Responsibilities and members
Diversification policy
Recusal of directors upon conflicts of interest
Directors’ further study
Evaluation of the performance

Responsibilities of the Board of Directors

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.

Members

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

Meetings Attendance

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

 

Important proposals

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.
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".
2023.07.12 ● Approved the appointment of members to the fifth "Remuneration Committee".
● Approved the company's "Ex-Dividend" reference date.
2023.08.07 ● Approved the consolidated financial statements for 2023Q2.
● Approved the establishment of the first "Risk Management Committee".
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".

Specific management objectives and achievement regarding the diversification policy for Board members

The current Board has seven directors, including four independent directors.

  1. Proportion of directors with employee status: 1/7
  2. Proportion of independent directors: 4/7
  3. Proportion of female directors: 1/7

The composition of the board members "Corporate Governance Practice Guidelines" follows a diversified policy, which broadly includes outstanding entrepreneurs and professionals from various industries with financial, operational, and extensive experiences. Based on the company's operations, business models, and development needs, we formulate appropriate diversified policies, which include but are not limited to the following two major dimensions:

  1. Basic conditions and values: gender, age, nationality, ethnicity, tenure, culture, etc.
  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional capabilities, industry experience, etc.

The specific management objectives and achievements of our company's diversity policy are as follows:

  1. Achieving a majority of independent directors
  2. Achieving the addition of one female director
  3. Ensuring that the tenure of independent directors does not exceed three terms
  4. Ensuring that the number of directors serving concurrently as managers does not exceed one-third of the total number of director seats.

Diversity of Board members

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

Evaluation of the performance of the BOD

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:

Article 3: The Company's Board of Directors shall perform an annual internal performance evaluation of the Board of Directors in accordance with the evaluation procedures and evaluation indicators set forth in Articles 6 and 8. A performance evaluation of the Company's Board of Directors shall be carried out by an external independent professional institution or by external experts and scholars at least every three years. Results of the internal and external performance evaluation of the Board of Directors shall be completed by the end of Q1 of the following year.
Article 4: The scope of the evaluation of the Company’s Board covers the evaluation of the Board as a whole, individual directors, and functional committees. The evaluation methods include the internal evaluation of the Board, self-evaluation by individual Board members, peer evaluation, evaluation by the appointed external professional institution or experts, or any other appropriate methods.

Internal performance evaluation

2023

2022

2021

External performance evaluation

2022

Report the result to BOD

External performance evaluation (improvement plan)

2022

MORE

Keyword Search

Popular Keywords

Investor Conference Income Statement Shareholder's Meeting