#
Board Structure
Our Board of Directors is currently composed of 9 distinguished directors, and one of them is manager of GUC. The Board of Directors is equipped with diverse knowledge and a great breadth of corporate governance experience. At the same time, independent directors also set up the Audit Committee and the Salary Remuneration Committee. The members of the Board of Directors are chosen by nomination system. We value not only their expertise, but also their integrity and moral reputation.
#
Directors' Biographies
| Title | Name | Experience |
|---|---|---|
| Chairman | F.C. Tseng | Current Position: Vice Chairman of VIS Previous Position: President of TSMC Academic Background: National Cheng Kung University |
| Director | Wendell Huang | Current Position: Chief Financial Officer of TSMC Previous Position: Deputy Chief Financial Officer of TSMC Academic Background: Master, Business Administration, Cornell University |
| Director | Cliff Hou | Current Position: VP in Research and Development of TSMC Previous Position: VP of Research and Development / Design and Technology Platform of TSMC Academic Background: Syracuse University |
| Director | Ken Chen | Current Position: President of GUC Previous Position: Senior Director of TSMC Academic Background: Stanford University |
| Independent Director | Benson Liu | Current Position: VP of Taiwan Corporate Governance Association Previous Position: Chairman of Bristol-Myers Squibb Taiwan Academic Background: Northrop university |
| Independent Director | Chein-Wei Jen | Current Position: Independent Director of GUC Previous Position: Director in SoC Center of ITRI Taiwan Academic Background: Natioanl Chiao Tung University |
| Independent Director | Wen-Yeu Wang | Current Position: Professor in College of Law of NTU Previous Position: Committee Member of Taiwan FTC Academic Background: Stanford University |
| Independent Director | Peter Wu | Current Position：Emeritus Professor of NCTU Chairman of director and CTO of A-Neuron Electronic Corporation Previous Position：President of NCTU Academic Background：Natioanl Chiao Tung University |
| Independent Director | Kenneth Kin | Current Position: Honorary Chair Professor of College of Technology Management in NTHU Previous Position: SVP of TSMC Academic Background: Columbia University |
#
Performance Evaluation of Boards and Directors
To enhance the Board functions and to improve the operation efficiency of the Board of directors, system of performance evaluation and policy is established.GUC conducts an internal board performance self-assessment once a year according to the assessment procedures and a written report summarizing the results, issues for discussion and recommendations for initiatives will be presented to the Board and discussed at a Board meeting. An external institution or experts will be appointed to conduct assessments of board performance every three years. And scoring criteria of self-assessment may be modified and adjusted based on the company's needs and regulation requirement.
Result of Performance Evaluation of Boards and Directors:
The Y2019 performance review for all Board directors met expectation.
#
Major Resolutions of BOD Meetings
2014
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20140529 | 9/9 | 1. Elect F.C. Tseng as Chairman 2. Approve the EX-dividend date |
| 20140808 | 9/9 | Report 2014 Q2 financial statements to the board of directors |
| 20141107 | 9/9 | 1. Report 2014 Q3 financial statements to the board of directors 2. Approve 2014 audit plan 3. Approve ''Internal Control System '' and ''Internal Audit Implementation Rules'' revision 4. Approve ''Compensation Committee Charter'' revision 5. Approve ''Procedures for Ethical Management & Code of Ethics & Business Conduct'' 6. Approve ''Corporate Governance Best-Practice Principles'' |
2015
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20150212 | 9/9 | 1. Approve 2014 financial statements and business report 2. Approve the proposal of dividend distribution for each common share holder will be entitled to receive a cash of NT$3 per share allocated from retain earnings 3. Approve ''Corporate Governance Best-Practice Principles'' revision 4. Approve ''Procedures for Ethical Management & Code of Ethics & Business Conduct'' revision 5. Approve ''Corporate Social Responsibility Best-Practice Principles'' |
| 20150508 | 9/9 | 1. Report 2015 Q1 financial statements to the board of directors 2. Appoint Karen Lin as Accounting Controller |
| 20150528 | 9/9 | Approve the EX-dividend date |
| 20150807 | 9/9 | Report 2015 Q2 financial statements to the board of directors |
| 20151106 | 9/9 | 1. Report 2015 Q3 financial statements to the board of directors 2. Approve 2016 audit plan 3. Approve " Procedures for suspending/reviving stock trading" |
| 20151204 | 9/9 | Strategy Report |
2016
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20160204 | 9/9 | 1. Approve '' Articles of Incorporation '' revision 2. Approve 2015 financial statements and business report 3. Approve the proposal of dividend distribution for each common share holder will be entitled to receive a cash of NT$3 per share allocated from retained earnings |
| 20160505 | 9/9 | 1. Report 2016 Q1 financial statements to the board of directors 2. Approve "Audit Committee Charter" revision |
| 20160526 | 9/9 | Approve the EX-dividend date |
| 20160804 | 9/9 | 1. Report 2016 Q2 financial statements to the board of directors 2. Appoint Ken Chen as President 3. Approve Korea subsidiary set-up |
| 20161103 | 9/9 | 1.Report 2016 Q3 financial statements to the board of directors 2. Approve 2017 audit plan |
| 20161201 | 9/9 | Strategy Report |
2017
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20170209 | 9/9 | 1. Approve 2016 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$3.5 per share allocated from retain earnings 3. Approve ''Procedures for acquisition or disposal of assets'' revision |
| 20170331 | 9/9 | Approve the nominated Directors (including Independent Directors) candidates |
| 20170504 | 9/9 | 1. Report 2017 Q1 financial statements to the board of directors 2. Approve Nanjing subsidiary set-up |
| 20170518 | 9/9 | 1. Elect F.C. Tseng as Chairman 2. Approve the EX-dividend date |
| 20170803 | 9/9 | 1. Report 2017 Q2 financial statements to the board of directors 2. Approve revised 2017 Capex |
| 20171102 | 9/9 | 1. Report 2017 Q3 financial statements to the board of directors 2. Approve 2018 audit plan 3. Approve "Rules and Procedures of Board of Director Meetings" revision 4. Approve " Compensation Committee Charter" revision |
| 20171207 | 9/9 | Strategy Report |
2018
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20180201 | 9/9 | 1. Approve 2017 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$5.0 per share allocated from retain earnings |
| 20180503 | 9/9 | 1. Report 2018 Q1 financial statements to the board of directors 2. Approve revised 2018 Capex |
| 20180517 | 9/9 | Approve the EX-dividend date |
| 20180802 | 9/9 | 1. Report 2018 Q2 financial statements to the board of directors 2. Approve revised 2018 Capex |
| 20181101 | 9/9 | 1. Report 2018 Q3 financial statements to the board of directors 2. Approve 2019 audit plan |
| 20181206 | 9/9 | Strategy Report |
2019
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20190131 | 9/9 | 1. Approve 2018 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$5.0 per share allocated from retain earnings |
| 20190503 | 9/9 | Report 2019 Q1 financial statements to the board of directors |
| 20190516 | 9/9 | Approve the EX-dividend date |
| 20190801 | 9/9 | 1. Report 2019 Q2 financial statements to the board of directors 2. Approve change of Internal Audit Officer |
| 20191031 | 9/9 | 1. Report 2019 Q3 financial statements to the board of directors 2. Approve 2020 audit plan |
| 20191205 | 9/9 | Strategy Report |
2020
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20200206 | 9/9 | 1. Approve 2019 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$5.0 per share allocated from retain earnings 3. Approve the nominated Directors (including Independent Directors) candidates |
| 20200507 | 9/9 | 1. Report 2020 Q1 financial statements to the board of directors 2. Appoint Blith Chiang as Accounting Controller |
| 20200514 | 9/9 | 1. Elect F.C. Tseng as Chairman of Board Meeting 2. Elect Benson Liu as Chairman of Audit Committee 3. Elect Wen-Wei Wang as Chairman of Compensation Committee |
| 20200730 | 9/9 | 1. Report 2020 Q2 financial statements to the board of directors 2. Appointed Mr. Daniel Chien, the Senior Vice President and CFO, as Corporate Governance Officer of GUC |
| 20201105 | 9/9 | 1. Report 2020 Q3 financial statements to the board of directors 2. Approve 2021 audit plan |
| 20201203 | 9/9 | Strategy Report |
2021
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20210128 | 9/9 | 1. Approve 2020 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$5.0 per share allocated from retain earnings |
| 20210429 | 9/9 | 1. Report 2021 Q1 financial statements to the board of directors 2. Approve the modification of Procedures for Ethical Corporate Management and Guidelines of Conduct Report |
| 20210729 | 9/9 | Report 2021 Q2 financial statements to the board of directors |
| 20211028 | 9/9 | 1. Report 2021 Q3 financial statements to the board of directors 2. Approve 2022 audit plan |
| 20211202 | 9/9 | 1. Appoint Sean Dai as President 2. Strategy Report |
#
Independent Director
According to the relevant regulations, the election of Directors is conducted under the "candidate nomination system". The Directors shall be elected from the nominated candidates. The qualification of the nominated Directors (including Independent Directors) has been reviewed by the Board meeting on Feb 6, 2020. The tenure of newly elected directors shall commence on May 14, 2020 and expire on May 13, 2023.
The results of the election of Independent Directors in 2020/05/14 shareholders' meeting :
| Title | Name | Votes Received |
|---|---|---|
| Independent Director | Benson Liu | 74,488,850 |
| Independent Director | Chein-Wei Jen | 74,444,599 |
| Independent Director | Wen-Yeu Wang | 74,467,096 |
| Independent Director | Peter Wu | 74,411,808 |
| Independent Director | Kenneth Kin | 74,488,937 |
Independent Director Mail Box:acinfo@guc-asic.com