Board of Directors
Job Title |
Name |
Date of Initial Selection |
Work Experience (Educational Background) |
Positions Concurrently Held with MACHVISION and Other Companies |
Chairman |
Wang, Guang-Shiah |
1998/05/26 |
Ph.D. of Industrial Engineering, Pennsylvania State University Professor of Industrial Management Department, Chung Hua University |
Chief Technology Officer, MACHVISION Director, MACHVISION (Dongguan) Inspection Equipment Co., Ltd. Chairman (legal representative), Autovision Technology Inc. Chairman (legal representative), Sigold Optics, Inc. |
Director |
Chuang, Yung-Shun |
2005/12/07 |
Chairman, AAEON Technology Inc. National Taiwan University EMBA Bachelor of Electronic and Computer Engineering, National Taiwan University of Science and Technology |
Chairman (legal representative), AAEON Technology Inc. Chairman (legal representative), Yanyou Investment Co., Ltd. Chairman (legal representative), Onyx Healthcare Inc. Chairman (legal representative), AAEON Technology Inc. (Suzhou) Director, AAEON DEVELOPMENT INCORPORATED Director, AAEON TECHNOLOGY CO., LTD. Director, AAEON TECHNOLOGY (Europe) B.V. Director, AAEON TECHNOLOGY GMBH Director, Atech OEM Inc. Director (legal representative), Baida Wireless Co., Ltd. Director (legal representative), Qiye Electron (Dongguan) Co., Ltd. Director (legal representative), Danyang Qiye Technology Co., Ltd. Chairman, AAEON Foundation Director, Litemax Chairman, Yanxin Investment, Co., Ltd. Independent Director, Top Union Electronics Corp. Independent Director, EverFocus Co., Ltd. Director, King Core Supervisor, Allied Biotech Corporation Director, Sunengine Co., Ltd. Director, ONYX Healthcare USA, Inc. Director, ONYX Healthcare Europe B.V Director (legal representative), XAC Automation Corporation Supervisor (legal representative), Swissray Global. Healthcare Holding Ltd. Director (legal representative), CHC Healthcare Group Director (legal representative), AMPAK Technology Inc. Director (legal representative), Top Union Electronics (Shanghai) Corp. Director (legal representative), Union Electronics (Suzhou) Corp. Director, AAEON Electronics Inc. Director (legal representative), Allied Oriental International Ltd. Chairman, Onyx Healthcare Inc. (Shanghai) Director, the BEST portals Director, Litemax Technology, Inc. Director, Mcfees Group Inc. Chairman of Tai Ke Da Innovation Co., Ltd. Chairman of Fu Li Investment Co., Ltd. Director (Legal Representative) of Asensetek Incorporation Director (Legal Representative) of Chang Yang Technology Co., Ltd. Director (Legal Representative) of Bei Ke Zhi Xing Venture Capital Co., Ltd. Director (Legal Representative) of Kooidea Director (Legal Representative) of Feng Xing Venture Capital Co., Ltd. Director (Legal Representative) of iHELPER Inc. |
Director |
Yu, Ming-Chang |
2008/08/07 |
Master of Electrical Engineering, National Tsing Hua University Vice President, Stark Technology Inc. |
Supervisor, Stark Technology Inc. Director (legal representative), ASPEED Technology Inc. Supervisor, Atech Technology Co., Ltd. Director (legal representative), Aotuvision Technology Co., Ltd.
Director (legal representative),ChipAI Co., LTD. |
Director |
Chang, Yung-Yang |
2007/5/25 |
Ph.D. of Technology Management, Chung Hua University |
Associate Professor, Kainan University Director, Changhung Consultant Co., Ltd. Consultant, Changciao CPAs Supervisor, Juic International Corporation Supervisor,RedPay Co., LTD. |
Director |
Yan, Wei-Chyun |
2010/6/8 |
MBA, City University of New York |
Chairman & President, Atech OEM Inc. Supervisor, CipherLab Co., Ltd. Director, AAEON Foundation Director (legal representative), AAEON Technology Inc. (Suzhou) Director, AAEON TECHNOLOGY SINGAPORE PTE. LTD Director, AAEON TECHNOLOGY (Europe) B.V. Supervisor (legal representative), AAEON Technology Inc. Chairman (legal representative), Qiye Electron (Dongguan) Co., Ltd. Chairman (legal representative), Danyang Qiye Technology Co., Ltd. Independent Director, Mutto Optronics Corporation Chairman (legal representative), Yayuan Technology Co., Ltd. Chairman (legal representative), Baida Wireless Co., Ltd. Director (legal representative), ATECH Technology(SAMOA) Ltd. Director (legal representative), Growing Profits Group Limited Director (legal representative), Outstanding Electronics Manufacturer Group Co., Ltd. Supervisor, Autovision Technology Inc. Independent Director, AVY Precision Technology Inc. Director (legal representative),Sigold Optics, Inc. Director (legal representative),RedPay Co., LTD. Director (legal representative), MIM TECH. INC. |
Director |
Chen,Fu-Sheng |
2019/5/29 |
Graduate School of Department of Industrial Engineering and Engineering Management, National Tsing Hua University Chairman Special Assistant and Operation Vice General Manager of Subsidiary of Wafer Works Corporation |
General Manager of MACHVISION General Manager of Sigold Optics Co., Ltd. Chairman,Machvision Korea Co.,Ltd. Chairman and Director(legal representative),ChipAI Co., LTD. Chairman and Director(legal representative),RedPay Co., LTD. Chairman and Director(legal representative), MIM TECH. INC. |
Independent |
Lee, Tsu-Der |
2016/5/27 |
D.D.S., School of Dentistry, Taipei Medical University President, Taipei Medical University Chairman of the Board of Directors, Beijing Meida Starbucks Co.,Ltd. General Manager, H&Q Asia Pacific (China) General Manager, Hong Kong China Securities Funds Management Company Chairman of the Board of Directors, Shandong Kexing Bioproducts Co., Ltd. Consultancy Member, Consultancy Committee for Industry-Academy Cooperation Promotion, MoST, Executive Yuan Chairman of the Board of Director, Shanghai Taivex Healthcare Management Co., Ltd. |
Director, Swissray Global Healthcare Holding Ltd. Director, Onyx Healthcare Inc. Independent Director, CGPC Corporation Director, Taipei Medical University |
Independent |
Yen, Tsung-Ming |
2016/5/26 |
Master of Economics, Soochow University Director-General, Hsinchu Science Park Bureau and Director, Hsinchu Biomedical Science Park Office Chair Professor, Department of Business Administration, Chung Hua University Adjunct Associate Professor, Graduate Institute of Management of Technology, National Chiao Tung University Executive Director, Asian Science Park Association(ASPA) Director, International Association of Science Parks (IASP) Head of Business Division andInvestment and Division Deputy Director-General, Hsinchu Science Park Bureau Consultant, Chinese Professional Management Association of Hsinchu |
Director, Mega Bills Vice Chairman, Wholetech System Hitech Limited Supervisor, Ablerex Electronics, Co., Ltd. Director, TagfansInc. Visiting Professor, Department of Business Administration, Hsuan Chuang University |
Independent |
Du, Ming-Han |
2018/12/14 |
Master of Management Sciences, Tamkang University Bachelor of Statistics, Tamkang University Software Engineer of Mitac Computer Co., Ltd. Business Engineer and Associate Business Manager of Hua Guang Computer Co., Ltd. Senior Marketing Manager of HP Development Company, L.P. Marketing Director of TECO Corporation Associate Manager of Marketing Department & Vice President of Research and Development Department & Senior Vice President of Microsoft Taiwan President of World Vision Taiwan Convener of World Vision Asia |
Convener of World Vision Asia |
Date | Shareholders’ Meeting/ Board Meeting |
Resolutions |
---|---|---|
2019.10.30 |
Board Meeting |
1.Submitted the Q319 financial statements. 2.Submitted the 2019 independent accountant’s review report. 3.Submitted the report on the implementation of the corporate social responsibility policy or system. 4.Submitted the report on the implementation of corporate governance. 5.Adopted the renewal/signing of the short-term loan agreement with the bank for the flexible use of funds and the good relationship with the bank. |
2019.05.29 |
Board Meeting |
1.Ex-Dividend Date for 2018 cash dividend distributions. 2.Proposal for discussion on lifting coopetition in corporate managers. President Fu-Sheng Chen was requested to leave the meeting to avoid interest of conflict. |
2019.04.17 |
Board Meeting |
1.Proposal of MACHVISION 2019 Q1 Financial Report. 2.Adopted the proposal for review of director eligibility. 3.Adopted the proposal for amending some clauses prescribed in "Procedures for Loaning Corporate Funds to Other Parties". 4.Adopted the proposal for amending some clauses prescribed in "Procedures for Endorsement Guarantee". 5.Adopted the proposal for amending "Standard Operating Procedures for Processing Director Requirement" of MACHVISION. 6.Adopted the proposal for amending “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” of MACHVISION. 7.Adopted the proposal for matters related to calling MACHVISION 2019 Shareholders Meeting. |
2019.02.13 |
Board Meeting |
1.The Proposal for Compensation for Directors and Supervisors (including Independent Directors) and Employee Salaries of 2018 was adopted. 2.The Proposal for Financial Report of 2018 was adopted. 3.The Proposal for Business Report of 2018 was adopted. 4.The Proposal for Distribution of 2018 Profits of the Company was adopted. 5.The Proposal for Establishment of Korean Branch was adopted. 6.The Proposal for “2018 Internal Control System Statement” was adopted. 7.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted. 8.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted. 9.The Proposal for the By-election of One Seat of the Board of Director was adopted. 10.The Proposal for Releasing Newly-elected Directors from Non-compete Clause was adopted. 11.The Proposal for the Convening of 2019 Shareholders Meeting was adopted. |
2019.01.30 |
Board Meeting |
1.The Proposal for the Distribution of Year-end Bonus for Managers of 2018 was adopted. |
2019.12.24 |
Board Meeting |
1. Proposed the 2018 Attesting CPA Audit Report of MACHVISION Inc. 2. Proposed the implementation report of corporate social responsibility policy or system. 3. Proposed report on corporate and operation status 4. Proposed Board of Directors performance appraisal results. 5. Adopted the appointment of MACHVISION salary and remuneration committee members. 6. Adopted the MACHVISION 2019 business plan. 7. Adopted internal control statement of CPA project audit dated between October 1, 2017 and September 30, 2018. 8. Adopted MACHVISION periodic assessment of 2019 Attesting CPA Independence and competence. 9. Adopted the proposition of 2019 MACHVISION accountant appointment. 10. Adopted MACHVISION 2019 audit plan. 11. Adopted the proposition for renewing “Liability Insurance for Directors, Supervisors and Manager” from Tokio Marine Newa Insurance Company Ltd. |
2018.12.14 |
Board Meeting |
1.The Proposal for the Re-election of the Company’s Chairman of the Board of Directors was adopted. |
2018.11.15 |
Board Meeting |
1.The Proposal for the Nomination Period of Independent Directors Scheduled to be from Oct. 30, 2018 to Nov. 8, 2018 proposed by the 2018 Special Shareholders Meeting was adopted. 2.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted. 3.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted. 4.The Proposal for “Internal Control System Statement” was adopted. |
2018.10.29 |
Board Meeting |
1.The Proposal for Renewal of Contacts of Short-term Financing with Banks with Aims to Enhance Relationships with Banks and Flexible Usage of Company Funds was adopted. 2.The Proposal for Personnel Changes of Internal Auditing Directors was adopted. 3.The Proposal for Cash Offering to Issue New Shares proposed by the Meeting of the Board of Directors of Jul. 24, 2018 was adopted and attempted to cancel the non-executive regulations. 4.The Proposal for Listing Change of the Company was adopted. 5.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted. 6.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted. 7.The Proposal for amendment of Partial Articles and the Title of the Company’s “Regulations Governing Elections Procedures of Directors and Supervisors” was adopted. 8.The Proposal for amendment of Partial Articles of the Company’s “Regulations Governing Procedures of Management of Loans to Others” was adopted. 9.The Proposal for amendment of Partial Articles of the Company’s “Management of Endorsement and Guarantees” was adopted. 10.The Proposal for amendment of Partial Articles of the Company’s “Management of Operation of Board Meeting” was adopted. 11.The Proposal for amendment of Partial Articles of the Company’s “Codes of Ethical Conduct” was adopted. 12.The Proposal for amendment of Partial Articles of the Company’s “Corporate Social Responsibility Best Practice Principles” was adopted. 13.The Proposal for amendment of Partial Articles of the Company’s “Ethical Corporate Management Best Practice Principles” was adopted. 14.The Proposal for amendment of Partial Articles of the Company’s “Corporate Governance Best Practice Principles” was adopted. 15.The Proposal for amendment of Partial Articles of the Company’s “Audit Committee Charter” was adopted. 16.The Proposal for Overall Re-election of Directors and Independent Directors or Additional Election of Two Seats of Directors was adopted. 17.The Proposal for Releasing Newly-elected Directors from Non-compete Clause was adopted. 18.The Proposal of Relevant Issues of Nomination of Candidates of (Independent) Directors by Shareholders at the First Special Shareholders Meeting of 2018 was adopted. 19.The Proposal for Convening the First Special Shareholders Meeting of 2018 was adopted. |
2018.08.10 |
Board Meeting |
1.The Proposal for purchasing New Industrial Estate to Satisfy Growing Demand of Operation Revenue was adopted. |
2018.07.24 |
Board Meeting |
1.The Proposal for Increase of the Company’s Fund Investment to the Mainland China Region was adopted. 2.The Proposal for Cash Offering to Issue New Shares in 2018 was adopted. 3.The Proposal for Procedures for Handling Material inside Information of the Company was adopted. 4.The Proposal for Amendment of the Company’s “Remuneration Committee Charter” was adopted. 5.The Proposal for Compensation for Directors (including Independent Directors) and Supervisors of 2017 was adopted. 6.The Proposal for 2017 Distribution of Managers Compensation and Employee Salaries was adopted. 7.The Proposal for 2018 Annual Adjustment of Managers Compensation was adopted. |
2018.05.29 |
Board Meeting |
1.The Proposal for 2017 Ex-dividend Date of Distribution of Cash Dividend was adopted. |
2018.04.24 |
Board Meeting |
1.The Proposal for Regulations for Allowance of Car Renting Granted to Senior Directors was adopted. |
2018.01.24 |
Board Meeting |
1. Adopted the proposal for the 2017 remuneration of employees, directors, and supervisors (including independent directors). 2.Adopted the proposal for the distribution of 2017 year-end bonuses of managerial officers. 3. Adopted the proposal for the pension plan of the Company’s chairman and executives. 4. Adopted the proposal for the 2017 internal control system declaration. 5.Adopted the proposal for 2017 financial statements. 6.Adopted the proposal for the 2017 business report. 7.Adopted the proposal for the 2017 distribution of earnings. 8.Adopted the proposal for the amendments to the Company’s articles of incorporation. 9.Adopted the proposal for the short-term loan commitments with banks. 10.Adopted the proposal for the convention of the 2018 annual shareholders’ meeting. |
2017.12.28 |
Board Meeting |
1. Proposed the 2017 CPA assessment. 2. Proposed theimplementation of the corporate social responsibility policies or systems. 3. Proposed theoperation of corporate governance. 4. Adopted the proposal for the 2018 business plan. 5.Adopted the proposal for the 2018 audit plan. 6.Adopted the proposal for the purchase of liability insurance for directors and supervisors with Tokio Marine Newa Insurance. 7. Adopted theproposal for the cooperation with Company C. |
2017.11.02 |
Board Meeting |
1. Proposed the Q317 financial statements. 2.Adopted the proposal for the creation/renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks. 3.Adopted the proposal for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings. 4.Adopted the proposal for the amendments to the Company’s Regulations Governing Appointment of Independent Directors and Compliance Matters. 5. Adopted the proposal for the regulations governing the payment for the pension of the business owner and appointed managerial officers. |
2017.07.28 |
Board Meeting |
1.Proposed the Q217 financial statements. 2.Proposed the Regulations Governing the Performance evalsuation of the Board of Directors for discussion. 3.Proposed the 2016 remuneration of directors and supervisors (including independent directors) for discussion (by the Remuneration Committee). 4.Proposed the distribution of 2016 remuneration of managerial officers and employees for discussion (by the Remuneration Committee) 5.Proposed the adjustment in the 2017 remuneration of managerial officers for discussion(by the Remuneration Committee) |
2017.05.26 |
Board Meeting |
1. Adopted the proposal for the appointment of the Company’s Remuneration Committee members. 2.Adopted the ex-dividend date of 2016 cash dividend distribution. 3. Adopted the proposal for the change in the Company’s financial officer. |
2017.04.26 |
Board Meeting |
1. Proposed the Q117 financial statements. |
2017.04.13 |
Board Meeting |
1.Adopted the proposal for the qualification review of independent directors. 2.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets. 3. Adopted the proposal for the waiver of the right to subscribe for shares ofSigold Optics Inc.for the capital increase by cash. 4. Adopted the proposal for the convention of the 2017 annual shareholders’ meeting. |
2017.01.26 |
Board Meeting |
1. Adopted the proposal for the 2016 remuneration of employees, directors, and supervisors (including independent directors). 2. Adopted the proposal for the 2016 internal control system declaration. 3.Adopted the proposal for 2016 financial statements. 4. Adopted the proposal for the 2016business report. 5.Adopted the proposal for the 2016 distribution of earnings. 6.Adopted the proposal for the signing of the short-term loan commitments/pre-settlement risk (PSR) commitments (hedging) contracts with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks. 7.Adopted the proposal for the amendments to the Company’s Corporate Governance Best Practice Principles. 8.Adopted the proposal for the amendments to the Company’s Corporate Social Responsibility Best Practice Principles. 9. Adopted the proposal for the addition of independent directors. 10.Adopted the proposal for the release of the Company’s directors from non-competition restrictions. 11. Adopted the proposal for the establishment of a subsidiary in Vietnam. 12. Adopted the proposal for the convention of the 2017 annual shareholders’ meeting. |
2016.12.27 |
Board Meeting |
1. Proposed the 2016 CPA assessment. 2.Proposed the implementation of the corporate social responsibility policies or systems. 3.Proposed the operation of corporate governance. 4.Proposed the key audits. 5. Adopted the proposal for the 2017 business plan. 6.Adopted the proposal for the 2017 audit plan. 7.Adopted the proposal for the purchase of liability insurance for directors and supervisors with Tokio Marine Newa Insurance. 8.Adopted the proposal for the distribution of 2016 year-end bonuses of managerial officers. 9.Adopted the proposal for theadjustment in the allowances of managerial officers and the addition of technical allowances in response to the Company’s operational requirements. |
2016.11.11 |
Board Meeting |
1. Proposed the Q316 financial statements. 2. Adopted the proposal for the change in the internal audit proxy. 3.Adopted the proposal for the renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks. |
2016.07.29 |
Board Meeting |
1. Proposed the Q216 financial statements. 2.Adopted the proposal for the 2015 remuneration of employees, directors, and supervisors (including independent directors). 3. Adopted the proposal for the distribution of 2015 remuneration ofmanagerial officers and employees. 4.Adopted the proposal for the adjustment in the 2016 remuneration of managerial officers. 5. Adopted the proposal for the renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks. 6.Adopted the proposal for the revision of the distribution weight of employees’ remuneration. |
2016.06.07 |
Board Meeting |
1.Adopted the proposal for the reelection of the Company’s chairman. |
2016.04.29 |
Board Meeting |
1.Proposed the Q116 financial statements. |
2016.04.15 |
Board Meeting |
1.Adopted the proposal for the qualification review of independent directors. |
2016.02.19 |
Board Meeting |
1.Proposed the implementation of the corporate social responsibility policies or systems. |
2015.12.25 |
Board Meeting |
1.Proposed the 2015 CPA assessment. |
2015.10.29 |
Board Meeting |
1.Proposed the Q315 financial statements. |
2015.07.30 |
Board Meeting |
1.Proposed the Q215 financial statements. |
2015.05.28 |
Board Meeting |
1.Adopted the ex-dividend date of 2014 cash dividend distribution. |
2015.04.28 |
Board Meeting |
1.Proposed the Q115 financial statements. |
2015.02.26 |
Board Meeting |
1.Adopted the 2014 financial statements. |
103.12.23 |
Board Meeting |
1.Proposed the 2014 CPA assessment. |
2014.11.11 |
Board Meeting |
1.Proposed the Q314 financial statements. |
2014.07.30 |
Board Meeting |
1.Proposed the Q214 financial statements. |
2014.05.29. |
Board Meeting |
1.Adopted the ex-dividend date of 2013 cash dividend distribution. |
2014.04.29. |
Board Meeting |
Proposed Q114 financial statements. |
2014.03.11. |
Board Meeting |
1.Adopted 2013 financial statements. |
2013.12.27. |
Board Meeting |
1.Adopted the proposal for the 2014 business plan. |
2013.10.29. |
Board Meeting |
Proposed the Q313 financial statements. |
2013.09.10. |
Board Meeting |
1.Formulated the record date of the 2013 capital increase by cash and the subscription price. |
2013.08.20. |
Board Meeting |
1.Adopted the proposal for the 2013 issuance of shares using the capital increase by cash. |
2013.07.24. |
Board Meeting |
1.Adopted the proposal for the distribution of the 2012 remuneration of directors and supervisors (including independent directors). |
2013.06.24. |
Board Meeting |
1.Adopted the proposal for the election of Director Wang, Guang-Shiah as the chairman of the board. |
2013.04.23. |
Board Meeting |
1.Adopted the proposal for the qualification review of independent directors. |
2013.03.07. |
Board Meeting |
1.Adopted the proposal for the 2012 business report. |
2013.01.24. |
Board Meeting |
1.Adopted the proposal for 2012 financial statements. |
2012.12.26. |
Board Meeting |
1.Adopted the proposal for the 2013 business plan. |
2012.08.21. |
Board Meeting |
1.Adopted the proposal for the Q112+Q212 financial statements. |
2012.06.13. |
Board Meeting |
1.Adopted the record date for 2011 earnings transferred to capital and the ex-dividend date of 2011 cash dividend distribution. |
2012.06.13. |
Shareholders’ Meeting |
1.Adopted the proposal for the 2011 business report and financial statements. |
2012.04.10. |
Board Meeting |
1.Adopted the proposal for the remuneration and performance evalsuation policy, system, standards, and structure of the Company’s managerial officers. |
2012.03.09. |
Board Meeting |
1.Adopted the proposal for the 2011 business report and financial statements. |
2011.12.30. |
Board Meeting |
1.Adopted the proposal for the settlement of the lawsuit against YAYATECH Co. Ltd. regarding patent infringement. |
2011.12.06. |
Board Meeting |
1.Adopted the proposal for the 2012 business plan. |
2011.08.09. |
Board Meeting |
1.Adopted the Q111+Q211 financial statements. |
2011.06.16. |
Board Meeting |
1.Adopted the record date for 2010 earnings transferred to capital and the ex-dividend date of 2010 cash dividend distribution. |
2011.06.16. |
Shareholders’ Meeting |
1.Adopted the proposal for the 2010 business plan and financial statements. |
2011.03.23. |
Board Meeting |
1.Adopted the proposal for the 2010 business plan and financial statements. |
MACHVISION Inc Co., LTD Regulations Governing Appointment of Independent Directors and Compliance Matters |
|
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Article 1: | To establish the Company’s sound corporate governance and an independent director system and to empower the Company’s independent directors with manpower and physical support related to the exercise of their power, these Regulations Governing Appointment of Independent Directors and Compliance Matters (these Regulations) are established in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and Paragraph 1, Article 26 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Unless otherwise stipulated by laws, the duties of the Company’s independent directors shall be in accordance with these Regulations. |
Article 2: | An independent director of the Company shall meet one of the following professional qualification requirements, together with at least five-year work experience: 1. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college, or university. 2. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company. 3. Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company. The business needs of the Company mentioned above shall refer to the Company’s industrial needs, vision, and the Board of Directors’ portfolio. |
Article 3: | During the two years before being elected or during the term of office, an independent director of the Company may not have been or be any of the following: 1. An employee of the Company or any of its affiliates. A director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50 percent of the voting shares. 3. 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 one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings. 4. A spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs. 5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings. 6. A director, supervisor, officer, 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. 7. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. The requirement of the preceding paragraph in relation to "during the two years before being elected" does not apply where an independent director of the Company has served as an independent director of the Company or any of its affiliates, or of a specified company or institution that has a financial or business relationship with the Company, as stated in subparagraph 2 or 6 of the preceding paragraph, but is currently no longer in that position. The term "specified company or institution" as used in paragraph 1, subparagraph 6, means a company or institution that has one of the following relationships with the Company: 1. It holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company. 2. It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued shares of the Company, and there is a record of financial or business transactions between it and the Company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the person or by the person under others' names. 3. It, together with any of its affiliates, serves as a source of 30 percent or more of the operating revenue of the Company. 4. It, together with any of its affiliates, serves as a source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the Company. |
Article 4: | The following matters shall be submitted to the board of directors for resolution. When an independent director objects to or expresses reservations about any of the matters, it shall be recorded in the board meeting minutes. If an independent director intends to express an objection or reservations is but unable to attend the board meeting in person, then unless there is a legitimate reason to do otherwise, the independent director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes: 1. The Company’s business plan. 2. Annual and semi-annual financial reports, except for semi-annual financial reports that are exempted from CPAs’ certification under applicable laws and regulations. 3. Review of the adoption of or amendments to the internal control system of the Company. 4. Review of the adoption of or amendments to the procedures for handling material financial or business activities, such as acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others 5. Matters in which a director or a supervisor is an interested party. 6. Asset transactions or derivatives trading of a material nature. 7. Loans of funds, endorsements, or provision of guarantees of a material nature. 8. The offering, issuance, or private placement of equity-type securities. 9. The hiring or dismissal of a certified public accountant and their compensation. 10. The appointment or discharge of a financial, accounting, or internal audit officer. 11. Other matters required by law, regulation, or the articles of incorporation to be approved by resolution at a shareholders meeting or a board meeting, or any matter of a material nature as prescribed by the competent authority. |
Article 5: | The Company may take out liability insurance for its independent directors. |
Article 6: | The Company shall set the remuneration of the independent directors in its articles of incorporation or by a resolution of a shareholders meeting, and may consider providing a reasonable level of remuneration different from that of ordinary directors and supervisors. The Company may also, in accordance with procedures prescribed by law, consider providing remuneration for independent directors in the form of a fixed monthly salary, rather than as distributions from the earnings of the Company. |
Article 7: | All independent directors of the Company shall pursue continuing education, including attending the relevant training courses as required. |
Article 8: | Neither the Company nor other board members may obstruct, refuse, or evade the actions of independent directors in the performance of their duties. As they deem necessary to performing those duties, independent directors may request the board to appoint relevant personnel or to hire professionals for assistance. Any expenses necessary to the hiring of professionals or the exercise of powers by the independent directors under the preceding paragraph shall be borne by the Company. |
Article 9: | No independent director of the Company may concurrently serve as an independent director of more than three other public companies. |
Article 10: | These Regulations and any amendments hereto, shall be implemented after adoption by the board of directors. |
Job Title | Name | Work Experience (Educational Background) | Positions Concurrently Held with MACHVISION and Other Companies |
---|---|---|---|
Independent Director |
Yen, Tsung-Ming |
Master of Economics, Soochow University |
Director, Mega Bills |
Independent Director |
Lee, Tsu-Der |
Bachelor of Dentistry, Taipei Medial University |
Member, University-Industry Advisory Committee, Ministry of Science and Technology |
Independent Director |
Du, Ming-Han |
Master of Management Sciences, Tamkang University |
Convener of World Vision Asia |
MACHVISION formulated the Regulations Governing the Board of Directors’ Performance evalsuation to establish an objective mechanism to evalsuate the performance of the Board of Directors and to enhance the board functions. At the end of every year, the Board of Directors carries out the Board of Directors’ performance evalsuation and reviews and makes improvement based on the result of the evalsuation.
Result of the Board of Directors’ performance evalsuation:
In 2015, the overall result of the Board of Directors’ performance evalsuation is A.
In 2016, the overall result of the Board of Directors’ performance evalsuation is A.
In 2017, the overall result of the Board of Directors’ performance evalsuation is A.
In 2018, the overall result of the Board of Directors’ performance evalsuation is A.
In 2019, the overall result of the Board of Directors’ performance evalsuation is A.
Diversification Name |
Gender | Management | Leadership | Industry Knowledge | Finance & Accounting | Law | Medicine |
Wang, Guang-Shiah | Male | V | V | V | |||
Chuang, Yung-Shun | Male | V | V | V | |||
Yu, Ming-Chang | Male | V | V | V | |||
Chang, Yung-Yang | Male | V | V | V | V | ||
Lee, Tsu-Der | Male | V | V | V | |||
Yen, Tsung-Ming | Male | V | V | V | V | V | |
Du, Ming-Han | Male | V | V | V | |||
Yan, Wei-Chyun | Male | V | V | V | V |
Constitution of Board Members
Business Management | Leadership Strategy | Industry Know-how | Finance & Accounting | Law | Medical Leadership |
9/9 seats | 8/9 seats | 8/9 seats | 3/9 seats | 2/9 seats | 1/9 seats |
Employees/Directors | Employees/Independent Directors | Female Directors |
2/9 seats | 0/9 seats | 0/9 seats |
Age of Directors
Age Range | Under 40 | 41-50 | 51-60 | 61-70 | Over 70 |
Percentage | 0 seats | 1 seats | 2 seats | 5 seats | 1 seats |