Board of Directors

• Rules of election of directors
• Procedure of norms

Members of the Board of Directors

Name		Professional qualifications and experience
Chairman	MPI Investment Co., Ltd. Representative--Ko, Chang-Lin	EMBA, College of Management, National Chiao Tung University More than 5 years of work experience in commerce and experience necessary for company operation.. He is currently the chairman of the Company, and possesses skills in leadership, marketing, operations management and strategy planning relevant to the industry. He leads the Company to become a pioneer in the industry and towards sustainable operation.
Director	MPI Investment Co., Ltd. Representative--Steve Chen	Master, Department of Mechanical Engineering, National Taiwan University More than 5 years of work experience in commerce and experience necessary for company operation.. He is currently the consultant of the Company and an expert in the R&D and innovation of semiconductor industry providing professional experience to the Company’s R&D of products and application.
Director	MPI Investment Co., Ltd. Representative--Scott Kuo	Master, Department of Mechanical Engineering, University of South Florida More than 5 years of work experience in commerce and experience necessary for company operation.. He is currently the general manager of the Company with the expertise in operations management and professional experience in production management and planning, market strategy and business development.
Director	Liu, Fang-Sheng	Graduate of School of Dentistry, Kaohsiung Medical University More than 5 years of work experience in commerce and experience necessary for company operation.. He is currently the dentist of Li Cheng Dental Clinic and has experience in operations management and corporate governance. He provides crucial suggestions for the Company’s development and supervises and advises the board of Directors.
Director	Li, Tu-Cheng	Graduate of Department of Business Administration, Feng Chia University More than 5 years of work experience in commerce and experience necessary for company operation.. He is currently the chairman of Zen Voce Corporation with expertise and experience in industry and business management and corporate governance. With his expertise, he supervises and advises the board of Directors and provides professional opinions. .
Director	Tsai, Chang-Shou	Graudate of Department of Accounting, Chinese Culture University More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation.. More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession. He is currently the practicing CPA of Chin Hsin CPAs Office with the professional qualification and skills in finance and familiar with relevant laws and regulations. He provides practical suggestions for the Company, and supervises and advises the board of Directors.
Independent director	Hsu, Mei-Fang	Graduate of Accounting Department, Ming Chuan University More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation.. More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession. She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective.
Independent director	Kao, Chin-Cheng	Master, Graduate Institute of Law, National Chung Hsing University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession. He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws.
Independent director	Liao, Da-Ying	Doctor of Philosophy in Law, Kobe University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university. He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board.

Board diversity and independence

Diversity Policy in the Composition of the Board of Directors

According to the Company’s "Corporate Governance Best Practice Principles ", the composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as Company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

1. 1. Basic requirements and values: Gender and age, it is advised that the ratio of female directors to reach one-third of the total number of the board members.
   2. Professional knowledge and skills:

 

A professional background, professional skills, and industry experience. All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

1. 1. Ability to make operational judgments.
   2. Ability to perform accounting and financial analysis.
   3. Ability to conduct management administration.
   4. Ability to conduct crisis management.
   5. Knowledge of the industry.
   6. An international market perspective.
   7. Ability to lead.
   8. Ability to make policy decisions.

 

Board diversity:

The Company’s current Board of Directors consists of 9 directors, including 3 independent directors.  Each of them is specialized in the professional sectors including law, finance and accounting, industrial knowledge, leadership and decision-making, and business administration, etc.

• There are 22% of directors being the employees of the Company. The number of independent directors accounts for 33% of the board members,
• where 11% is female and 89% is male.
• There is one independent director who has less than 3 years of experience serving as an independent director, and the remaining two independent directors have more than 9 years of relevant experience.
• Three directors are in the age range of 61~70 years old and six directors are in the range of 51~60 years old.

 

Status of the policy of diversity for the formation of our Board of Directors:

Members of the Board of Directors

Core items under diversity

Nationality

Gender

Concurrently serve as an employee of the Company

Years of experience serving as an independent director

Age

Operational anagement And business judgment

Finance and accounting

Crisis handling

Industry knowledge

Global market perspectives

Leadership and Decision-marking abilities

Less than 3 years

3~9 years

More than 9 years

51~60 years old

61~70 years old

Ko, Chang-Lin

R.O.C.

Male

V

V

V

V

V

V

Chen, Steve

R.O.C.

Male

V

V

V

V

V

V

V

Kuo, Scott

R.O.C.

Male

V

V

V

V

V

V

V

Liu, Fang-Sheng

R.O.C.

Male

V

V

V

V

V

V

Tsai, Chang-Shou

R.O.C.

Male

V

V

V

V

V

V

V

Li, Tu-Cheng

R.O.C.

Male

V

V

V

V

V

V

Hsu, Mei-Fang

R.O.C.

Female

V

V

V

V

V

V

V

V

Kao, Chin-Cheng

R.O.C.

Male

V

V

V

V

V

V

V

Liao, Da-Ying

R.O.C.

Male

V

V

V

V

V

V

V

Specific goals and implementation status of board diversity policy:

Specific goals	Implementation status
Directors concurrently serving as company officers shall not exceed one-third of the total number of the board members	Achieved
There shall be at least one female board member.	Achieved
Adequate and diverse professional knowledge and skills	Achieved

Status of corporate governance

Operations of the Board:

The Board held 7 meetings (A) in 2022. The attendance record of directors is listed below:

Job title	Name	Actual attendance rate (%) (B)	Attendance by proxy	Actual attendance rate (%) (B/A)
Chairman	Representative of MPI Investment Co., Ltd.: Ko, Chang-Lin	7	0	100%
Director	Representative of MPI Investment Co., Ltd.: Steve Chen	7	0	100%
Director	Representative of MPI Investment Co., Ltd.: Scott Kuo	7	0	100%
Director	Li, Tu-Cheng	5	2	71%
Director	Liu, Fang-Sheng	7	0	100%
Director	Tsai, Chang-Shou	7	0	100%
Independent director	Kao, Chin-Cheng	7	0	100%
Independent director	Hsu, Mei-Fang	7	0	100%
Independent director	Liao, Da-Ying	7	0	100%

Attendance of independent directors in each Board of Directors meeting in 2022:

◎: In person; ☆: By proxy; ＊: Absent

	1st	2nd	3rd	4th	5th	6th	7th
Kao, Chin-Cheng	◎	◎	◎	◎	◎	◎	◎
Hsu, Mei-Fang	◎	◎	◎	◎	◎	◎	◎
Liao, Da-Ying	◎	◎	◎	◎	◎	◎	◎

The 2022 self evaluations including the performance appraisals for the Board of Directors, Board members, Audit Committee and Remuneration Committee have been reported in the Board of Directors’ meeting on March 10, 2023.

Status of the Self-Performance Evaluation for the Board of Directors, Board Members, Audit Committee Members and Remuneration Committee Members:

Evaluation Cycle	Evaluation Period	Scope of Evaluation	Method of Evaluation	Contents of Evaluation	Score
Once per year	2022/1/1-2022/12/31	Board of Directors	Board of Directors Internal Self-Evaluation	1. Participation in the Company’s operation 2. Improvement of the Board decision-making quality 3. Composition and structure of the Board 4. Election and continuing education of directors 5. Internal control	4.86
Once per year	2022/1/1-2022/12/31	Board members	Board members Internal Self-Evaluation	1. Alignment with the goals and mission of the Company 2. Knowledge of the directors’ duties 3. Participation in the Company’s operation 4. Management of internal relationship and communication 5. Professionalism and continuing education of directors 6. Internal control	4.87
Once per year	2022/1/1-2022/12/31	Audit Committee	Audit Committee Internal Self-Evaluation	1. Participation in the Company’s operation 2. Knowledge of Audit Committee’s duties 3. Improvement of the Audit Committee’s decision-making quality 4. Composition and member election of the Audit Committee 5. Internal control	4.98
Once per year	2022/1/1-2022/12/31	Remuneration Committee	Remuneration Committee Internal Self-Evaluation	1. Participation in the Company’s operation 2. Knowledge of Remuneration Committee’s duties 3. Improvement of the Remuneration Committee’s decision-making quality 4. Composition and member election of the Remuneration Committee	5.00

Board Responsibilities

The Company’s Board meetings shall be convened at least once every quarter. A notice specifying the reason for convening a Board meeting shall be sent to all directors and supervisors seven (7) days before the scheduled meeting day.

A board director shall state the important aspects of the interested party relationship at the respective meeting, but is prohibited from and must be absent from participating in discussion of or voting on an agenda item in which the director or the juristic person that the director represents is an interested party, where such participation is likely to prejudice the interest of the Company, and likewise is prohibited from voting on such item as a proxy of another director.

The following matters should be discussed by the board of directors of the company:

1. 1. The company's operating plan.
   2. Annual and semi-annual financial reports signed or sealed by the Chairperson, Manager, and Accounting Manager. Semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
   3. Adoption or amendment of an internal control system pursuant to Article of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system.
   4. Adoption or amendment, pursuant to Article of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
   5. Offering, issuance, or private placement of any equity-type securities.
   6. If the board of directors does not have managing directors, the election or discharge of the chairman of the board of directors.
   7. Appointment or discharge of a financial, accounting, or internal audit officer.
   8. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
   9. Any matter that, under Article of the Act or any other law, regulation, or by law, must be approved by resolution at a shareholders meeting or board meeting, or any material matter as may be prescribed by the competent authority.