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
The Company has formulated the “Code of Corporate Governance Practices” to formulate and implement a diversified policy for board members.
The members of the board of directors of the company have related background and working experience in labor, finance and accounting, and build the board structure of the company.
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 February 3, 2020 to February 2, 2023.
| Title | Name | Education&Experience | Position of Hitron and other company |
|---|---|---|---|
| Chairwoman | Representative of Alpha Networks Inc.: April Huang | EMBA degree from National Taiwan University Vice President & General Manager, Commercial & Industrial Products of Qisda Corp. Director of Qisda Optronics Corp. Chairman of Simula Technology Inc. | CEO of Alpha Networks Inc. Chairman, Representative of Alpha Networks Inc. Chairman of Enrich Investment Corporation Chairman of InnoAuto Technologies Inc. Director of Aespula Technology Inc. Director of Interactive Digital Technologies Inc. Chairman of Alpha Networks Foundation |
| Director | Amy Liu | International Trade from Ming Chuan University EMBA degree from National Chengchi University Vice Chairman of Hitron Technologies Inc. President of Interactive Digital Technologies Inc | Vice Chairman & President of Interactive Digital Technologies Inc |
| Director | Representative of Alpha Networks Inc.: Peter Chen | Thunderbird School of Global Management M.S., International Business Management Technology Product Center EVP, BenQ Corp. | Vice Chairman and Director: Alpha Networks Inc. Chairman and President: Qisda Corp. Chairman: BenQ Medical Technology Corp., Partner Tech Corp., DFI Inc. Director: AU Optronics Corp., Darfon Electronics Corp., BenQ Corp., BenQ Materials Corporation, NanJing BenQ Hospital Co., Ltd., Suzhou BenQ Hospital Co., Ltd., BenQ Hospital Management Consulting (NanJing) Co., Ltd., BenQ Healthcare Consulting Corporation, Darly Venture Inc., Darly 2 Venture, Ltd., Darly Consulting Corporation, BenQ AB Dentcare Corporation, Hitron Technologies Inc., Qisda (L) Corp., Qisda (Hong Kong) Limited, Darly Venture (L) Ltd., BenQ BM Holding Cayman Corp., BenQ BM Holding Corp., BenQ Guru Holding Corp., BenQ Foundation |
| Director | Representative of Alpha Networks Inc.: David Chou | MSEE, Polytectnic University Manager of Industrial Technology Research Institute Director of Tecom Co., Ltd. President of Wireless Broadband BU of Alpha Networks Inc. | Director, Representative of Alpha Solutions Co., Ltd. Supervisor, Representative of Alpha Networks (Changshu) Ltd. Director, Representative of Transnet Corporation Director of Alpha Networks Foundation |
| 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 of Hitron Technologies Inc. Director of Hitron Technologies (SIP) Inc. Director of Hitron Technologies (Samoa) Inc. Director of Jietech Trading (Suzhou) Inc. Director of Hitron Technologies Europe Holding B.V. Director of Hitron Technologies Vietnam Company Limited Director of InnoAuto Technologies Inc. |
| Director | Representative of Alpha Networks Inc.: Adams Lee | Bachelor, College of Engineering, National Taiwan University MBA, National Chengchi University General Manager, ViewSonic Europe and Asia Gogoro, GM of Global Distribution | Vice President of Hitron Technologies Inc. Director of Hitron Technologies (SIP) Inc. Director of InnoAuto Technologies Inc. |
| Independent Director | Mao-Chao Lin | Ph.D. from University of Hawaii System Professor in Department of Electrical Engineering from National Taiwan University Professor in Graduate Institute of Communication Engineering from National Taiwan University Independent Director of Alpha Networks Inc. | Professor in Department of Electrical Engineering from National Taiwan University Professor in Graduate Institute of Communication Engineering from National Taiwan University |
| Independent Director | Harry Huang | Bachelor’s Degree in Accounting from Soochow University Finance Manager of Formosa Plastics Group Chairman, Representative of Industrial Bank of Taiwan Independent Director of Alpha Networks Inc. Supervisor of San Fu Chemical Co., LTD. | Supervisor of Formerica Optoelectronics Inc. |
| Independent Director | Chen, Lo-Min | National Chengchi University Global Executive Vice President of Diebold Nixdorf, Incorporated. President, Asia Pacific Area of Diebold Nixdorf, Incorporated. President of Philips Electronic N.V China group President of NCR China Vice President of NCR Taiwan Senior Consultant of Oki Electric Industry Co., Ltd. | Independent Director of Transcend Information. Inc. |
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 | ||||||
| Adams Lee | 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 | ||||||
| Mao-Chao Lin | Republic of China | Male | V | V | V | V | |||||||||
| Harry Huang | Republic of China | Male | V | V | V | V | V | V | V | ||||||
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 |
| Independent directors | Mao-Chao Lin |
| Independent directors | Harry Huang |
| Independent directors | Chen,Lo-Min |
Executive Summary
| 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. |
| 2021-11-04 | 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 |
| 2020-11-04 | 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 |
| 2019-12-27 | 7th The Board Meeting of 2019 | 1. The company received a notice from Mingtai Technology (Stock) Co., Ltd. for the public acquisition of the company's common stock, and conducted verification and review in accordance with Article 14-1 of the "Administrative Measures for the Public Acquisition of Publicly Issued Companies' Securities" 2. It is proposed to lend funds to Hitron Technologies (SIP) Inc. (Suzhou Industrial Park), a 100% owned subsidiary of the company |
| 2019-12-12 | 6th The Board Meeting of 2019 | 1. Set the issuance price of private common stocks and related matters 2. Re-election of the company's directors and independent directors 3. Proposed to convene the first interim meeting of shareholders in 2020 |
| 2019-11-14 | 5th The Board Meeting of 2019 | 1. The company's third quarter of 2019 consolidated financial statements 2. The company's internal audit plan for 2020 |
| 2019-8-10 | 4th The Board Meeting of 2019 | 1.Approved 2019 Q2 financial statements report. 2.Approved the amendments to the Corporate Governance Best Practice Principles. 3.Approved compensation to directors for 2018 4.Approved compensation to officers for 2018 |
| 2019-5-3 | 3rd The Board Meeting of 2019 | 1.Approved Regulations Governing the Board Performance Evaluation 2.Approved「Accountants’ Independence and Competency Assessment Process」 3.Approved 2019 Q1 Consolidated Financial Statements. |
| 2019-3-22 | 2nd The Board Meeting of 2019 | 1.Approved 2019 business plan 2.Approved compensation to employees and directors for 2018. 3.Approved 2018 financial statements and business report. 4.Proposed distribution of 2018 profits. 5.Capital reserve allocation 6.Approved the amendments to the Ethical Corporate Management Best Practice Principles. 7.Approved Procedures for Ethical Management and Guidelines for Conduct 8.Approved「Director and Manager Code of Ethical Conduct」 9.Approved「Standard Operating Procedures for Directors’ Requests」 10.Approved the amendments to Procedures for Acquisition or Disposal of Assets 11.Approved the amendments to Procedures for Lending Funds to Other Parties 12.Cancel land lease for Causeway Science Park 13.Proposed adjustment of investment structure for the establishment of a subsidiary in Vietnam 14.Proposed agenda and date of 2019 Shareholders’ Meeting. |
| 2019-1-22 | 1st The Board Meeting of 2019 | 1.Annual salary adjustment of the company’s managers 2.The company’s managers year-end and performance bonus case 3.Planned to increase the capital of 100% -owned subsidiary Weiqi Technology (Samoa) Co., Ltd. and invest in the establishment of a Vietnamese subsidiary |
| 2018-11-9 | 6th The Board Meeting of 2018 | 1.Approved 2018 Q3 Consolidated Financial Statements. 2.Approved 2019 Internal Audit Plan |
| 2018-11-1 | 5th The Board Meeting of 2018 | 1.Private placement of common stock 2.Self-built factory 3.Held the first extraordinary shareholder meeting in 2018 |
| 2018-8-10 | 4th The Board Meeting of 2018 | 1.Approved 2018 Q2 Consolidated Financial Statements. 2.Approved the amendments to the Statement of Internal Control System. 3.Approved compensation to supervisors for 2017. 4.Approved compensation to officers for 2017 |
| 2018-5-3 | 3rd The Board Meeting of 2018 | 1.Changed of visa accountant 2.Approved 2018 Q1 Consolidated Financial Statements. |
| 2018-3-22 | 2nd The Board Meeting of 2018 | 1.Approved 2018 business plan 2.Approved compensation to employees and supervisors for 2017. 3.Approved 2017 business report and financial statements 4.Proposed distribution of 2017 profits. 5.Capital reserve allocation 6.For cash reduction 7.Approved the amendments to「Annual performance bonus management measures」 8.Approved the amendments to Procedures for Lending Funds to Other Parties 9.Approved the amendments to Procedures for Endorsement & Guarantee 10.Proposed agenda and date of 2018 Shareholders’ Meeting. |
| 2018-1-30 | 1st The Board Meeting of 2018 | 1.Annual salary adjustment of the company’s managers 2.The company’s managers year-end and performance bonus case 3.Approved the amendments to「Retirement of appointed managers」 |
| 2017-11-10 | 6th The Board Meeting of 2017 | 1.Approved 2017 Q3 Consolidated Financial Statements. 2.Approved the amendments to Compensation Committee Charter 3.Approved the amendments to「Rules of Duty of Independent Directors」 4.Approved the amendments to the Internal Control System. 5.Approved 2018 Internal Audit Plan 6.Approved of the change of Accounting Division supervisor |
| 2017-08-11 | 5th The Board Meeting of 2017 | 1.Approved 2017 Q2 Consolidated Financial Statements. 2.Approved the amendments to Rules And Procedures Of Board Of Directors Meetings 3.Approved the amendments to parts of「Internal Major Information Processing Procedure」 4.Approved the amendments to parts of 「Procedures for applying for suspension and resumption of trading operations」 5.Approved the amendments to Audit Committee Charter 6.Approved the amendments to the Corporate Governance Best Practice Principles. 7.Approved the amendments to the Corporate Social Responsibility Best Practice Principles. 8.Approved Rules of Duty of Independent Directors |
| 2017-06-23 | 4th The Board Meeting of 2017 | 1.Approved of the change of Financial Division supervisor and spokesperson. 2.Company relocation |
| 2017-06-13 | 3rd The Board Meeting of 2017 | 1.Election of the Chairman and vice chairman. 2.Appointment of members of the Remuneration Committee |
| 2017-05-02 | 2nd The Board Meeting of 2017 | 1.Approved 2017 Q1 Consolidated Financial Statements. 2.The 2017 Annual Shareholders Meeting accepts nominations for independent director candidates and shareholders’ proposals |
| 2017-03-21 | 1st The Board Meeting of 2017 | 1.Proposed 2017 business plan 2.Approved compensation to employees and supervisors for 2016. 3.Approved 2016 financial statements and business report. 4.Proposed distribution of 2016 profits. 5.Capital reserve allocation 6.Approved the amendments to the Articles of Incorporation. 7.Approved the amendments to Procedures for Lending Funds to Other Parties. 8.Approved the amendments to Procedures for Endorsement & Guarantee. 9.Approved the amendments to Procedures for Acquisition or Disposal of Assets. 10.Approved the amendments to Rules For Election of Directors and Supervisors. 11.Approved Audit Committee Charter 12.Approved of the election of directors and independent directors. 13.Nominate and review the list of candidates for independent directors 14.Lifting restrictions on new directors’ prohibition on competition 15.Proposed agenda and date of 2017 Shareholders’ Meeting. |
| 2016-11-10 | 4th The Board Meeting of 2016 | Appointment of a member of the salary and remuneration committee |
| 2016-08-11 | 3rd The Board Meeting of 2016 | Approved the changed of Financial Division supervisor and spokesperson. |
| 2016-03-18 | 1st The Board Meeting of 2016 | 1.Announcement of the date of the 2016 regular shareholders’ meeting and related matters 2.Resolution to issue the fourth domestic convertible corporate bond 3.Approved distribution of 2015 dividends. |
| 2015-08-13 | The Board Meeting of August 13 | Board of Directors approved the share repurchase program |
| 2015-03-20 | The Board Meeting of March 20 | 1. Approved the 2014 earnings distribution proposal. 2. Approved the agenda of 2015 shareholder’s meeting. 3. Approved the capital reduction due to cancellation of treasury shares. |
| 2015-01-22 | The Board Meeting of January 22 | Approved to change purpose of share repurchase from transferring to employees to cancellation of shares. |
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.