Introduction


To promote business behavior in keeping with integrity and morals, and to support compliance with legal order, we have established our internal Ethics Code of Conduct(the ‘Code’) which is called ‘Procedures for Ethical Management, Ethics & Business Code of Conduct.’ In accordance with ‘Taiwan Corporate Conduct and Ethics Implementation’. All employees, officers and Board members must adhere to the Code and bear a heavy personal responsibility to preserve and to protect GUC’s ethical values and reputation. GUC’s ‘Procedures for Ethical Management, Ethics & Business Code of Conduct.’ is implemented by the Human Resources (HR) Department which is also responsible for the training and management of other departments. Board members supervise related operations through accusation mail box. Also, GUC has established a ‘violation of ethical conduct accusation system’ section in both Chinese and English. It is also under the HR Department’s responsibility to collect and disclose information. Besides, all commercial contracts are clearly written with ‘Integrity Conduct Term’.

 

Internally, we require all employees to comply with ethical values and business conduct; externally,suppliers need to follow the referred regulations as well. Suppliers shall sign a ‘GUC Ethics and Business Code of Conduct. Besides, all GUC’s subsidiaries are subject to supervise of human rights and regulation impact analysis as well as corruption risks analysis.Our violation of ethical behavior practitioners reporting system: http://www1.guc-asic.com:8000/guc/

Board of Directors

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.

 

Name of Directors:
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

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''
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
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
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
 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
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
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     Strategy Report

Independent Director Election

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

Independent Director Mail Box: acinfo@guc-asic.com