Board of Directors
- Board of Directors
- Diversification of Board of Directors
- Independence Analysis of Directors
- Major Resolutions of Board Meetings
- The Rules of Performance Evaluations
Management Policy
According to the company’s articles of association, the company has 9 directors (including 2 female director), of which 3 seats are independent directors, and the term is 3 years.
The term of office for current Board of Directors is from May 25, 2023 to May 24, 2026.
| Title | Name | Education&Experience | Position of Hitron and other company |
|---|---|---|---|
| Chairperson | Representative of Alpha Networks Inc.: April Huang | EMBA degree from National Taiwan University Department of Economics, National Taiwan University. Director, Qisda Optronics Corp. | Chairperson & CFO & President, Alpha Networks Inc. Chairperson, Interactive Digital Technologies Inc. Director, Enrich Investment Corporation. Chairperson, Aespula Technology Inc. Director, Transent Corporation. Director, BenQ Foundation. Chairperson, Alpha Foundation. |
| Director | Amy Liu | Department of International Business, Ming Chuan University. EMBA, National Chengchi University Vice Chairperson & Vice President, Hitron Technologies Inc. | Vic Chairperson & President, Interactive Digital Technologies Inc. Chairperson, Transent Corporation. |
| Director | Representative of Alpha Networks Inc.: Peter Chen | EMBA, Thunderbird American Graduate School, USA EVP of Technology Product Center, BenQ Corporation | Chairperson & CEO, Qisda Corporation Vic Chairperson, Alpha Networks Inc. Chairperson, BenQ Medical Technology Corporation Chairperson, Partner Tech Corp. Chairperson, DFI Inc. Director, Darfon Electronics Corp. Director, BenQ Corporation Director, BenQ Materials Director, BenQ Foundation |
| Director | Representative of Alpha Networks Inc.: David Chou | MSEE, Polytectnic University Manager, Industrial Technology Research Institute Assistant Vice President, Tecom Co., Ltd. President, Wireless Broadband Business Unit Assistant Vice President, Alpha Networks Inc. | President, Hitron Technologies Inc. Director, Alpha Networks Vietnam Company Limited. Director, Alpha Solutions Co., Ltd. Director, Alpha Electronics Trading Ltd. Director, Alpha Foundation. Director, Hitron Technologies Inc. Chairperson, Hitron Technologies Europe Holding B.V. |
| Director | Representative of Alpha Networks Inc.: Patrick Chiu | Univ.of Nebraska, Lincoln Master of Science E.E Member of Scientific Staff, Bell Northern Research Senior Engineer, Advance Fiber Communication Manager, TollBridge Technologies Co-Founder, Codent Networks. President, Hitron Technologies Inc. | Vice President, Alpha Networks Inc. Director, Interactive Digital Technologies Inc. Director, Hitron Technologies (Samoa) Inc. President, Hitron Technologies Americas Inc. Director, Hitron Technologies Vietnam Company Limited. |
| Independent Director | Chen, Lo-Min | Department of Business Administration, National Chengchi University Global Executive Vice President, Diebold Inc. President, Asia-Pacific Area of Diebold Inc. President, Philips Electronic N.V China group President, NCR China Co., Ltd. Vice President, Taiwan Branch of NCR Corp. Senior Consultant, OKI Electric Industry Co., Ltd. Independent Director, Transcend Information Inc. | None |
| Independent Director | Lin, Mao-Chao | Ph.D. from University of Hawaii System. Professor in the Department of Electrical Engineering, National Taiwan University. Professor in Graduate Institute of Communication Engineering, National Taiwan University. Independent Director, Alpha Networks Inc. | Professor in the Department of Electrical Engineering, National Taiwan University. Professor in Graduate Institute of Communication Engineering, National Taiwan University. |
| Independent Director | David Lee | M.S., Graduate School of Management Science, National Chiao Tung University B.S., Mechanical Engineering, National Taiwan University. Chairman & President, Shanghai Dun Zhi Information Consultation Co., Ltd. President, Topology Research Institute, China. Chief Representative of Aspire Academy, China Region. | Lecturer of Technology Industry, IBF Investment Consulting Co., Ltd. |
Diversity Management Policy
We stipulate a policy for diversity of board members in article 20 of the company’s “Code of Corporate Governance Practices”. When planning the composition of the board of directors, we consider the appropriateness and diversity of the professional background of the board members.
The members of the board of directors should generally have the knowledge, skills and literacy necessary to perform their duties. The criterion includes:
- Operational judgment ability
- Accounting and financial analysis capabilities
- Management ability
- Crisis management capabilities
- Industry knowledge
- International market outlook
- Leadership
- Decision-making capacity
| Diversified Core Item | Basic Composition | Professional Background and Ability | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of director | Nationality | Gender | Concurrently as the employees of the company | Age | Terms of Independent director | Crisis Management and International Market Perspective | Business management | Industry or Technology | Leadership decision making | Making judgments about operation | Finance and Accounting | ||||
| 41 to 60 | 61 to 80 | 81 to 90 | Less than 3 years | 3-9 years | Over 9 years | ||||||||||
| April Huang | Republic of China | Female | V | V | V | V | V | V | V | ||||||
| Amy Liu | Republic of China | Female | V | V | V | V | V | V | V | ||||||
| Peter Chen | Republic of China | Male | V | V | V | V | V | V | V | ||||||
| David Chou | Republic of China | Male | V | V | V | V | V | ||||||||
| Patrick Chiu | Republic of China | Male | V | V | V | V | V | V | V | ||||||
| Lo-Min Chen | Republic of China | Male | V | V | V | V | V | V | V | V | |||||
| Mao-Chao Lin | Republic of China | Male | V | V | V | V | |||||||||
| David Lee | Republic of China | Male | V | V | V | V | V | V | V | V | |||||
NOTE: March 27, 2023
Executive Summary
According to Article 192-1 of the Company Act and article 17-1 of Article of Incorporation, Hitron announced to accept the nomination of independent directors candidates from shareholder holding 1% or more of the outstanding shares during the nomination period from April 7, 2017 to April 17, 2017. The Board has approved the qualifications of the nominated candidates on May 2, 2017.
| TITLE | NAME | CURRENT |
| Independent directors | Chen, Lo-Min | V |
| Independent directors | Lin, Mao-Chao | V |
| Independent directors | David Lee | V |
| Independent directors | Huang, Ming-Fu |
Executive Summary
2024
| Date | Event | Content |
|---|---|---|
| 2024-10-24 | 4th The Board Meeting of 2024 | 1. Adopt the formulation of "Sustainable Information Management Operating Procedures" 2. Approved the formulation of "Sustainability Report Preparation and Verification Operational Procedures" 3. Approved the amendment to the "Internal Control System" 4. Approved the formulation of the internal audit plan for 2025 5. Approved the consolidated financial report for the third quarter of 2024 6. Approved the appointment of an accountant to certify the company’s financial statements for 2025 7. Adopt the revision of the company's pre-approved non-certified service policy. |
| 2024-07-25 | 3nd The Board Meeting of 2024 | 1. Adopted the consolidated financial report for the second quarter of 2024 2. Adopted the proposal of Sustainability report for 2023 3. Approved the revision of the "Operation Standards Related to Financial Business Between Related Parties". |
| 2024-04-25 | 2nd The Board Meeting of 2024 | Adopted the consolidated financial report for the first quarter of 2024 |
| 2024-02-26 | 1st The Board Meeting of 2024 | 1. Passed the remuneration distribution plan for employees and directors in the year of 2023. 2. Approved the 2023 business report, financial statements and 2024 operating plan. 3. Approved the surplus distribution plan for the year of 2023. 4. Approved the cash dividend distribution case for the year of 2023. 5. Adopt the proposal of allocating cash from capital reserves. 6. Adopted the proposal to set the date and agenda of the regular shareholders’ meeting for 2024. 7. Approved the appointment of the company’s internal audit supervisor. 8. Approved the change of general manager of the company. 9. Approved the dissolution and liquidation case of InnoAuto Technologies Inc., a 100%-owned subsidiary. |
2023
| Date | Event | Content |
|---|---|---|
| 2023-10-26 | 5th The Board Meeting of 2023 | 1. Approved the consolidated financial report for the third quarter of 2023. 2. Approved the appointment of visa accountants for year of 2024. |
| 2023-07-27 | 4th The Board Meeting of 2023 | 1. Approved the consolidated financial report for the second quarter of 2023. 2. Approved the formulation of the "Operational Standards Related to Financial Business Between Related Parties". |
| 2023-05-25 | 3rd The Board Meeting of 2023 | 1. Elected the Chairman of the Board 2. Appointed the members of Remuneration Committee |
| 2023-04-27 | 2nd The Board Meeting of 2023 | 1. Approved the consolidated financial report for the first quarter of 2023. 2. Approved the endorsement guarantee for the subsidiary holding 100% of the shares. |
| 2023-02-23 | 1st The Board Meeting of 2023 | 1. Approved the 2022 employee and director remuneration distribution proposal. 2. Approved the 2022 business report, financial statements and 2023 business plan. 3. Approved the 2022 degree profit distribution proposal. 4. Approved the 2022 degree surplus distribution cash dividend distribution case. 5. Approve the date and agenda of the 2023 ordinary shareholders meeting. 6. Approved the case of donating to the BenQ Culture and Education Foundation. 7. Subsidized office development and issuance through private placement of ordinary shares. |
2022
| Date | Event | Content |
|---|---|---|
| 2022-10-25 | 4th The Board Meeting of 2022 | 1. Passed the consolidated financial report for the third quarter of 2011. 2. Through the endorsement of the 100% subsidiary company. 3. Passed the case of changing the visa accounting firm and the visa accounting firm since the first quarter of 2012. 4. The proposal to amend the "Rules of Procedure of the Board of Directors" was approved. 5. Passed the revision of the "Internal Significant Information Processing and Operational Procedures for Preventing Insider Transactions" |
| 2022-07-26 | 3rd The Board Meeting of 2022 | 1. Passed the consolidated financial report for the second quarter of 2011. 2. Through the endorsement of 100% owned subsidiaries. 3. Approved the loan to Hitron Technologies (Vietnam), a 100%-owned subsidiary. |
| 2022-04-18 | 2st The Board Meeting of 2022 | 1. Approved the amendment to Internal control system. 2. Approved 2022 Q1 Consolidated Financial Statements. 3. Approved the endorsement guarantee to the 100% owned subsidiary. |
| 2022-02-25 | 1st The Board Meeting of 2022 | 1. Approved the company's 2021 employees and directors' compensation distribution situation. 2. Approved the company's 2021 annual business report, financial statements and 2022 business plan. 3. Approved the cash dividends distributioin of 2021 earnings. 4. Approved the cash distribution from capital suplus. 5. Approved the endorsement guarantee to the 100% owned subsidiary. 6. Approved the donation to BenQ Foundation. 7. Approved the capital reduction of treasury stocks. |
2021
| Date | Event | Content |
|---|---|---|
| 2021-11-04 | 7th The Board Meeting of 2021 | 1. Approved 2021 Q3 Consolidated Financial Statements. 2. Approved the endorsement guarantee to the 100% owned subsidiary. 3. Approved the cash offering use change of 2018 private placement equities. |
| 2021-08-04 | 6th The Board Meeting of 2021 | 1. Approved 2021 Q2 Consolidated Financial Statements. 2. Pass the endorsement guarantee to the 100% owned subsidiary. 3. Pass the fund loan case to the 100%-owned subsidiary Hitron Technologies Inc.(Vietnam) |
| 2021-07-01 | 5th The Board Meeting of 2021 | Approved to reschedule 2021 Shareholders’ Meeting. |
| 2021-04-29 | 4th The Board Meeting of 2021 | 1. Approved 2021 Q1 Consolidated Financial Statements. 2. Approved the amendments to Rules And Procedures Of Board Of Directors Meetings. 3. Approved the amendments to Audit Committee Charter. 4. Approved the amendments to Standard Operating Procedures for Directors’ Requests. 5. Pass the endorsement guarantee to the 100% owned subsidiary. |
| 2021-03-16 | 3rd The Board Meeting of 2021 | 1.Approved the company's 2020 internal control system declaration and self-assessment execution. 2.Approved the company's 2020 employees and directors' compensation distribution situation. 3.Approved the company's 2020 annual business report, financial statements and 2021 business plan. 4.Approved the company's 2020 surplus distribution proposal. 5.Approved to allocate cash with capital reserve. 6.Approved the amendments to the Articles of Incorporation. 7.Approved the amendments to Procedures for Acquisition or Disposal of Assets. 8.Approved the amendments to Procedures for Lending Funds to Other Parties. 9.Approved the amendments to Procedures for Endorsement & Guarantee. 10.Approved the amendments to the Ethical Corporate Management Best Practice Principles and repeal Procedures for Ethical Management and Guidelines for Conduct. 11.Approved the amendments to Director and Manager Code of Ethical Conduct. 12.Approved the proposed lifting of competition restrictions on current directors and their representatives. 13.Approved the proposed endorsement guarantee to the 100% owned subsidiary. 14.Approved the proposed donation to the BenQ Foundation. 15. Approved the annual salary adjustment of the company’s managers. 16. Approved to establish a Corporate Governance Officer. |
| 2021-01-26 | 2nd The Board Meeting of 2021 | 1. Approved the year-end and performance bonus case of the company’s managers 2. Approved the appointment of the general manager of the company 3. Approved the case of endorsement and guarantee for 100% owned subsidiaries and Sun's company |
| 2021-01-04 | 1st The Board Meeting of 2021 | Passed the election of a new chairman |
2020
| Date | Event | Content |
|---|---|---|
| 2020-11-04 | 7th The Board Meeting of 2020 | 1. Approved the consolidated financial report for the third quarter of 2020 2. Approved the company's 2021 internal audit plan 3. Approved the formulation of the company's "Risk Management Policies and Procedures" 4. Approved the amendment to the company’s "Board Performance Evaluation Measures" proposal 5. Approved the case of endorsement and guarantee to 100% owned subsidiaries and Sun's company |
| 2020-08-03 | 6th The Board Meeting of 2020 | 1. Approved the consolidated financial report of the company for the second quarter of 2020 2. Approved the company's 2019 annual directors' annual remuneration 3. Through the company's 2019 annual remuneration for managers and employees 4. Through the proposed loan to 100% owned subsidiaries and grandchildren companies 5. Pass the endorsement guarantee to the 100% owned subsidiary and the grandson company |
| 2020-04-29 | 5th The Board Meeting of 2020 | 1. Approved the consolidated financial report of the company for the first quarter of 2019 2. Pass the endorsement guarantee to the 100% owned subsidiary and the grandson company |
| 2020-03-16 | 4th The Board Meeting of 2020 | 1. Approved the company's 2019 internal control system declaration 2. Approved the company's 2019 annual business report and financial statements (including consolidated financial statements) 3. Approved the company's 2019 surplus distribution proposal 4. Approval of the company's plan to allocate cash with capital reserve 5. Approved the company's 2019 employees and directors' compensation distribution situation 6. By lifting the restrictions on directors’ non-competition 6. Adopted to revise the company's "fund loan to others operating procedures" 7. Approved the revision of the company's "internal control system" 8. Through the annual salary adjustment of the company’s managers 9. Pass the company's visa accountant independence and competence 10. Through the endorsement guarantee of the 100% owned subsidiary Hitron Technologies Inc. (America) 11. Through the endorsement guarantee of the 100% owned subsidiary Hitron Technologies Inc.(Netherlands) 12. Through the endorsement guarantee of the 100% owned subsidiaryHitron Technologies Inc.(Suzhou Industrial Park) 13. Through the 100% owned subsidiary Hitron Technologies Inc. (Vietnam) endorsement guarantee 14. Through the endorsement guarantee of 100% owned subsidiary InnoAuto Technologies Inc. 15. Through the 100%-owned subsidiaryHitron Technologies Inc. (Suzhou Industrial Park) 16. Through the 100%-owned subsidiaryHitron Technologies Inc.(Vietnam) |
| 2020-02-03 | 3rd The Board Meeting of 2020 | 1. Through the election of the chairman and vice chairman of the company 2. Approval of the proposed appointment of members of the Salary and Compensation Committee |
| 2020-01-16 | 2nd The Board Meeting of 2020 | Through the year-end and performance bonus of the company’s managers |
| 2020-01-07 | 1st The Board Meeting of 2020 | 1. Approve the list of nominated directors and independent director candidates 2. Passed the review of the company's board of directors to nominate candidates for directors and independent directors for the first interim meeting of shareholders in 2020 3. By lifting the prohibition on competition for new directors |
Executive Summary
The Board of Directors of the Company revised the “Board Performance Evaluation Measures” on November 4, 2020. At the end of each year, the board of directors, functional committee members and members of the board of directors conduct performance evaluations on the overall board of directors, individual directors and functional committees.
The performance evaluation of the board of directors includes five aspects: participation in the company’s operations, improvement of the decision-making quality of the board of directors, composition and structure of the board of directors, selection and continuous education of directors, internal control, a total of 50 evaluation indicators; functional committee evaluation also includes five major Orientation: participation in company operations, awareness of functional committee responsibilities, improvement of functional committee decision-making quality, functional committee composition and member selection, internal control, a total of 36 evaluation indicators; evaluation results are divided into four levels, excellent and good , Standards and need to be strengthened.
The results of the internal self-evaluation of the board of directors and functional committees of the company in 110 were “Excellent”, which is sufficient to show that the functions and operational efficiency of the board of directors and functional committees of the company are good.
In addition, the company shall conduct board performance evaluations at least once every three years by an external professional independent agency or an external team of experts and scholars.
The performance evaluation results of the board of directors and functional committees have been submitted to the report of the board of directors on February 25, 2022.