Board of Directors | Corporate Governance

Board Membership
Ability of the board of directors
Diversification of Board
Diversification Item
Major Resolutions of Board Meetings
Board Performance Evaluation
Succession planning for board members and the managerial officers

Board Membership

Chairman – Chi-Chia Hsieh

Education：Ph.D. in Electrical Engineering, Santa Clara University

Major Past Positions：

1. Chairman, Microelectronics Technology Inc.
2. Director, Microwave Circuit Department, Harris Corporation.

Director – Gwong-Yih Lee

Education：M.S., Electrical Engineering, The State University of New York at Stony Brook

Major Past Positions：

1. Chairman and CEO of CyberTAN Technology, Inc.

2. Founder, Chairman and CEO, TransMedia Communication, Inc.

3. Founder, Chairman and CEO, Digicom Systems Inc.

Director – Hank Hsieh

Education：B.S., Department of Information Management, National Sun Yat-Sen University(NSYSU)

Major Past Positions：

1. Director and vice president of CyberTAN Technology, Inc.
2. Director of Business Management for CNSBG, Foxconn Technology Group

3. Senior Consultant , Atos Origin Consulting Company

Director – Eugene Wu

Education：M.S. degree in Electrical Engineering from University of Pittsburgh, USA

MBA degree from Rensselaer Polytechnic Institute,USA

Major Past Positions：President and CEO, Microelectronics Technology Inc.

Independent Director – Golub Drakulovic

Education：M.B.A. - Fairleigh Dickenson University, Rutherford, NJ

Major Past Positions：

1. VP China Wireless R&D - Lucent/Alcatel
2. Director of Lucent Wireless Technical Center in China
3. Director of Lucent CDMA Deployment Wireless Networks (US)

Independent Director – Yun Lin

Education：Ph.D. in Economics, University of Illinois at Urbana-Champaign

Major Past Positions：

1. Director of Finance Department, National Taiwan University
2. Professor at Department of Business Administration, Shih Hsin University

Independent Director – Jong Wang

Education：NCTU Executive Master of Business Administration

Major Past Positions：

1. Partner, LEE and LI Attorneys-At-Law

2. Vice President and Chief Legal Officer, Polytronics Technology Corp.

Ability of the board of directors

According to the Article of Incorporation, MTI adopts the candidate nomination system for elections of directors. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates.
In accordance with the Article 20 of MTI Corporate Governance Best Practice Principles, the board members should generally possess the necessary knowledge, skills and literacy to perform their duties.
In order to achieve the ideal goal of corporate governance, the overall ability of the board of directors should be as follows:
1. Good judgement in operations.
2. Accounting and financial analysis capabilities.
3. Business management capabilities. (Including Subsidiary management)
4. Crisis handling abilities.
5. Industrial knowledge.
6. Vision to international market.
7. Leadership.
8. Decision-making ability.
9. Risk management knowledge and abilities.

Diversification of Board

The company focuses on professional knowledge, skills and gender equality in the composition of the Board of Directors. All the 7 members of the Board are good at corporate management and operation, with international market view and capacity in leadership and decision-making. The Company had achieved the first target of having more than half of directors experienced in relevant industries, including Dr. Chi Hsieh, Mr. Gwong-Yih Lee, Mr. Hank Hsieh, Mr. Eugene Wu and Mr. Golub Drakulovic. The second target is to have more than two-sevenths female directors in the Board. Now Dr. Yun Lin who is good at accounting and financial analysis are the only female director in the Board. Mr. Jong Wang is a professional practicing lawyer with a legal background. In addition, there are 3 Independent Directors in the Board (43% of the total) according to the Article of Incorporation.

Diversification Item

Name	Nation -ality	Gen -der	Con -current Employee	Years of indepen -dent director	Oper -ation Manage -ment	Leader -ship & Decision-making	Finance & Accoun -ting	Intern -ational Market perspe -ctive	Risk Planning	Trend analysis of the indu -stry
Chi Hsieh	R.O.C	Male	V	-	V	V	-	V	V	V
Gwong-Yih Lee	R.O.C	Male	-	-	V	V	-	V	V	V
Hank Hsieh	R.O.C	Male	-	-	V	V	V	V	V	V
Eugene Wu	R.O.C	Male	-	-	V	V	-	V	V	V
Golub Drakulovic	U.S.A	Male	-	within 3 years	V	V	-	V	V	V
Yun Lin	R.O.C	Female	-	3-6 years	V	V	V	V	V	V
Jong Wang	R.O.C	Male	-	within 3 years	V	V	-	V	V	V

Major Resolutions of Board Meetings

According to MTI Regulations Governing Procedure for Board of Directors Meetings, a board of directors shall meet at least quarterly. The Board convened for 8 times in 2022. The major resolutions are shown below:

2022 Resolution of the Board

2021 Resolution of the Board

2020 Resolution of the Board

Board Performance Evaluation

Regulation

The Board of the Company resolved to establish the “Regulations Governing the Evaluation of Board Performance” on 2019.03.19 thereby the performance of the Board will be subject to evaluation once annually. An external evaluation will also be conducted by an external professional and independent institutions or a team of scholars and experts once every 3 years. At the end of 2021, "Taiwan Corporate Governance Association" is appointed to conduct MTI’s assessments of board performance. The evaluation period is from December 1, 2020 to November 30, 2021. The evaluation result has been presented to the Remuneration Committee and the Board for reporting in the 1st quarter of 2022.

Self-evaluation Results

The Company has reported on the evaluation result of Board Performance in 2020 in the session of the Board held on 2021/3/17. The remuneration committee and the Board would base its nomination and determination of an individual director's remuneration on the evaluation results of performance of the board.

According to the statistics compiled from the questionnaires responded by the Board, Directors, and members of the functional committees, the scoring falls agree to strongly agree. The performance evaluation result indicated Outstanding.

The suggestions and actions：

Formulate risk management policies and procedures, establish an effective risk management mechanism to assess and monitor its risk-taking ability, and report to the board of directors.
Consider the company's industry characteristics, changes in laws and overall development direction, and regularly review the director's training plan and the succession plan for directors and senior managers.

Performance Appraisal

At the end of 2021, "Taiwan Corporate Governance Association" is appointed to conduct MTI’s assessments of board performance. The evaluation period is from December 1, 2020 to November 30, 2021. The agency appointed an appraisal team (including two members, one director, and one researcher) to discuss the composition of the board of directors, guidance, authorization, supervision, communication, self-discipline, internal control, risk management, and meeting support. , conduct questionnaires and video interviews to evaluate the effectiveness of the board of directors. The institution has only business with the company for the director’s training course , and it is independent. They submitted an appraisal report on December 23, 2021. The comments and suggestions of the institution are as follows. The appraisal result and improvement plan will be reported to the Board by 2022 Q1.
The comments
1. The company invites professionals with international telecommunications industry operation and management experience to serve as independent directors and serve as the convener of the Remuneration Committee to assist the board of directors in strengthening strategic guidance and effective performance of operation supervision functions. It is really precious.
2. The company summarizes the results of the corporate governance evaluation and the proposed improvement projects, and submits them to the board of directors for review and discussion. This practice serves as a concrete demonstration of the spirit of responsibility of the board of directors for corporate governance issues.
3. The company's corporate governance evaluation in the past two years has maintained its ranking in the top 6% to 20% of the overall listed companies. Given the size of the company and the market challenges it faces, this relatively excellent corporate governance performance is worthy of commendation.
4. The company actively invites a third-party professional independent organization to assist in the performance evaluation of the board of directors. Through independent and objective inspections, it provides advanced opinions and demonstrates your company's ambition to improve the performance of the board of directors.
The suggestions
1. The company incorporates ESG thinking into the important basis for the formulation of important operating strategies, models and product design. It is recommended that the company consider the next board of directors to further establish a sustainability committee, or establish a sustainable development committee that is a managerial department and can be appropriately connected to the board of directors to focus on the discussion of important issues of the company's sustainable development.
2. The current performance appraisal system of the company's internal audit does not invite the participation of members of the audit committee. In order to strengthen the independence of internal audit, it is recommended that the annual performance appraisal of the company's internal audit invite members of the audit committee to participate.
3. The company has external channels for interested parties to report, and internal reporting systems and practices. However, there are no specific written specifications and links to audit committee members for reporting important stakeholders. It is recommended that your company review and integrate the existing reporting policies and systems, and ensure that the members of the audit committee can truly and effectively grasp the reporting incidents of important stakeholders at the first time, and can take necessary actions in a timely manner to further implement the spirit of the whistleblowing system.

Succession planning for board members and the managerial officers

Succession planning for board members

There are 7 directors (including 3 independent directors) in the company. All of the directors have extensive industry practice or professional financial accounting experience. Also, they have long-term practical management experience. In the future, the composition structure and member experience background of the company’s board of directors will continue to be selected by the current method. Regarding the succession planning of the board of directors, in addition to the company's existing managerial officers, the company's major shareholders have also been working in the communications industry for a long time. There are sufficient talent pools to take over future director vacancies. As for the part of independent directors, the company is fully in line with the domestic and foreign communication markets. There is sufficient talent pool to take over the future director vacancies. The supply of this part of the domestic professionals is not scarce, so the succession of independent directors may come from the company's planning Industry or academia.

In 2020, the independent director of the company, Ms. Mary Shio Chan, resigned as a director of the company due to personal career planning. The company adopted the talent pool that the directors have cultivated for a long time in the communications industry. Through a rigorous selection process, the 2020 shareholders meeting elected Mr. Golub Drakulovic, who has a rich background in the wireless communication industry, serves as an independent director of the company. In addition, due to the unexpected death of the original independent director Mr. Liu during his term of office, the 2021 shareholders meeting elected Mr. Jong Wang as an independent director. He has deep legal expertise and industrial work experience, which can further strengthen the functions of the board of directors.

After the first generation of 8 founders gradually retired, the company started the succession planning work. Cultivated the outstanding senior managers to join the board of directors to familiarize themselves with the operation of the board of directors, and expand their participation in the work of the group's operating units. Among them, with his outstanding performance, Mr. Allen Yen was handed over by one of the former founders, Mr. Chi Hsieh, to become the chairman of the company after the 2019 shareholders meeting. Mr. Chi Hsieh still serves as the director and honorary chairman of the company. Mr. Allen Yen passed away in 2022. Mr. Chi Hsieh was elected to be chairperson.

Succession planning for the managerial officers

The primary management level are currently 15 people including all departments of the company. All of them are actively cultivated by the company. Department heads have work manuals and work standard operating procedures, and designate job agents for training. In addition, the company also encourages important management levels to take on-the-job training or participate in education and training provided by external to enhance their overall abilities. Based on future development and various investment plans, the company conducts cross-departmental cooperation training for key talents. Hoping to cultivate the versatility of succession talents to facilitate the smooth progress of future succession plans.

According to the MTI’s succession plan, General Manager Eugene Wu acts as CEO approved by Board of Directors on December 15, 2021.

In 2023, the company promoted one high-level managers, Paddy Yang(Director of PM Department), in order to strengthen the functions of each department and complete succession planning.