Composition

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Composition of The 15th Term for 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 National Tsing Hua University, Taipei
      Medical University, National Chiao Tung University, City University of Hong Kong, The Hong Kong
      Polytechnic University, and Asia
      University.
    • President of Kinpo Electronics
    • Chairman of:
      QVC, QCTI, Quanta Cloud Technology Inc., AIC,
      QCA, QCH, CIANYU Investment Ltd., Quanta
      Culture & Education Foundation, Quanta Arts
      Foundation, and Quanta AI Medical Foundation.
    • Managing Director at SINOCON
    • Director of:
      QIL, QAL, QMI, QCTC, QSI-USA, and Lung Yingtai Cultural Foundation.
    • Member of the council of 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 of :
      QMIT, QMI, QMN, QSN, QCN, QCHN, QADC,
      QCJK, and QSI-USA
    • Director of:
      Quanta Cloud Technology Inc., RTK, AIC, QCA,
      QCJ, QCG, QCTG, QMB, QCTS, QDL, QIT, Q_Bus, Tech Chain, QDL(HK), TCLHK, and QSDC
    • Director & President of 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 of:
      TFC, TCC, TWW, TLC, TGC, TTC, TNC, TFQ, TWQ, ZYES, YDCQ, TCQ, QSS, QCTBJ, and DSY
    • Director of QSI, QMB and QMH
    Director Elton Yang
    • MBA at National Chengchi
      University
    • Bachelor of International Business at the National Taiwan University
    • CFO at Quanta Display Inc.
    • VP at Citibank
    • CFO & SVP of Quanta Computer Inc.
    • Director & President of:
      TFC, TCC, TWW, TLC, TGC, TTC, TNC, ZYES,
      TFQ, TWQ, YDCQ, TCQ, and QCTBJ
    • Director of:
      QSI, RTK, QMB, QCE, DGDT, KSH, SJDT, DSY,
      CDIB Capital Innovation Accelerator Co., Ltd., and
      Quanta Culture & Education Foundation.
    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
    • Chairman of Yong Yi International Group Co., Ltd. (KY2939)
    • Independent Director, Member and Chair of the Audit Committee and Remuneration Committee at Roo
      Hsing Co., Ltd. (4414.TW)
    • Independent Director, Member of
      the Audit Committee and
      Remuneration Committee at
      Chuwa Wool Industry Co., Ltd.
      (1439.TW) and Kee Song
      Bio-Technology Holdings Limited (KY1258)
    • Vice President of TCB Bank
      Securities Corp.
    • Senior Vice President at Capital
      Securities Corp.
    • Assistant Manager listing
      department at the Taiwan Stock
      Exchange Corp.
    • Member and Chair of the Audit Committee &
      Remuneration Committee at Quanta Computer Inc.
    Independent
    Director
    Wan Wan Lin
    • Master Degree in Accounting,
      University of Illinois at
      Urbana-Champaign
    • Bachelor Degree in Accounting and EMBA, National Taiwan University
    • Chairman of KPMG Sustainability Foundation
    • CEO of KPMG in Taiwan
    • Consultant of Financial Accounting Issues Task Force in R.O.C.
      Accounting Research and
      Development Foundation
    • Member of Accounting Standards Committee in R.O.C. Accounting
      Research and Development
      Foundation
    • Adjunct Professor Rank Specialist of National Taiwan University
    • Partner of KPMG in Taiwan
    • Director of KPMG Sustainability Foundation
    • Director of Feng Tay Group
    • Independent Director of uPI-Semiconductor Corp. & Pegatron Corp.
    Independent
    Director
    Chi Chih Lu
    • Fudan University, EMBA
    • Bachelor Degree in Accounting at National Chengchi University
    • Independent Director and member of the Audit Committee &
      Remuneration Committee at QCI
    • Chairman & President of Visco
      Vision, Inc.
    • Stock Exchange Listing
      Department at Taiwan Stock
      Exchange
    • Senior Professional & Technical
      Examination for CPA
    • None
  • Term for the 15th Board of Directors is from June 13, 2025 to June 12, 2028

Major Shareholders of Institutional Shareholders:

  • NA, all directors of the Company are natural persons.

Professional Qualifications and Independence Analysis of Directors and Members of the Audit Committee:

  • The current board consists of seven Directors, including three independent directors accounting for 42.86%. Election for the Board of Directors took place in June of 2025, the number of directors is in compliance with article 26-3 of the Securities and Exchange Act and no matters stated in subparagraph 3 and 4 of article 26-3 apply to the board members. None of the directors and their spouses are within the second degree with kinship.
  • Professional qualifications and independence analysis of directors are shown as follows:
  • Name/Criteria Professional Qualification and Expertise Independence Criteria Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
    Barry Lam
    • Please refer to “Major experiences and con-current job posts of Directors” listed above.
    • None of the directors have matters
      stated in Article 30 of the Company Act (note 1)
    • No matters stated in subparagraph 3 of article 26-3 apply to the Company’s
      directors or independent directors
      (note 2)
  • NA
  • NA
  • C. C. Leung
    C. T. Huang
    Elton Yang
    Hung Ching Lee
    • All independent directors comply
      with the relevant regulations
      stipulated in Article 14-2 of the
      Securities and Exchange Act and
      the “Regulations Governing the
      Establishment of Independent
      Directors and Compliance Matters
      for Public Companies” issued by the FSC (Note 3)
    0
    Wan Wan Lin 2 (note 4)
    Chi Chih Lu 0
  • Note 1: Article 30 of the Company Act stipulates that a person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he or she has been appointed as such, that person shall be discharged:
    • (1) Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
    • (2) Having committed the offence in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
    • (3) Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
    • (4) Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
    • (5) Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; or
    • (6) Having no or only limited disposing capacity.
    • (7) Having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.
  • Note 2: Article 26-3 paragraph 3 stipulates that the following relationships may not exist among more than half of a company's directors, except with the approval of the Competent Authority:
    • (1) Spouse.
    • (2) Relative within the second degree of kinship.
  • Note 3: Directors that meet the following criteria during the two years prior to being elected or during the term of office:
    • (1) Not an employee of the company or its affiliates.
    • (2) Not a Director or supervisor of the company or any of its affiliates. Not applicable in case where the person is an independent director of the Company, its parent company, a subsidiary, or any subsidiary under the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.
    • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in shareholding.
    • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
    • (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds five percent (5%) or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a Director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Act. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
    • (6) Not a Director, supervisor, or employee of a corporate shareholder that the majority of the company's Director seats or voting shares are controlled by the same person. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
    • (7) Not a Director (or managing director), supervisor, or employee of another company or institution that the chairperson, general manager, or person holding an equivalent position of the company are the same person or are spouses. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
    • (8) Not a Director, supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.
    • (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
    • (10) Not been a person of any conditions defined in article 30 of the Act.
    • (11) Not having a marital relationship, or a relative within the second degree of kinship to any other member of the Board.
    • (12) Not a governmental, juridical person or its representative as defined in article 27 of the Act.
  • Note 4: Ms. Wan Wan Lin held con-current job posts as independent director at uPI-Semiconductor Corp. and Pegatron Corp.

Diversity of the Board of Directors:

  • To promote the sustainable development of the Company and to strengthen corporate governance and the functionality of the Board of Directors, the Company has established the “Corporate Governance Best Practice Principles” in 2015 to promote board diversity in the composition and structure of the board. Article 20 of the principle stipulated capabilities that the Board of Directors shall be equipped with and the Board of Directors shall be responsible to the shareholders meeting, as well as the execution and planning of the corporate governance system. The Board of Directors shall exercise their power in accordance with the laws and regulations, the Company’s Articles of Incorporation, or the resolution of the shareholders’ meetings.
  • 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” in order to continue to provide an effective, collaborative, diversified Board of Directors that meets the needs of the Company. The composition of the Board shall take into account appropriate diversity considerations, including basic composition (e.g., gender equality, age, nationality and cultural background), professional functions and experience, etc. Members of the Board shall have expertise in the Company's business planning and business operations in addition to their professional background and skills. In accordance with this, the Company has planned at least one seat of female director and at least two seats of directors with financial and accounting expertise, while we continue to carry out director succession plan and cultivate internal talents to be included in the director candidate database.
  • According to the Company's corporate operations, business nature and development needs, the selection of board members shall include but not limited to the following criteria:
    • • Basic requirements and values: integrity, responsibility, innovation and decision-making ability, consistent with the Company's core values, and have professional knowledge and skills that are conducive to the Company's operation and management.
    • • Professional knowledge and skills: business management, cross-nations operation, strategic planning, accounting and taxation, finance, law and risk control, science and technology, business and marketing, administrative management, manufacturing, and other related professional background and industrial experience.
  • Board members shall equip themselves with necessary knowledge, skill, and competence to perform their duties. To achieve the ideal goal of corporate governance, the board should be equipped with capabilities of operational judgment, accounting and financial analysis, business operation & management, crisis management, industry knowledge, an international market perspective, and leadership decision-making ability.
  • Aside from professional backgrounds and skills, directors should also possess expertise in the Company's business planning and core operations. Based on these qualifications, Quanta has planned for at least one female director and at least two director seats with expertise in finance and accounting. While we continuously implementing director succession plan to cultivate internal talents, include prospects into our director candidate database, and progressively enhance the diversity planning across directors' professional functions, gender, and other aspects.
  • The current board of directors was re-elected in June of 2025, composition of the board was elected based on the criteria outlined above and none of the newly elected board members has served for more than three consecutive terms. Composition of the board is in compliance with current regulation requirements on gender composition of the board. However, seeking suitable female director candidates within the technology industry is challenging, the Company will continue to seek appropriate individuals and establish internal and external talent pools for female directors and independent directors to ensure full compliance with regulations. Concurrently, we are working in line with the legislative amendments and timeline to proactively increase the nomination and election of female director seats in the next board re-election, thereby progressively enhancing diverse composition of the board in terms of professional functions, gender, and other relevant aspects.
  • Within the current Board of Directors, Chairman Mr. Barry Lam is well equipped with forward-looking ambition with unique vision and leadership capabilities. Mr. Lam is an outstanding leader with strength in both technology and management. Mr. C.C. Leung is equipped with technology background and overs corporate strategy, organization and operational management. Mr. C.T. Huang is specialized in supply chain management, factory operation and management. Mr. Elton Yang is specialized in business management, finance, and accounting. Mr. Yang is familiar with the operation of international financial market and has accumulated years of professional experience in banks and public listed companies. All four Directors have extensive industry-specific knowledge, experiences in management, view of global market, as well as crisis management capabilities.
  • All three independent directors possess expertise in finance and accounting, have rich practical experience, and are well-versed in financial, securities, and other related regulations : Mr. Hung Ching Lee is a licensed senior securities specialist and was an underwriting committee member of the Taiwan Securities Association, senior manager at the TWSE and securities firms with extensive knowledge in finance and securities related regulations. Ms. Wan Wan Lin is a former certified public accountant and chief executive officer of a prestigious accounting firm. Mr. Chi Chih Lu holds a CPA license and served as a senior manager at Taiwan Stock Exchange and various companies. All board members are capable of providing timely advice and insightful critiques on the Company's significant operational matters.

    Status of executing the diversify of the board is as follows:

  • The board is consist of seven members, including one female director, accounting for 14% of the board. Among the board members, 57% of the directors are not employees of the Company and the percentage of independent directors is 43%. The number of seats for independent directors is not less than 3, while the tenure of office is as follows: two is less than 3 years and one is between 6 and 9 years, with no director serve more than three consecutive terms. In terms of composition of ages, three directors are over age 70, one director is between age 61 and 70, and three are under age 60. None of the Directors are within the second degree of kinship.
  • The company's diversity policy management objectives and their achievements are outlined below:
  • Management Objectives Status of Achievement
    Over 1/3 of the board is consist of independent directors Achieved
    None of the newly elected independent director has served more than three consecutive terms Achieved
    No less than one seat of female director Achieved
    Performance evaluation on board members is conducted at least once every three years by an external and professional independent institute Achieved
    Position Name Basic Composition Professional Knowledge & Expertise
    Nationality Gender Employee of the Company Age (years) Term of office of Independent Director (years) Technology Industry Enterprise Management Finance And Accounting Risk Management Sustainable Development Financial Investment Research & Development in Technology
    Chairman Barry
    Lam
    Citizen of the Republic of China (R.O.C.) Male >70 -
    Vice
    Chairman
    C. C.
    Leung
    >70 -
    Director C. T.
    Huang
    >70 -
    Director Elton
    Yang
    61-70 -
    Independent
    Director
    Hung Ching
    Lee
    51-60 3~6
    Independent
    Director
    Wan Wan Lin Female 51-60 <3
    Independent
    Director
    Chi Chih Lu Male 51-60 <3

Operation of the Board of Director (BoD)

  • The BoD held six board meetings in FY2024, and the attendance of Directors is tabulated below:
  • Title Name Attendance in Person (B) Attendances Through Proxy Attendance Rate (%) [B/A] Remarks
    Chairman Barry Lam 5 1 83.3 -
    Vice Chairman C.C. Leung 5 1 83.3 -
    Director C.T. Huang 6 0 100.0 -
    Director Elton Yang 6 0 100.0 -
    Independent Director Hung Ching Lee 6 0 100.0 -
    Independent Director Dr. Pisin Chen 6 0 100.0 -
    Independent Director Su-Pi Shen 6 0 100.0 -

Election Procedures for Directors