Composition and responsibilities

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Composition and Responsibilities of the Board of Directors:

  • The Company has established the “Rules and Procedures for the Board of Directors Meeting.” Functions and operations of the Board of Directors are governed by these Rules and Procedures and related laws and regulations. Furthermore, the Company has specified required competencies for the Board of Directors in Chapter 3 “Directors Competency Enhancement” of the “Corporate Governance Best Practice Principles,” as a reference for Board member diversification.
  • Members of the Board of Directors are nominated and elected through “Candidate Nomination System” as specified in the Articles of Incorporation. Apart from assessing the education and experience of candidates, the Company also references to the opinions of stakeholders and abide by the “Rules and Procedures for Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure the diversity and independence of directors.
  • In accordance to Item 3 Article 20 of the Company’s “Corporate Governance Best Practice Principles,” members of the Board of Directors shall be equipped with professional knowledge, skills, and competencies necessary to carry out their duties and responsibilities. The composition of the Board of Directors shall be equipped with the following competencies in order to achieve Corporate Governance:
  • 1. Operational judgement capabilities
  • 2. Accounting and financial analysis capabilities
  • 3. Operational management capabilities
  • 4. Crisis management capabilities
  • 5. Industry specific knowledge
  • 6. View of global market
  • 7. Leadership capabilities
  • 8. Strategic business making capabilities

Diversity of the Board of Directors

  • In accordance with Item 2 Article 20 of the Company’s “Corporate Governance Best Practice Principles,” the diversity principle of the composition of Board of Directors shall include, but not limited to the following two general standards:
  • 1. Basic requirement and value: gender, age, nationality, and culture.
  • 2. Professional knowledge and competencies: industry specific knowledge (e.g., legal affair, accounting, industry, finance, marketing or technology), professional skills and industry specific experiences.
  • The current nomination of the Board of Directors has seven seats and all of them are male citizens of the Republic of China including three seats for independent directors. Directors nominated are equipped with different expertise, professional background, industry knowledge, skills, and competencies required by their duties to optimize the structure of the Company’s Board of Directors. Of the four directors who are also executives of the Company, , Mr. Barry Lam is well equipped with forward-looking ambition with unique vision and strong marketing capabilities. Mr. C.C. Leung is specialized in operational judgement and operational management. While Mr. C.T. Huang is specialized in leadership and factory management and Mr. Tim Li is well equipped with professional background in finance and accounting. All four directors have extensive industry-specific knowledge and view of global market, as well as risk management capabilities. Each of the three independent directors has his own expertise: Dr. Wei-Ta Pan is specialized in legal affairs and is familiar with social welfare; Dr. Pisin Chen is a physicist, familiar with industry-specific knowledge and equipped with an international market view; and Mr. Hung Ching Lee is equipped with professional knowledge in accounting and is a licensed senior securities specialist. Mr. Lee was an underwriting committee member of the Taiwan Securities Association, senior manager at the TWSE and securities firms. Mr. Lee has extensive knowledge in finance and securities related regulations. Thus, members of the Board of Directors are able to provide professional advices and constructive suggestions on the Company’s major operational matters.
  • Within the Board of Directors, the percentage of directors and independent directors who are also employees of the company is both 43%, employment of each independent director is less than 3 years, three to six years, and over nine years. Two directors are over age 70 and three are between age 60 and 69, while two are under age 60. None of the directors are within the second degree of kinship. Board member diversification policy is disclosed on the Corporate website.

Professional Background of the Board of Directors:

    Title Name Education/Experiences Con-Current Job Posts
    Chairman Barry Lam
    • Master Degree in Electrical
      Engineering, Honorary
      Doctorate, and Outstanding
      Alumni at the National Taiwan
      University
    • Honorary Doctorate at the
      College of Engineering at the
      National Tsing Hua University
    • President of Kinpo Electronics
    • Chairman:
      Chien Yue Investment Co., Ltd., QVCL, QCTI,
      Quanta Cloud Technology Inc., QIL, AIC, QCA, QCH, QAL, QCML, QCT LLC, QCT Inc., Quanta Culture &
      Education Foundation, Quanta Arts Foundation,
      Quanta AI Medical Foundation.
    • Director:
      QMIT, PK Venture Capital Corp., Maxima Capital
      Management, China Power Venture Capital Corp., WK Technology Fund VI, WK Technology Fund VII,
      QMI, CDIB, SINOCON Industrial Standards
      Foundation.
    • Board of Director at CNAIC
    • Board of Director & Vice President of the Institute for Biotechnology and Medicine Industry (IBMI)
    Vice
    Chairman
    C. C. Leung
    • Honorary Doctorate at the
      National Chiao Tung University
    • Bachelor Degree in Physics at
      the National Taiwan University
    • Vice President of Kinpo
      Electronics
    • Vice President of Compal
      Computer
    • President of Quanta Computer Inc.
    • Chairman:
      QMIT, QMI, QCN, QCHN, QMN, QCTG, QDL, QIT,
      Q_Bus, Tech Chain Ltd., Exmore, QDL(HK), Tech
      Chain(HK), Exmore(HK)
    • Director:
      QCTI, Quanta Cloud Technology Inc., RTK, AIC,
      QCA, QCML, QCJ, QMB, QCTS
    • Director & President of QVCL and QCH
    Director C. T. Huang
    • Bachelor Degree in Electrical
      Engineering at the Chung Yuan Christian University
    • Factory Director of Kinpo
      Electronics
    • EVP of Quanta Computer Inc.
    • Chairman:
      TFC, TCC, TWW, TLC, TGC, TTC, TNC, TFQ, TWQ,
      ZYES, YDCQ, TCQ, QSS, GTM
    • Director of QCTI, QMB, QSI
    • Supervisor of QVCL
    Director Tim Li
    • Master Degree in Industrial
      Engineering at New Jersey
      Institute of Technology
    • Assistant Engineer at the
      Industrial Development Bureau, Ministry of Economic Affairs
    • SVP of Quanta Computer Inc.
    • Director:
      QMIT, CDIB BioScience Venture Management,
      QVCL, QCJ, ZYES, FDDT, DGT, KSH, SJDT
    • Director & President:
      TFC, TCC, TWW, TLC, TGC, TTC, TNC, TFQ, TWQ,
      YDCQ, TCQ, GTM
    • Supervisor of QCTI
    • Vice Chairman of TechView International
      Technology Inc.
    Independent
    Director
    Dr. Wei-Ta Pan
    • Nebraska Law School, J.D.
    • Tulane Law School, L.L.M.
    • President, Chairman at
      Department of
      Law, School of Law at Soochow University
    • Arbitrator of The Arbitration
      Association of The Republic of
      China
    • Independent Director, Audit
      Committee Member,
      Remuneration Committee
      Member of China Life Insurance Co. Ltd.
    • President of Soochow University and Professor at
      School of Law, Soochow University
    • Chairman of the Private School Promotion
      Foundation
    • Director of the Modern Women’s Foundation
    • Independent Director & Audit Committee Member of Radium Life Tech. Co., Ltd.
    • Independent Director of SinoPac Holdings
    • Member and Chair of the Audit Committee and
      Remuneration Committee at Quanta Computer Inc.
    • Chairman of R.O.C. Private School Faculty and Staff Retirement, Compensation, Resignation and
      Severance Fund Management Committee
    Independent
    Director
    Dr. Pisin Chen
    • Doctoral Degree in Theoretical
      Particle Physics at the University of California, Los Angeles
      (UCLA)
    • Professor of Physics at the
      National Taiwan University
    • Distinguished Chair Professor, Department of
      Physics at National Taiwan University
    • Director and Chair Professor at the Leung Center
      for Cosmology and Particle Astrophysics, National
      Taiwan University
    • Lifetime Analyst at the Kavli Institute for Particle
      Astrophysics and Cosmology (KIPAC), Stanford
      University
    • Member of the Audit Committee at Quanta
      Computer Inc.
    Independent
    Director
    Hung Ching,
    Lee
    • Master Degree in Finance and
      Law at the Chung Yuan
      Christian University
    • Bachelor Degree in Accounting
      at the Chung Yuan Christian
      University
    • Vice President of TCB Bank
      Securities Corp.
    • Senior Vice President at Capital Securities Corp.
    • Assistant Manager at the Taiwan Stock Exchange Corp.
    • Independent Director, Member
      and Chair of the Audit
      Committee and Remuneration
      Committee at Chuwa Wool
      Industry Co., Ltd.
    • Member of the Audit Committee and Remuneration Committee at Quanta Computer Inc.
    • Independent Director, Member of the Audit
      Committee and Remuneration Committee at Roo
      Hsing Holding.

Evaluation of the Board of Directors:

  • The Company has established the “Procedures to Evaluate the Performance of the Board of Directors and Functional Committee” in 2019 and the procedures are modified in December 2020 to contract external professional independent institutions or external professional scholars for assessment at least once every three years.
  • At the end of each fiscal year, the Company would evaluate performance of the board and the committee for the year based on evaluation indicators. The evaluation is completed before the end of the first quarter of the following year to ensure the operation of the Board of Directors is in compliance with relevant law and regulations.
  • Evaluation Cycle Evaluation Period Evaluation Scope Method of Evaluation Evaluation Contents
    Once a year January 1–
    December 31,
    2019
    • Board of Directors
    • Individual board members
    • Functional committees
    • Self-assessment of the Board
    • Self-assessment of the Board members
    • Self-assessment of the Audit Committee
    • Self-assessment of the Remuneration
      Committee
    (Note)
  • Note: The evaluation contents are conducted in accordance with Article 7 of the “Evaluation indicators and scoring criteria” of the “Procedures to Evaluate the Performance of the Board of Directors and Functional Committee.”
    • The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the Board of Directors and functional committee, which should cover, at a minimum, the following five aspects:
    • 1. Participation in the operation of the Company
    • 2. Improvement of the quality of the Board of Directors and functional committee decision making
    • 3. Composition and structure of the Board of Directors and functional committee
    • 4. Election and continuing education of the Directors and functional committee
    • 5. Internal control
    • The criteria for evaluating the performance of the board members, should cover, at a minimum, the following six aspects:
    • 1. Alignment of the goals and missions of the Company
    • 2. Awareness of the duties
    • 3. Participation in the operation of the Company
    • 4. Management of internal relationship and communication
    • 5. The Director's professionalism and continuing education
    • 6. Internal control
    • The indicators of Board and committee performance evaluation shall be determined based on the operation and needs of the Company and suitable and appropriate for evaluations by the Company, subject to regular reviews and constructive comments of the Remuneration Committee.
    • Scoring criteria may be modified and adjusted based on the Company's needs. The weighted scoring method may be adopted based on the aspects of evaluation.
  • Evaluation of BoD competency and execution in the present and previous years:
  • The Company has established of the “Rules and Procedure for the Board of Directors Meeting”, thus implementation and operation of Board meetings all comply with the rules, related laws and regulations. In addition, resolutions of material matters are disclosed on the Market Observation Post System (MOPS) and the corporate website. The chief internal auditor also sits in Board meetings to report the status of internal control implementation and audit reports are also provided as reference.
  • As one of the two major units of Quanta’s governance framework, the Company’s Board consists of five to nine Directors in accordance with the Articles of Incorporation. The Company adopts candidate’s nomination system, where shareholders elect among the nominees listed in the roster of candidates. The total number of shares (stake) held by all Directors is subject to regulations of the securities supervisory authorities. The current Board consists of seven Directors, including three independent Directors. An Audit Committee is also established with three independent Directors as the ex officio members to exercise the powers of supervisors.
  • In addition, the Remuneration Committee is formed by two independent Directors and one senior executive officer to assess and review overall salary and compensation policy of the Company. The Committee periodically reviews the compensation policy, system, standards, and structure for Directors and management team.