晟銘電子科技股份有限公司

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Corporate Governance

I. Corporate Governance Chart  Last updated : 2022 / 06

II.Management team

Lin 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

Career background

- Chenming Electronic Tech. Corp.- Vice President

Liyi Electronic Business Specialist

Chueh Chung-Hui

Academic background

- Tatung University -Doctor

Career background

- Chenming Electronic Tech. Corp.- Vice President

Chenming Electronic Tech. Corp.- A.V.P.

Hsiao Kuang-Chih

Academic background

- Hsinpu Junior College

Career background

- Chenming Electronic Tech. Corp.- Vice President

Heshan Jianhao Lighting - Manager of Business Division

Chang Chu-Chih

Academic background

- De Lin Institute of Technology

Career background

- Chenming Electronic Tech. Corp.- Vice President

Getac Technology – Senior Manager of Quality Assurance

III. Internal audit

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.

IV. Board of Directors

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
Industrial knowledge Financial Accounting Management Leadership decision International market view legal
name
Lin Mu-Ho male V   V V V  
Lin Feng-Ran male V   V V V  
Chen Hsiao-Chun female V   V   V  
Charles Lo male V V V   V  
Chou Liang-Cheng female V V V   V V
Chen Hung-Chang male V V V   V  
Chen Chien-Chun male V V V   V  

V. The communication Policy for Independent directors, supervisors and internal audit supervisors and accountants:

  1. Independent directors and accountants shall discuss at least once a year. The accountants report and explain to the independent directors and supervisors of the corporation financial profit or loss, the overall operation and internal control, and to communicate whether or not there is any impact on the revision of the Act.
  2. The internal audit supervisor and the independent directors  shall discuss at least once a quarter to report on the implementation status of the Company's internal auditing and the operation of the internal control, and shall convene the meeting at any time when there are serious abnormalities.

Communication Summary:

Date Communication Party Communication style Communication matters and results
2023/01/11 Internal audit supervisor, Independent directors Forum
  • Oct-Dec, 2022, Audit implementation report.
  • Implementation of internal control audit plan in 2022.
2023/03/22 Internal audit supervisor, Independent directors, Accountant Forum
  • The accountant report and explain to the independent directors  of the financial and profit or loss situation,the overall operation situation andthe internal control verification situation in 2022.
  • Internal control statement in 2022.
  • Lack of internal control and improvement of abnormal matters in 2022.
2023/05/03 Internal audit supervisor, Independent directors Forum Jan-Mar, 2023, Audit implementation report.
2023/08/02 Internal audit supervisor, Independent directors Forum Apr-Jun, 2023, Audit implementation report.
2023/11/08 Internal audit supervisor, Independent directors Forum Jul-Sep, 2023, Audit implementation report.

VI. Information about independent directors

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

VII.The Audit Committee

The company set up an audit committee on June 12, 2020. The audit committee is composed of all independent directors, and at least one of them should have accounting or financial expertise.
The purpose of the audit committee is to assist the board of directors in fulfilling the quality and integrity of the company's supervision of the company's accounting, auditing, financial reporting process, and financial control.
The duties of the audit committee are as follows:
(1)The internal control system shall be formulated or amended in accordance with the provisions 
    of Article 14 of the Securities and Exchange Act.
(2)Evaluation of the effectiveness of the internal control system
(3) In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or 
     amend the procedures for obtaining or disposing of assets, engaging in derivative commodity 
     transactions, engaging in loans with others, endorsing or providing guarantees for major 
     financial business activities.
(4) Matters related to directors' own interests.
(5) Material asset or derivative trading.
(6) Significant loan, endorsement or guarantee
(7) Raise, issue or privately raise securities with equity nature.
(8) Appointment, dismissal or remuneration of a visa accountant.
(9)Appointment and removal of the head of finance, accounting or internal audit.
(10) Annual financial report signed or sealed by the chairman, manager and accountant,the 
       financial report for the second quarter of the visa checked by the accountant.
(11) Major matters stipulated by other companies or competent authorities.

VIII.Compensation committee

Remuneration committee duties

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 2023 is 4 times, and the attendance is as follows:

TITLE
NAME Actual attendance Number of delegates attended
Actual attendance rate (%)
convener Chen Chien-Chun 4 0 100%
Committee member Chou Liang-Cheng 4 0 100%
Committee member Chen Hung-Chang 4 0 100%
 
DATE Cause of the case RESULT Opinion handling
2023/01/11 Review the 2022 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.
2023/03/22 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.
2023/05/03 Appointment of the Head of Corporate Governance of the Company. All members of the committee agreed to pass. The board of directors is approved by all the directors present.
2023/11/08 Review the manager's job promotion and salary change case. All members of the committee agreed to pass. The board of directors is approved by all the directors present.
Appointment of the new Chief Financial Officer of the Company.

 

VIIII. List of major shareholders:

April 18, 2023

Serial number Name of major shareholder Number of shares held Shareholding percentage%
1 Shang Mei Precision Industrial Co., Ltd. 39,000,000 19.90%
2 Lin Mu-Ho  30,000,230 15.31%
3 Lin Ching-Yuan 6,973,430 3.56%
4 Lin Feng-Ran 6,612,310 3.37%
5 Lin Mu Rong 5,630,469 2.87%
6 Hui Chi Investment Co., Ltd. 5,576,758 2.85%
7 Tsai Chiu-Hua 1,425,809 0.73%
8 HSBC in Its Capacity as Master
Custodian for Investment Account of
Gortin International Limited
1,128,000 0.58%
9 Lin Chun Yi 1,057,000 0.54%
10 Citibank (Taiwan) in its capacity as
Master Custodian for SPL/PB
Investment Account of Barclays Capital
Securities Taiwan Limited
1,003,000 0.51%