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).
Name of Director | Functional Committee Members | Date First Elected | Attendance Rate |
Wang Shiu-Ting (Chairman and President) | ESG Committee (PresidentChairman) | Jun 19, 1998 | 100% |
TSC Auto ID Technology Co., Ltd. Representative: Wang Xing-Lei | Member of ESG Committee | Jun 18, 2015 | 100% |
UMC Capital Co., Ltd. Representative: Liu Chang-Yu | None | Jul 26, 2021 | 85.71% |
Jhan Cian-Long (Independent Director) | Audit Committee (Convener) Member of Remuneration Committee | Jun 27, 2012 | 85.71% |
Lin Bo-Sheng (Independent Director) | Member of Audit Committee Member of Remuneration Committee | Jun 27, 2012 | 100% |
Fan Hong-Shu (Independent Director) | Member of Audit Committee Member of Remuneration Committee (Convener) | Jun 27, 2012 | 100% |
Ma Shu-Zhuang (Independent Director) | Member of Audit Committee | Jul 26, 2021 | 100% |
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.
Term | Date | Important Resolutions |
Term 15th No. 12 Board Meeting Minute | Mar 15, 2023 | 1. Approved the review of the new manager’s remuneration by the Company’s Compensation Committee. 2. Approved the review of the actual payment of salaries and bonuses to directors and managers of the Company for 2022. 3. Approved the proposal of the Company’s subsidiaries to repatriate their earnings. 4. Approved the review of the remuneration to directors and employees for the year 2022. 5. Approved the preparation of the Company’s individual financial report and consolidated financial report for the year 2022. 6. Approved the Company has changed its certified public accountants since the first quarter of fiscal year 2023. 7. In accordance with Article 29 of the Code of Corporate Governance Practices for Listed Companies, the Company has stipulated that listed companies should periodically (at least once a year) evaluate the independence and suitability of the appointed accountants with reference to the Audit Quality Indicators (AQIs). The Company’s Finance Department conducted a review of the suitability and independence of the certified public accountants and did not find any cases of incompetence or violation of independence on the part of the Company’s certified public accountants and their related personnel. 8. Approved the Company’s proposal to establish a general principle for the Company’s pre-approval of non-confidence service policy in accordance with the “Revised Code of the International Ethics Standards Board for Accountants (IESBA)”. 9. Approved the appropriation of the Company’s 2022 fiscal year earnings at NT$4.0 per share based on the shares held in the shareholders’ register as of the date of distribution of the cash dividend, and proposed to distribute shareholders’ dividends of NT$1,053,941, 944, all in cash. NT$1,053,941,944 to be distributed as shareholders’ dividends, all of which will be paid in cash. 10. Approved the amendment of certain provisions of the Company’s Articles of Incorporation. 11. Approved to issue the “Statement of Internal Control System” for 2022. 12. Approved the renewal of directors’ and managers’ liability insurance. 13. Approved the proposal of the Company’s 2019 annual private placement of common stock to submit a report to the competent authority for reissuing the public offering and applying for listing on the Taiwan Stock Exchange. 14. Approved the proposal of the 2023 Annual General Meeting of Shareholders of the Company to hold a physical shareholders’ meeting at I-lan site on June 19, 9AM. 15. Approved the proposed period for accepting shareholders’ proposals for the 2023 Annual General Shareholders’ Meeting to be from April 07, 2012 to April 17, 2012 in accordance with Article 172-1 of the Company Act. |
Term 15th No. 11 Board Meeting Minute | Dec 28, 2023 | 1. Approved the remuneration of the new manager by the Company’s Compensation Committee. 2. Approved the Company’s 2023 operating plan. 3. Approved the Company’s internal audit plan. 4. Approved the renewal of bank loans that are expected to expire in 2023. 5. Approved the renewal of the derivative financial instrument contracts which are expected to expire in 2023 to avoid the impact of exchange rate fluctuations on the Company’s profit and loss. |
Term | Date | Important Resolutions |
Term 15th No.5 Board Meeting Minute | Jan 10, 2022 | 1. Approved the capital reduction and cancellation of 1,600,000 treasury shares and set January 10, 2022 as the base date for the capital reduction and cancellation of treasury shares. In accordance with legal procedure. |
Term 15th No.6 Board Meeting Minute | Mar 28, 2022 | 1. Approved the proposal to review the actual payment of salaries to the Company’s directors and managers for the year ended December 31, 2021. 2. Approved the review of the Company’s remuneration to directors and employees for 2021. 3. Approved the Company’s 2021 individual financial report and consolidated financial report. 4. Approved Case 4 the appropriation of the Company’s 2021 earnings based on the cash dividend distribution as stated in the shareholders’ register on the record date. The appropriation of the Company’s 2021 earnings will be based on the shares held in the shareholders’ register as of the record date for the distribution of cash dividends of NT$2.5 per share. It is proposed to distribute NT$658,713,715 as stockholder’s dividends, all in cash. 5. Approved the Finance Department’s review of the suitability and independence of the certified public accountants. 6. Approved the amendment of certain provisions of the Company’s Articles of Incorporation. 7. Approved the amendment of the “Rules of Procedures for Shareholders’ Meetings” of the Company. 8. Approved the amendment of the Company’s Corporate Governance Code. 9. Approved the amendment to the “Procedures for Acquisition or Disposal of Assets” of the Company. 10. Approve the amendment of the Company’s internal control system. 11. Approved the amendment to the Company’s internal control system based on the relevant laws and regulations. system. 12. Approved the renewal of directors’ and managers’ liability insurance. 13. Approved the proposal to hold the 2022 Annual General Meeting of Shareholders on June 21, 2022 (Tuesday). At 9:00 a.m. 14. Approved the 2022 Annual General Shareholders’ Meeting of the Company in accordance with Article 172-1 of the Company Act. |
Term 15th No.7 Board Meeting Minute | May 11, 2022 | 1. Approved the renewal of the bank loan facility for the purpose of enriching the Company’s working capital. |
Term 15th No.8 Board Meeting Minute | Jun 21, 2022 | 1. Approved the appropriation of 2021 earnings, and proposed to set August 03, 2022 as the base date for distribution of cash dividends and employees’ compensation. |
Term 15th No.9 Board Meeting Minute | Aug 10, 2022 | 1. Approved of the Company’s Compensation Committee’s consideration of the new Manager’s compensation. 2. Approved the Company’s proposal to participate in the investment of Achi Capital GP Limited with a total amount not exceeding US$5 million. |
Term 15th No.10 Board Meeting Minute | Nov 09, 2022 | 1. Approved the amendment of the “Regulations Governing the Handling of Material Internal Information and Prevention of Insider Trading” of the Company. 2. Approved the amendment to the “Regulations Governing the Conduct of Board Meetings” of the Company. |
Term 15th No. 11 Board Meeting Minute | Dec 28, 2022 | 1. Approved the remuneration of the new manager by the Company’s Compensation Committee. 2. Approved the Company’s 2023 operating plan. 3. Approved the Company’s internal audit plan. 4. Approved the renewal of bank loans that are expected to expire in 2023. 5. Approved the renewal of the derivative financial instrument contracts which are expected to expire in 2023 to avoid the impact of exchange rate fluctuations on the Company’s profit and loss. |