designate an appropriate number of Board of Directors members based on the business scale and practical operational requirements. This includes, but is not limited to the following key factors:
1.Basic conditions :Gender, age, nationality, and culture etc.
2.Professional knowledge and skills: Professional background (such as law, accounting, industry. finance, marketing or technology), professional skills and industrial experience, etc.
Members of the Board of Directors shall possess the necessary knowledge, skills, and experience to perform their duties. To achieve the ideal objectives of corporate governance, the Board of Directors shall possess the following abilities :
| Title | Name | Board of Directors — Professional Competencies and Experience Matrix | |||||||||||
|
Leadership & Decision-Making |
Business Management & Operations |
Finance, Accounting & Legal | Industry Knowledge | Industry Technology & Technical Expertise | Marketing |
Business Development |
Information Technology |
Risk Management |
Environmental Sustainability |
Social Engagement |
Supply Chain Management |
||
| Chairman | JOHN LIN | V | V | V | V | V | V | V | V | V | V | V | V |
| Director | TONY HUANG | V | V | V | V | V | V | V | V | V | V | V | |
|
Legal Representative Director (DIODES)
|
HUANG,ZHENG-XIN | V | V | V | V | V | V | V | |||||
| Director | WILLIAM LIAW | V | V | V | V | V | V | V | V | V | |||
| Independent Director | WU,MAO-SHENG | V | V | V | V | V | V | V | V | V | |||
| Independent Director | LAI,HONG-LIN | V | V | V | V | V | V | ||||||
| Independent Director | JIANG,ZHENG-LONG | V | V | V | V | V | V | V | V | V | V | V | |
| Independent Director | ZHENG,HUANG-ZHONG | V | V | V | V | V | V | V | |||||
The Board of Directors currently comprises eight directors, including two employee directors (representing 25% of the Board) and four independent directors (representing 50% of the Board). Both general directors and independent directors possess well-rounded academic qualifications and extensive professional experience, ensuring effective implementation of the Board's diversity policy.
The Company places great importance on gender equality within the Board. Upon the comprehensive re-election held at the expiration of directors' terms in 2025, at least one female director has been appointed, with the goal of increasing the proportion of female directors to one-third or more of the Board.
| Title | Name | Gender | Nationality | Age |
Professional Knowledge, Skills ,and Experience (Above 5 years of Experience and The Professional Qualifications) |
Employee |
Time Period as Board Director |
|||
|
41~64 |
Above 65 |
Lecturer or Above from A University in Business, Law, Finance, Accounting, and Corporate Practice | Working Experience in Business, Law, Finance, Accounting and Corporate Practice | 0~9 Years | Above 10 Years | |||||
| Chairman | JOHN LIN | Male |
Taiwan (R.O.C) |
V | V | V | V | |||
| Director | TONY HUANG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
|
Legal Representative Director (DIODES)
|
HUANG,ZHENG-XIN | Male |
Taiwan (R.O.C) |
V | V | V | ||||
| Director | WILLIAM LIAW | Male |
Taiwan (R.O.C) |
V | V | V | V | |||
| Independent Director | WU,MAO-SHENG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
| Independent Director | LAI,HONG-LIN | Female |
Taiwan (R.O.C) |
V | V | V | ||||
| Independent Director | JIANG,JAENE-LONG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
| Independent Director | ZHENG,HUANG-ZHONG | Male |
Taiwan (R.O.C) |
V | V | V | ||||
Board of Directors & Committees
Performance Evaluation
Board of Directors & Committees
Performance External Evaluation
The Communications between the Independent Directors, the Internal Auditors and the CPAs
1. The Commincations between the independet Directors and the CPAs
The Company's independent auditors have presented the findings of the perodically reviews or audits of the Company's financial results and the impact of relevant laws and regulations. The communication channel between the independent Directors and the Independent Auditors functioned well. The communications are summarised as follows:
|
Date |
Meeting | Communications | Results |
|---|---|---|---|
| 2022/Jun/13 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2022/Aug/04 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2022/Nov/03 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2023/Mar/08 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2023/May/03 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2023/Aug/02 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2023/Nov/01 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2024/Mar/05 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2024/May/02 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2024/Aug/01 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2024/Nov/06 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2025/Feb/21 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2025/May/07 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2025/Aug/01 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2025/Nov/05 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2026/Mar/04 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
| 2026/May/06 |
Executive Session with Independent Directors |
The report of the cimmunications between the independent directors and the CPAs | Acknowledged |
2. The Communications between the Independent Directors and Internal Auditors
The Internal Auditor duly submits audit reports to the Independent Directors for review (on a monthly basis) in accordance with relevant regulations. The Internal Auditor also attends all Audit Committee meetings, reports on internal audit operations during these meetings, and maintains effective communication with the Independent Directors. Furthermore, a summary of the communication between the Independent Directors and the Internal Auditor over the years is listed below.
|
Date |
Meeting | Communications |
Independent Directors' Opinions and Subsequent Handling |
|---|---|---|---|
| 2022/Jun/13 |
Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2022/Aug/04 |
Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2022/Nov/03 |
Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2023/Mar/08 |
Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2023/May/03 |
Executive Session with Independent Directors
|
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2023/Aug/02 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2023/Nov/01 |
Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2024/Mar/05 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2024/May/02 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2024/Aug/01 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2024/Nov/06 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2025/Feb/21 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2025/May/07 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2025/Aug/01 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) | Acknowledged |
| 2025/Nov/05 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) |
Recommendation for the Internal Audit Office to evaluate the implementation of an internal audit system, with a follow-up report on the progress to be presented at the next meeting. |
| 2026/Mar/04 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) |
Follow-up on previous recommendations: The Internal Audit Department has completed the system implementation. Independent directors' opinions in this meeting: No opinions. |
| 2026/May/06 |
Executive Session with Independent Directors Audit Committee |
Communication Report between Internal Auditors and Independent Directors (Including: effectiveness of the design and implementation of the internal control system, quarterly execution status of internal audit operations, and follow-up on corrective actions for audit findings, etc.) |
Acknowledged
|
Succession Planning for Board Members and Key Management
1. Sucession Planning for Board Members
The Board of Directors currently consists of eight Directors (including four independent Directors). The members of the Board of Directors have professional qualifications in commerce, law, finance and accounting or other professional backgrounds necessary for the Company's business, experience, decision-making ability, management ability, etc. In the future, the composition of the Board of Directors and the required professional qualifications of the members will remain the same as the current structure.
With regard to succession planning for Board members, in addition to possessing the professional knowledge and skills required to perform their duties, their personality traits and values must also be consistent with the company's core values, culture and business philosophy. In order to maintain the professionalism and experience of the Board members, the sucession planning for the general directors is mainly based on the nomination of candidates recommended by the current Directors. As the independent directors are required to have the necessary professional experience in commerce, law, finance, accounting, or corporate business in accordance to laws and regulations. Therefore the sucession planning for the independent directors comes from the industry and the academia. In addition to the professional qualifications and personality traits mentioned above, the results of the Board's performance evaluation are used as a reference for the nomination of directors for successors. In view of the directors' profesional qualifitions, the Company provides professional training for directors, with a minimum of six hours per year for each countinuing director and a minimum of twelve hours for each newly appointed director. To enhance the effectiveness of the Board's operations.
2. Sucession Planning for Key Management
As well as having the necessary prodessional skills and experience, key management personnel should have a strong alignment with the company's core values, culture and business philosophy. Staff at or above the rank of Director (including) are considered key management personnel and have duty agents are actively developed. In addition to recruiting outstanding talent from outside the company continues to actively develop potential key managers from within. Individual conseling, work exchanges, and experience transfer are used to strengthen the future management team and to select sucessor candidates from among them.
