The Board of Directors is the highest governance body of TSC, responsible for guiding the Company’s strategy, supervising management, and being accountable to shareholders. The Board of Directors of TSC exercises its powers in accordance with laws, Articles of Incorporation, or resolutions of Shareholders’ Meetings in relation to various operations and arrangements of the corporate governance system. In order to strengthen supervision and enhance management functions, the Board of Directors has established multiple Functional Committees, including the Audit Committee, Remuneration Committee, and Capital Expenditure Review Committee, and has specified organizational regulations to assist the Board of Directors in fulfilling its supervisory responsibilities. The committees regularly report their activities and decisions to the corporate governance body. The Audit Office of TSC is responsible for regularly conducting internal audit operations, and its effectiveness and efficiency are supervised by the Audit Committee.
As of the end of 2023, the average term of office for all Directors was three years. According to Article 206 of the Company Act, the principle for board meetings is to have more than half of the directors present. In 2023, the Board of Directors held seven meetings, with all seven Directors (including independent directors) in attendance at every meeting. The average attendance rate of Directors in 2023 was 100%, indicating good attendance and compliance with regulations. The ratio of total Director remuneration to the Company’s net profit after tax in 2023 was 5.79%.
Since June 2016, TSC has adopted a candidate nomination system for the election of all non-independent directors and independent directors. According to TSC Corporate Governance Best Practice Principles, the composition of the Board of Directors should be determined based on the company’s business development scale and the shareholding structure of its major shareholders, taking into account practical operational needs. The composition of the board members should consider diversity, with no more than one-third of the board seats held by directors who are also company executives. The board should develop an appropriate diversification policy based on its own operations, business model, and development needs, including but not limited to the following two main criteria:
To achieve the ideal goals of corporate governance, the board as a whole should have the following abilities:
Currently, all seven directors of our company are Taiwanese nationals, and they all have the necessary knowledge, skills, and qualifications required to perform their duties, as evidenced by their previous experiences. They have diverse professional backgrounds in accounting, finance, business, law, marketing, or industrial technology. The age range of the directors is as follows: three directors (52.3%) are in the 61-76 age range (Wang Shiu-Ting, Lin Bo-Sheng, Jhan Cian-Long), one director (14.4%) is in the 51-60 age range (Fan Hong-Shu), and three directors (33.3%) are in the 41-50 age range (Wang Xing-Lei, Liu Chang-Yu, Ma Shu-Zhuang).
Title | Name | Date Elected | Education and Experience |
Chairman and President | Wang Shiu-Ting | Jul 26, 2021 | Tatung University, Mechanical Engineering; Manger of Texas Instruments |
Representative of Corporate Directors and Vice President (TSC Auto ID Technology Co., Ltd.) | Wang Xing Lei | Jul 26, 2021 | Master of Business Administration, Massachusetts Institute of Technology Consultant of McKinsey & Company |
Representative of Corporate Directors (UMC Capital Co., Ltd.) | Liu Chang Yu | Jul 26, 2021 | Master of Industrial and Systems Engineering, Chung Yuan Christian University; Bachelor's degree of Business Mathematics, Soochow University; Vice President, EY M&A advisory assisting; Sernior manager, Investment Department, AsusTek Computer Inc.; Investment Manager, StanShih Foundation; Assistant Manager, Productive and Planning Department, VisEra Technologies Company Limited; Leder Engineer, Central Production Planning Department, United Microelectronics Corporation; Representative of Corporate Directors , Win Win Precision Technology Co., Ltd.; Representative of Corporate Directors, SUBTRON TECHNOLOGY CO., LTD. |
Independent Director | Jhan Cian Long | Jul 26, 2021 | PhD in Accounting, Nova University; Professor and Head of Department of Accounting, Soochow University; Dean of Soochow University Business School; Dean of Soochow University; Independent Director and Member of Compensation Committee of Yatai Imaging Co., Ltd.; Independent Director and Audit Committee Member of CABIQI International Co., Ltd. ; Independent Director of Taiwan Salt Industry Co., Ltd. |
Independent Director | Lin Bo Sheng | Jul 26, 2021 | Ph.D. in Economics, Johns Hopkins University Associate Professor, Professor, Department of International Business, National Chengchi University; Director and Department Director of NCCU International Business; Director of Hualu Venture Capital (Stock) Company; Member of Remuneration Committee of Jinghua Hotel; Independent director and member of the Salary and Compensation Committee of Datong World Technology (Stock) Company; Independent Director of Dynamic Electronics (Convener of Audit Committee) and Member of Compensation Committee (Convener) |
Independent Director | Fan Hong Shu | Jul 26, 2021 | Ph.D. in Accounting Group, Institute of Business Studies, National Taiwan University; Dean and Professor of Department of Accounting, Fu Jen Catholic University; External review members of the listing/ OTC review committee, Member of the Accountant Examination Review Committee of the Examination and Selection Department; Independent supervisor of TSC Auto ID Technology Co., Ltd., & Guangding Electronics Co., Ltd., The legal person supervisor representative of Mega International Commercial Bank; Representative of the legal person supervisor of Taiwan Fire Development Co., Ltd.,; Independent Director of Tigerair Taiwan Co. Ltd |
Independent Director | Ma Shu Zhuang | Jul 26, 2021 | MBA, MIT Sloan School of Management Bachelor of Computer Science and Architecture, UC Berkeley |
In addition, TSC has established a board performance evaluation system, which includes annual self-assessment by board members and self-assessment by directors.
The board performance evaluation covers five main aspects:
Director self-assessment includes six main aspects:
Furthermore, to provide the investment community with a comprehensive understanding of the operation of our board of directors, relevant information is disclosed in our company’s annual report, official website, and the Taiwan Stock Exchange’s public information observation platform, including:
Only data from the past five years is disclosed.