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The responsibilities of the Board of Directors are in compliance with the rights and obligations conferred by laws and regulations, including supervising, appointing, and guiding the management of the Company, being responsible for the overall operation of the Company, improving the supervision mechanism, and strengthening management capabilities. The average tenure of board members is 7 years.
| Title | Name | Gender | Experience (Education) |
|---|---|---|---|
| Chairman | Liu, PoYuan | Male | Chairman and CEO, Gamania Digital Entertainment Co., Ltd Administration Manager, FULL MACHINERY CO., LTD. Bachelor Degree in Mechanical Engineering, Hwa Hsia University of Technology |
| Director | Wanin International Representative: Hsiao, Cheng-Hao |
Male | Chairman and General Manager, WANIN INTERNATIONAL CO., LTD. College of Information, Ling Tung University |
| Director | Lin, Hsien-Ming | Male | Chairman and CSO of WISTRON CORPORATION President of ACER INCORPORATED Bachelor of Electronic Computer and Control Engineering, National Chiao Tung University |
| Independent Director | Lin, Ruei-Yi | Male | Chairman of STARTRII CO., LTD. President of SHUNG YE TRADING CO., LTD. Master Degree in Business Administration, The George Washington University |
| Independent Director | Sheng, Bao-Si | Male | Chairman and President of BORA PHARMACEUTICALS CO., LTD. Bachelor Degree in Economics, University of California, Berkeley |
| Independent Director | Chen, Kuan-Pai | Male | Chairman of Bai Chuan International Investment Co., Ltd. Independent Director of Mercuries Data Systems Ltd. Master of University of Southern California |
| Independent Director | Hou, Chia-Qi | Female | Chairman of Hanshin Shopping Center Co., Ltd. Chairman of Milton International Corp. Master/PhD of Department of Biological Engineering, Stanford University |
In 2023, the Board of Directors held 6 meetings (A), and the attendance of directors was as follows:
| Title | Name | Actual attendance number(B) |
Number of entrusted attendances |
Actual attendance rate(%)(B/A) |
|---|---|---|---|---|
| Chairman | Liu, PoYuan | 6 | 0 | 100 |
| Director | Wanin International Representative: Hsiao, Cheng-Hao |
1 | 5 | 16 |
| Director | Lin, Hsien-Ming | 6 | 0 | 100 |
| Independent Director | Sheng, Bao-Si | 5 | 1 | 83 |
| Independent Director | Lin, Ruei-Yi | 5 | 1 | 83 |
| Independent Director | Chen, Kuan-Pai | 4 | 2 | 66 |
| Independent Director | Hou, Chia-Qi | 4 | 0 | 100 |
The information on each committee meeting is as follows:
| Date | Contents of the proposal | Resolution | Objection |
|---|---|---|---|
| 2023.03.09 | ● Approved the company's 2022 Annual Financial Statements. ● Approved the company's 2022 directors' and employees' remuneration distribution. ● Approved the company's 2022 profit distribution. ● Approved the proposal of the company's Remuneration Committee on the remuneration of vdirectors and managers for 2023. ● Approved the change of the company's certifying accountant. ● Approved the independence assessment of the company's certifying accountant and their associated accounting firm for 2023. ● Approved the company's internal control system from January 1st, 2022, to December 31st, 2022, according to the self-assessment results and issued an internal control statement. ● Approved the full re-election of directors. ● Approved the lifting of the non-competition restriction on newly appointed directors. ● Approved the issues related to convening the company's 2023 annual shareholders' meeting. ● Approved the company's budget for 2023. ● Approved the company's donation to the "GAMANIA CHEER UP FOUNDATION". ● Approved the capital increase of the subsidiary "JOLLYBUY". |
After full discussion by the members and the Chairman's consultation with all the members present, the proposals were adopted without objection. | NA |
| 2023.05.10 | ● Approved the amendment to the company's "Internal Control System" and "Internal Audit Implementation Rules". ● Approved the consolidated financial statements for2023Q1. ● Approved the proposed amount for the remuneration of the company's directors and managerial staff for 2022. ● Approved the nomination and qualification review of the company's director (including independent director) candidates. |
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| 2023.06.20 | ● Approved the election of the company's chairman. ● Approved the establishment of the "Audit Committee". ● Approved the appointment of members to the second "Nomination Committee". |
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| 2023.07.12 | ● Approved the appointment of members to the fifth "Remuneration Committee". ● Approved the company's "Ex-Dividend" reference date. |
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| 2023.08.07 | ● Approved the consolidated financial statements for 2023Q2. ● Approved the establishment of the first "Risk Management Committee". |
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| 2023.11.06 | ● Approved the consolidated financial statements for 2023Q3. ● Approved the company's annual audit plan for 2024. ● Approved the "Board of Directors Performance Evaluation" for 2023. ● Approved the amendment to the company's ""Sustainable Development Committee Organizational Rules". ● Approved the revision of the company's "Corporate Social Responsibility Practice Guidelines". ● Approved the amendment to the company's "Procedures for Transactions with Specific Companies, Group Enterprises, and Related Parties". ● Approved the change of the "Spokesperson". ● Approved the establishment of the "Information Security Officer". |
Implemented in accordance with Article 15 of the Company’s Rules of Procedure for Meetings of the Board of Director: If a director or a legal person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective board meeting. When the relationship is likely to prejudice the interests of the company, the director shall not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.
Recusals from Board meetings due to the conflict of interests are as follows:
| Date of the Board of Directors’ Meeting | Name | Contents of the proposal | Reason for the recusal | Remarks |
|---|---|---|---|---|
| 9-Mar-23 | Liu, PoYuan | The Compensation Committee recommends the remuneration plan for directors and managers for 2023 | Director and Manager | Recusal from discussion and voting |
| 10-May-23 | Liu, PoYuan | The distribution plan for director's remuneration and manager's employee remuneration for the 2022 | Director and Manager | Recusal from discussion and voting |
| Position/Name | Organizer | Course title/Date | Hours |
|---|---|---|---|
| Chairman Liu, Po-Yuan |
Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 |
3 |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Director Lin, Hsien-Ming |
Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 |
3 |
| Taiwan Corporate Governance Association | The key to enhancing the effectiveness of the BOD September 22, 2023 |
3 | |
| Taiwan Corporate Governance Association | Winning the future: Global key trends and practical cases of ESG September 22, 2023 |
3 | |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Independent Director Lin, Ruei-Yi |
Taiwan Corporate Governance Association | Practical Seminar on Family Wealth Succession August 7, 2023 |
3 |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Independent Director Sheng, Bao-Si |
The Chinese National Association of Industry and Commerce, Taiwan (CNAIC) | Corporate resilience and Taiwan's competitiveness March 27, 2023 |
3 |
| Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 |
3 | |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Independent Director Chen, Kuan-Pai |
Securities and Futures Institute | How directors and supervisors guide companies in good corporate risk management and crisis handling May 10, 2023 |
3 |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Independent Director Hou, Chia-Qi |
Corporate Operating and Sustainable Development Association | Identifying company pitfalls or operational crises from financial statements August 7, 2023 |
3 |
| Securities and Futures Institute | 2030/2050 Green Industrial Revolution November 6, 2023 |
3 | |
| Securities and Futures Institute | Trends in corporate governance and corporate sustainability November 23, 2023 |
3 | |
| Securities and Futures Institute | Discussion on Post-Merger Integration Issues and Establishment of Management Mechanisms December 19, 2023 |
3 |
1. The performance evaluation measures of the Board of Directors have been approved by the Board meeting on November 12, 2019. The same approval procedure shall apply to any amendments.
2. Measures for the evaluation of the performance of the Board of Directors: