Responsibilities of the Board of Directors

The Board of Directors is responsible for guiding the Company’s business strategies, implementing corporate governance practices, and supervising management. Board members shall faithfully perform their duties and exercise the duty of care as a good administrator. They shall act with a high degree of self-discipline and prudence in exercising their powers to ensure that the Board acts in accordance with applicable laws and regulations, the Company’s Articles of Incorporation, and resolutions adopted by the shareholders’ meeting. The Board holds regular meetings on a quarterly basis and maintains effective and smooth communication with the management team. 

Board of Directors

Title Name Current Position Experience (Education)
Chairman

Sitronix Technology Corporation
Representative: Sheng-Su Lee
CEO of Sensortek
Vice Chairman and Deputy CEO of Silicon Power Computer & Communications Inc.,
M.S., Electronic Engineering, National Taiwan University
General Manager, Sitronix Technology Corp.
Director
Sitronix Technology Corporation
Representative: Vincent Mao
Chairman and CEO of Sitronix Technology Corp.
EMBA, National Taiwan University
Institute of Microelectronics, Cheng Kung University
General Manager, Sitronix Technology Corp.
Market Planning, United Microelectronics Corp.
Director
Sitronix Technology Corporation
Representative: Chu-Yuen Yang
General Manager of Sensortek Technology Corp.
M.S., Electronic Engineering, National Taiwan University
Deputy General Manager, Sensortek Technology Corp.
Independent Director
Chun-Yi Hsu
Chairman of Bo Rui International Asset Management Co., Ltd.
Chairman of Kun Yi Capital Co. Ltd.
Master of Business Administration, University of Texas, USA
Assistant Manager at CDIB
Executive Director at United Management Consulting Co., Ltd.
Independent Director
Shu-Chun Huang
Chairman of Choice Delights Inc.
EMBA, National Taiwan University
M.S., Management of Technology, National Chiao Tung University
Consultant, ITE Tech. Inc.
Strategic Marketing Manager, Vanguard International Semiconductor Corp.
Independent Director
Jen-Chi Lu
Practicing CPA at Lian Wei CPAs
M.S., Accounting, Chung Yuan Christian University
Deputy Manager, Deloitte Touche Tohmatsu Limited

Note: Director Hua-Cheng Tseng was removed from office due to his passing on August 22, 2023.

Board Diversity: Policy

According to Article 20 of the company’s “Corporate Governance Best Practice Principles” and Article 3 of the “Board of Directors Election Procedures,” the election of directors should consider the overall composition of the board. Board members should generally possess the knowledge, skills, and qualities necessary to perform their duties. The required competencies are as follows: A. Operational judgment ability, B. Accounting and financial analysis ability, C. Management skills, D. Crisis management ability, E. Industry knowledge, F. International market perspective, G. Leadership skills, H. Decision-making ability. More than half of the board seats should be held by individuals who do not have familial relationships, such as spouses or close relatives within the second degree of kinship.

Board Diversity: Specific goals of the Company

To implement board member diversity, the company has formulated the following goals and guidelines, considering the company’s operations, business model, and development needs: A. Strive for diversity in the professional backgrounds of directors (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. B. Ensure an appropriate allocation of seats between internal and external directors as well as independent directors. The specific management goals of the company’s diversity policy are as follows:

  • The Board of Directors shall include at least one female director.
  • The composition of the board should encompass diverse industry experience and professional backgrounds.
  • The number of directors with employee status in the company, parent company, subsidiary, or affiliated companies shall be less than or equal to 1/3 of the total number of director seats.
  • The number of independent directors shall make up more than 1/3 of the total number of director seats.

Currently, there is one female director and three independent directors (accounting for 42.8%). Each director has different industry experience and professional backgrounds, and the three have met the established goals.

Board Diversity: Achievement Status

  • The current Board of Directors has seven seats, with six directors serving. There are five male directors (accounting for 71.4%), one female director (accounting for 14.3%), two directors who are employees of the company (accounting for 28.6%), one director who is an employee of a group company (accounting for 14.3%), and three independent directors (accounting for 42.8%). The terms of the independent directors range from three to six years.
  • Three directors are over 60 years old (accounting for 42.8%), one is between 51 and 60 years old (accounting for 14.3%), and two are under 50 years old (accounting for 28.6%).
  • Four directors have practical management experience in domestic listed companies and multinational corporations, having held important management positions such as chairperson or CEO of listed companies. They demonstrate strong capabilities in leadership decision-making, operational judgment, crisis management, and international market perspectives. The company’s industry is in the semiconductor field (including IC design, foundry, and memory modules). Two independent directors are a practicing accountant from an accounting firm and the chairman of an international asset management company, both possessing expertise in accounting and financial analysis.
Name Gender Age Range Employee of Sensortek Business Judgment Capability Accounting and Financial Analysis Capability Operational Management Capability Crisis Management Capability Industry Knowledge International Outlook on the World Leadership Ability Decision-Making Ability
Sheng-Su Lee
Male
61-70
●
●
●
●
●
●
●
●
Vincent Mao
Male
61-70
●
●
●
●
●
●
●
●
Chu-Yuan Yang
Male
41-50
●
●
●
●
●
●
●
●
Chun-Yi Hsu
Male
61-70
●
●
●
●
●
●
●
●
Shu-Chun Huang
Female
51-60
●
●
●
●
●
●
●
Jen-Chi Lu
Male
41-50
●
●
●
●
●
●
●
●

Note: Director Hua-Cheng Tseng was removed from office due to his passing on August 22, 2023.

Succession Planning for Board Members and Key Management Personnel

Succession Planning for Board Members

Board members of the Company are required to possess the knowledge, skills, and personal qualities necessary to fulfill their duties, including business judgment, accounting and financial analysis, management capabilities, crisis management, industry knowledge, global perspective, leadership, and decision-making ability. The nomination of directors aims for diversity in professional background, expertise, and industry experience. Consideration is also given to the shareholding structure, balancing the composition of internal and external directors as well as independent directors to enhance decision-making quality and strengthen corporate governance.

Currently, several senior executives within the Company and its affiliates possess the managerial experience, professional expertise, and familiarity with Board operations necessary to serve as directors. In addition to internal cultivation, the Company also plans to recruit qualified professionals externally to fill appropriate external and independent director positions as part of its board succession planning. Furthermore, the Company arranges at least six hours of continuing education annually for all directors, with a focus on diversified learning to continuously enhance their professional competencies.

Succession Planning for Key Management Personnel

Employees at the Vice President level and above are regarded as key management personnel. They must possess exceptional professional and managerial capabilities, strong execution skills, and values aligned with the Company’s business philosophy.

The Company has implemented a delegation system. In addition to day-to-day delegation of responsibilities, the Company actively identifies and develops potential mid- and senior-level managers as succession candidates to support organizational growth and long-term strategic planning. Through job rotation and special project assignments, these talents gain hands-on experience with the Company’s internal operations and strategic goals. They also participate in monthly business meetings to enhance their leadership and decision-making abilities. This structured approach strengthens the overall management team as part of the succession plan.

Succession planning emphasizes developing the organizational and talent capabilities required to meet future strategic goals. In addition to requiring senior executives to demonstrate strategic thinking and operational excellence, the Company also places strong emphasis on their commitment to core values — commitment, initiative, innovation, and passion. Managerial performance and development plans are reviewed regularly to ensure alignment between talent cultivation and business development objectives.

The Human Resources Department designs annual training programs to cultivate management talent, enhance the management capabilities of frontline supervisors, and develop business acumen that can be applied in daily responsibilities. Each year, frontline managers attend the annual company conference, where senior executives share operational results, strategies, and objectives to align leadership thinking and foster shared commitment across all levels.

In 2024, the Company organized courses for senior executives such as “Opportunities and Challenges for Taiwanese Businesses in China” and “Key Drivers of ESG Performance Improvement” to enhance understanding of industry trends and sustainable development. Additionally, courses such as “Introduction to Generative AI” and “Building Your AI Team” were offered to improve collaboration efficiency and foster a more innovative working environment.

Board Performance Evaluation

Sensortek adopted the “Board Performance Evaluation Guidelines” as approved by the Board of Directors on August 4, 2020. In accordance with these guidelines, the Company conducts an annual internal performance evaluation of the overall Board of Directors, individual directors, and functional committees. The evaluation results are reported to the Board in the first quarter of each year to continuously enhance the effectiveness of board operations.

The 2023 board performance evaluation covered the overall Board of Directors, individual board members, and functional committees. The evaluation period was from January 1 to December 31, 2023. The assessment was conducted through internal self-assessment questionnaires, which addressed the following areas. Based on the compiled responses, the average scores for the Board, Audit Committee, Remuneration Committee, and individual board members all exceeded 4.5 out of a maximum score of 5. The results were reported to the Board in the first quarter of 2024.

Board of directors performance evaluation indicators include five areas
A. Level of participation in company operations
B. Improvement of board decision-making quality
C. Board composition and structure
D. Director election and continuing education
E. Internal controls

Board members performance evaluation indicators include six areas
A. Understanding of the company’s goals and missions
B. Awareness of director responsibilities
C. Level of participation in company operations
D. Management and communication of internal relationships
E. Director expertise and continuing education
F. Internal controls

Functional Committee Performance (Audit Committee and Remuneration Committee) evaluation indicators include five areas
A. Level of participation in company operations
B. Understanding of the responsibilities of functional committees
C. Improving the decision-making quality of functional committees
D. Composition and selection of committee members
E. Internal controls