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I. Corporate Governance Chart Last updated : 2022 / 06 |
II.Management teamLin Mu-Ho
Academic background - MBA, Pacific Western University Career background - Chenming Electronic Tech. Corp.- Chairman Charles Lo
Academic background - Postgraduate Study of Finance, Tamkang University Career background - Chenming Electronic Tech. Corp.- President Wu Ruei Chuan
Academic background - EMBA, National Taipei University Career background - Chenming Electronic Tech. Corp.- Vice President IBM Administrative commissioner Chang Qinxing
Academic background - EMBA, Sun Yat-Sen University - Chenming Electronic Tech. Corp.- Vice President Liyi Electronic Business Specialist Chueh Chung-Hui
Academic background - Tatung University -Doctor - Chenming Electronic Tech. Corp.- Vice President Chenming Electronic Tech. Corp.- A.V.P. Hsiao Kuang-Chih
Academic background - Hsinpu Junior College - Chenming Electronic Tech. Corp.- Vice President Heshan Jianhao Lighting - Manager of Business Division Chang Chu-Chih
Academic background - De Lin Institute of Technology - Chenming Electronic Tech. Corp.- Vice President Getac Technology – Senior Manager of Quality Assurance |
Chenming corporate internal audit is an independent department, directly report to the board of directors; besides presents in the Board of Directors meeting, it also presents to the chairman and audit committee monthly or as needed.
The internal audit procedures specify the internal controls of the internal audit review process and report on the suitability, effectiveness and efficiency of the design and routine operations of the controls; the scope covers all operations and their subsidiaries.
The audit is carried out mainly on the basis of the audit plan adopted by the board of directors. The audit plan is based on the identified risks and is subject to special audit or review.
Internal audit review of the self-inspection carried out by various units, including checking whether the operation is performed and reviewing the documents to ensure the quality of the implementation and synthesizing the results of self-inspection, then reporting to the chairman and the board of directors.
The company's internal audit unit has full-time auditors. The appointment and removal of the internal audit supervisor should be approved by the audit committee and reported to the board of directors for approval. The appointment, dismissal, assessment, and salary of internal audit personnel shall be signed by the audit supervisor to the chairman for approval.
Member of the board | Academic background | Career background |
Chairman Lin Mu-Ho |
MBA, Pacific Western University | Chenming Electronic Tech. Corp. Chairman |
Vice Chairman Lin Feng-Ran |
Electronic Engineering, National Yunlin University of Science and Technology |
Chenming Electronic Tech. Corp. Vice Chairman |
Directors Charles Lo |
Postgraduate Study of Finance, Tamkang University | Chenming Electronic Tech. Corp. President |
Directors Chen Hsiao-Chun |
Taiwan Normal University Institute of Fine Arts Arts Administration and Management Master of Science |
General Manager of Xizhitang |
Independent Directors Chou Liang-Cheng |
Fu Yan University Department of Law |
Chia Hua Law Firm-Attorney-at-law. |
Independent Directors Chen Hung-Chang |
International Business College Accounting Statistics |
De Jang Tax Account Office-President. |
Independent Directors Chen Chien-Chun |
Nantai University of Science and Technology |
Ju Cheng CPA Firm -CPA |
Diversity of individual directors on the board:
(1) In accordance with Paragraph 2 of Article 20 of the Corporate Governance Best Practice Code of the Company,
members of the Board of Directors shall generally possess the knowledge, skills and accomplishments necessary
for the performance of their duties. In order to achieve the ideal goal of corporate governance, the overall
capabilities of the board of directors should be as follows:
1. Operational judgment ability.
2. Accounting and financial analysis skills.
3. Management ability.
4. crisis management capabilities.
5. Industrial knowledge.
6. the international market view.
7. Leadership.
8. Decision-making ability.
(2) In order to strengthen corporate governance and promote the sound development of the composition and structure
of the Board of Directors, the composition of the Board of Directors should take into account the needs of the
Company's operating structure, business development direction, future trends, etc., and evaluate various aspects
of diversity Director Lin Fengran, and director Zhou Liangzhen, who is good at international market views and law,
can give professional advice to the company from different perspectives.
(3) Among them, 29% of the directors are employees, 43% are independent directors, and gender equality is emphasized,
with 29% of the directors being women, 3 independent directors have less than 6 years of tenure, 4 directors have
more than 6 years of experience, 1 director is over 70 years old, 2 directors are 60-70 years old, 3 are 50-59 years
old, and 1 is under 50 years old.
(4) The Company has achieved the specific management target of more than one-third of the seats of independent directors
and no more than one-third of the number of directors concurrently serving as managers of the Company, and in order
to strengthen the diversity of the board of directors, the future plan aims to achieve a ratio of more than half of
the seats of independent directors, gender equality of its members, and the ratio of more than 40% of female directors
is planned in the future.
Individual directors implement the diversity of board members:
project |
gender
|
age | Industrial knowledge | Financial Accounting | Management | Leadership decision | International market view | legal | |||
name | >70 | 60~70 | 50~59 | <50 | |||||||
Lin Mu-Ho | male | V | V | V | V | V | |||||
Lin Feng-Ran | male | V | V | V | V | ||||||
Chen Hsiao-Chun | female | V | V | V | V | ||||||
Charles Lo | male | V | V | V | V | V | V | ||||
Chou Liang-Cheng | female | V | V | V | V | V | V | ||||
Chen Hung-Chang | male | V | V | V | V | V | |||||
Chen Chien-Chun | male | V | V | V | V | V |
Communication Summary:
Date | Communication Party | Communication style | Communication matters and results |
---|---|---|---|
2024/01/24 | Internal audit supervisor, Independent directors | Forum |
|
2024/03/13 | Internal audit supervisor, Independent directors, Accountant | Forum |
|
2024/05/08 | Internal audit supervisor, Independent directors | Forum | Jan-Mar, 2024, Audit implementation report. |
2024/07/30 | Internal audit supervisor, Independent directors | Forum | Apr-Jun, 2024, Audit implementation report. |
2024/11/06 | Internal audit supervisor, Independent directors | Forum | Jul-Sep, 2024, Audit implementation report. |
The relevant information of the independent directors is selected in accordance to the qualifications of the Securities Exchange Act
‧ Nomination and Election
The corporation has seven directors and The number of independent directors shall not be less than two and shall not be less than one fifth of the number of directors under the provisions of Article 14.2 and Article 183 of the Securities Exchange Act and the election of candidates for independent directors is adopted. The amendments to the Articles of Association are approved by the resolution of the Annual General Meeting in 2019.
In accordance with the provisions of Article 192 .1 of the corporate Law, the Company stated in the Notice of Shareholders' General Meeting on March 22th, 2023 that the election of the Independent Directors was nominated by the Independent Directors and the total number of issued shares of the corporate shareholders who hold more than one percent of the shares will be able to submit a list of candidates for independent directors in writing to the corporation. For shareholders who wish to nominate an independent director, please submit the name, education and experience of the nominee, and with the commitment to be the directors after the election, the supporting documents for without the provisions of Article 30 of the corporate law. Send by registered mail to Uneec between March 29st and April 10th, 2023. Address: No.27, Sec. 6, Minquan E. Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.).
‧ Nomination Process and Candidate Information
During the period, the corporation received the candidates from the shareholder James Lin nominees of the three independent directors and reported to the Board of Directors of the corporation on May 3th 2023, and the two candidates were examined in compliance with the relevant qualifications of the independent directors. The corporation also announced on the same day that the list of candidates for independent directors is as follows:
Candidate category |
Candidate name | academic background | Career background | Current position | Number of shares held (unit: shares) |
---|---|---|---|---|---|
Independent Director |
Chou Liang-Cheng | Bachelor in Law,Fu Jen Catholic University | Chia Hua Law Firm-Attorney-at-law; Xin Fu Law Firm-Attorney-at-law; Chen Shyuu & Pun Law Offic es Attorney-at-law |
Chia Hua Law Firm-Attorney-at-law | 0 |
Independent Director |
Chen Hung-Chang | Department of Accounting and Statistics, Kuo Chi Junior College of Commerce |
De Jang Tax Account Office-President; Taiwan Tax Account Quality Assurance Association Executive Dir ector |
De Jang Tax Account Office-President | 0 |
Independent Director |
Chen Chien-Chun | Department of Finance, Southern Taiwan University of Science and Technology |
Ju Cheng CPA Firm -CPA Accounting and A dministrative Dept., clerk |
Ju Cheng CPA Firm -CPA | 0 |
‧ Election results
On June 12, 2020, the corporation nominated the independent directors, Chou Liang-Cheng, Chen Hong-Cheng and Chen Chien-Chun, as follows:
ID | Name | Received Votes | Result |
---|---|---|---|
N22133XXXX | Chou Liang-Cheng | 78,485,774 Votes | Elected |
E10176XXXX | Chen Hung-Chang | 78,413,727 Votes | Elected |
D12172XXXX | Chen Chien-Chun | 77,861,975 Votes | Elected |
The Remuneration Committee is designed to assist the Board in the implementation and evaluation of the company's overall compensation and benefits policy, as well as the remuneration of directors and managers.
The remuneration of directors and employee bonuses are based on the operating performance of the year and are paid in accordance with the provisions of the company's
articles of association, and are distributed according to the distribution method set by the board of directors.
The Remuneration Committee stipulates that its remuneration committee holds at least two regular meetings each year.
Please refer to the annual report of each year of the company regarding the convening of the meeting of the committee and the attendance rate of each member.
Committee member
member | Academic background | Career background |
Independent Directors Chen Hung-Chang |
Department of Accounting and Statistics, Kuo Chi Junior College of Commerce |
De Jang Tax Account Office-President |
Independent Directors Chou Liang-Cheng |
Bachelor in Law,Fu Jen Catholic University |
Chia Hua Law Firm-Attorney-at-law |
Independent Directors Chen Chien-Chun |
Department of Finance, Southern Taiwan University of Science and Technology |
Ju Cheng CPA Firm -CPA |
The number of meetings of the Salary and Compensation Committee in 2024 is 3 times, and the attendance is as follows:
TITLE |
NAME | Actual attendance | Number of delegates attended | Actual attendance rate (%) |
convener | Chen Chien-Chun | 3 | 0 | 100% |
Committee member | Chou Liang-Cheng | 3 | 0 | 100% |
Committee member | Chen Hung-Chang | 3 | 0 | 100% |
DATE | Cause of the case | RESULT | Opinion handling |
2024/01/24 | Review the 2023 year-end manager's year-end bonus distribution principle proposal. | All members of the committee agreed to pass. | The board of directors is approved by all the directors present. |
Appointment of the new Chief Accounting Supervisor of the Company. |
|||
2024/03/13 | Annual Employee and Director Remuneration Amount and Method. | All members of the committee agreed to pass. | The board of directors is approved by all the directors present. |
Review the manager's job and salary change case. | |||
2024/11/06 | Review the manager's salary change case. | All members of the committee agreed to pass. | The board of directors is approved by all the directors present. |
April 16, 2024
Serial number | Name of major shareholder | Number of shares held | Shareholding percentage% |
---|---|---|---|
1 | Shang Mei Precision Industrial Co., Ltd. | 35,000,000 | 17.59% |
2 | Lin Mu-Ho | 29,991,230 | 15.07% |
3 | Lin Feng-Ran | 6,289,310 | 3.16% |
4 | Lin Ching-Yuan | 2,261,430 | 1.14% |
5 | Hui Chi Investment Co., Ltd. | 2,166,758 | 1.09% |
6 | HSBC (Taiwan) Commercial Bank Co., Ltd. is entrusted with insurance |
1,669,000 | 0.84% |
7 | Citibank (Taiwan) in its capacity as Master Custodian for SPL/PB Investment Account of Barclays Capital Securities Taiwan Limited |
1,603,000 | 0.81% |
8 | Lin Mu Rong | 1,487,469 | 0.75% |
9 | Yan Junjie | 1,440,000 | 0.72% |
10 | Xu Zhiyu | 1,427,000 | 0.72% |