Board Structure
GUC attaches great importance to the diversity of board members. In order to reinforce corporate governance and promote sound development of board composition and structure, the capabilities that the board of directors should possess as specified in Article 20 of the Company's "Corporate Governance Code" are as follows: 1. Business judgment ability, 2. Accounting and financial analysis ability, 3. Management ability, 4. Crisis handling ability, 5. Industry knowledge, 6. Global market perspectives, 7. Leadership, and 8. Decision-making ability.
GUC's current board of directors consists of nine directors. Five of them, accounting for more than 50%, are the Company’s independent directors, and the relationship of spouses or relatives by blood within the second degree of relationship do not exist among the directors. Moreover, only one director is taking the Company's managerial officer position, i.e. Mr. Sean Tai, one of the juristic-person directors’ representatives, concurrently serving as the Company’s president. These facts indicate that the Board Independence requirement is met in the Company’s board of directors. Additionally, the Company's board members possess cross-industry and cross-field capabilities, demonstrating Board diversity and complementary support among board members. Directors also have their own skills and experiences in various professions such as legal, financial/accounting, industry, marketing/R&D, technology, business management. GUC's current implementation of Board Diversity Policy is indicated by individual directors’ portfolios listed in the table below:
The diversity goals for the future include but are not limited to the following two aspects/standards:
1. Basic conditions and values: gender, age, nationality, culture, etc. The Company's 9th-term board members were all male. One female director was elected in the by-election in 2022 shareholders' meeting. In the future, at least one female director seat will be reserved and long-term female seat target is one-third of all board members. And the age criteria will be planned to achieve a balanced structure.
2. Professional knowledge and skills: professional backgrounds (such as legal, accounting, industry, finance, marketing or technology), professional skills, industrial experiences, etc.
Directors' Biographies
| 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 | Cliff Hou | Current Position: Senior Vice President, Europe & Asia Sales Previous Position: VP of Research and Development / Design and Technology Platform of TSMC Academic Background: Syracuse 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 | Sean Tai | Current Position: President of GUC Previous Position: President for Nuvoton Technology Corporation Academic Background: Yale University |
| Independent Director | Jesse Ding | Current Position: Chair of Entie Commercial Bank Independent Director, DACIN Construction Co., Ltd Previous Position: President & CEO, Entie Commercial Bank President, Taipei Fubon Bank Academic Background: MBA, University of Detroit |
| Independent Director | Huang, Tsui-Hui | Current Position: Honorary Chair of Taiwan Venture Capital Association Chair and CEO of Hotung Venture Capital Group Previous Position: Chair of Taiwan Venture Capital Association Chair and President of Hotung Venture Capital Group Academic Background: M.B.A. at Cornell University, U.S.A. |
| 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
GUC has established a Board's performance evaluation system. The Board of Directors approved the "Measures for Directors’ Performance Evaluation" in November 2016, and approved the "Performance Evaluation System for New Functional Committees" in October 2019 to encourage the Board and functional committee members’ self-invigoration, thereby enhancing the operational effectiveness of the Board and functional committees.Internal performance evaluation is conducted in the fourth quarter of every year, and the evaluation results were submitted to the Board in the first quarter of next year.
The external Board's performance evaluation is conducted at least once every three years by an external professional independent institution or an external team of experts and scholars, and the annual performance evaluation of the year is conducted at the end of the year.
The historical evaluation of the GUC's Board of Directors attained the result of "Good".Self-evaluation for〈Improvement of the Board's decision-making quality〉and 〈Participation degree in the Company's operations〉both continued demonstrating "Good".
The evaluation of the Company's Board of Directors attained the result of "Excellent" in 2021, and the self-evaluation results were slightly improved compared with that in 2020. The result of 〈Improvement of the Board's decision-making quality〉 continued demonstrating "Good", while the result of self-evaluation for 〈Participation degree in the Company's operations〉indicated a larger decline.
At the end of 2019, GUC entrusted the external agency "Taiwan Corporate Governance Association" to conduct the Board’s operational effectiveness evaluation for the period from October 1, 2018 to September 30, 2019. The evaluation report completed by the association was presented on December 30, 2019. A report of the evaluation results and improvement plans was made by GUC at the Board meeting on February 6, 2020.
Suggestions in the evaluation report
- Before submitting remuneration evaluation & review of the audit controller for Compensation Committee and Board's approval, it is recommended that Chair of the Board takes Audit Committee's opinion into consideration.
- It is recommended to develop a formal and Systematic New Director Orientation System.
- It is recommended to develop a whistleblowing case handling procedures to collect all the internal and external whistleblowing cases.
Improvement plans
- The appraisal and remuneration evaluation & review of the audit controller have been included in Compensation Committee's agenda since 2020, and have been implemented in accordance with Compensation Committee's meeting plans. And the member of Audit Committee & Compensation Committee are the same.
- A New Director Orientation System was formulated in 2020 to assist newly appointed directors in being familiar with the Company as well as their responsibilities and business duties.
- GUC has collected and organized whistleblowing cases for Audit Committee to stay on top of whistleblowing case handling procedures in a comprehensive and real-time way.
Major Resolutions of BOD Meetings
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20220126 | 9/9 | 1. Approve 2021 financial statements and business report 2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$7.0 per share allocated from retain earnings 3.Approve two nominated Independent Directors candidates |
| 20220428 | 9/9 | 1. Approve 2022 Q1 financial statements 2. Approve "Corporate Governance Best Practice Principles" revision 3. Approve "Procedures for Acquisition or Disposal of Assets " revision 4. Approve "Corporate Social Responsibility Best Practice Principles " revision |
| 20220519 | 9/9 | 1. Elect Jesse Ding as Chairman of Audit Committee 2. Appoint two new independent directors, Jesse Ding and Huang, Tsui-Hui, as members of Compensation Committee |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 20210128 | 9/9 | 1. Approve 2020 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 |
| 20210429 | 9/9 | 1. Report 2021 Q1 financial statements to the board of directors 2. Approve the modification of Procedures for Ethical Corporate Management and Guidelines of Conduct Report |
| 20210729 | 9/9 | Report 2021 Q2 financial statements to the board of directors |
| 20211028 | 9/9 | 1. Report 2021 Q3 financial statements to the board of directors 2. Approve 2022 audit plan |
| 20211202 | 9/9 | 1. Appoint Sean Tai as President 2. Strategy Report |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 | 9/9 | Strategy Report |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 |
| Date | Ratio of Attendance | Major Resolutions |
|---|---|---|
| 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 |
| 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'' |
Independent Director
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.
In order to respond to the initiative advocated in "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" that the appointment of an independent director is advisably not to exceed three consecutive terms, two of the Company’s independent directors, Mr. Benson W. C. Liu and Mr. Chein-Wei Jen who had been appointed for more than three consecutive terms, submitted their resignation letters on January 14, 2022, and resign the independent-directorship on May 19, 2022. The Company elected two new independent directors at the 2022 Shareholders’ Meeting.They are Jesse Ding and Huang, Tsui-Hui with votes received 99,762,582 and 98,551,652.
After the election, more than 50% of the Company’s independent directors having served their independent-directorship for less than three consecutive terms.
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 |
Communication between Audit Committee Chair, Independent Directors and Internal Audit
The internal audit controller regularly reports to Audit Committee at the quarterly meetings on the implementation status of internal audit plans, important findings, and the implementation status of previously suggested improvement items, and interacts face-to-face with independent directors. The internal audit controller also reports to and communicates with independent directors on essential issues every month through a written monthly report. The important content of the communication and interaction between independent directors and internal audit controller in Audit Committee is recorded in Audit Committee meeting minutes. In addition, emails are used for the communication on audits and other matters in relation to Audit Committee’s duties among independent directors and between the internal audit controller and Audit Committee members. The Audit Committee’s convener has maintained good communication with independent directors and the internal audit controller.
| Date | Type of Communication | Communication Items, Independent Directors' Opinions and Subsequent Handling |
|---|---|---|
| 2021/1/28 | The 3rd Session of 5th Audit Committee Meeting | 1. The audit controller made a report on 2020 QuarteR-4 audit items, results, and follow-up improvements. This quarter's audit focused on R&D and contract management; independent directors agreed on the report content. 2. The audit controller made a report on the content of 2020 Statement of Internal Control System, and explained the risks and the results of internal control self-evaluation, to which no independent directors had objection, and thus the statement was submitted to the Board for resolution. |
| 2021/4/29 | The 4th Session of 5th Audit Committee Meeting | The audit controller made a report on 2021 Quarter-1 audit items, results, and follow-up improvements. This quarter's audit focused on information security inspection; independent directors agreed on the report content. |
| 2021/7/29 | The 5th Session of 5th Audit Committee Meeting | The audit controller made a report on 2021 Quarter-2 audit items, results, and follow-up improvements. This quarter's audit focused on confidential information protection; independent directors agreed on the report content, and suggested that the audit findings should be carefully reviewed, and relevant employee educational training should be strengthened. |
| 2021/10/14 | Telephone conference | The audit controller made a report on the recent important audit findings, and held discussions about the next year's audit plans. |
| 2021/10/28 | The 6th Session of 5th Audit Committee Meeting | 1. The audit controller made a report on 2021 Quarter-3 audit items, results, and follow-up improvements. This quarter's audit focused on procurement cycle and subsidiary audits; independent directors agreed on the report content. 2. The audit controller made a report on the completeness evaluation of the Company's internal control system; independent directors agreed on the report content. 3. The audit controller proposed the 2022 audit plans developed based on risk assessment results, on which all independent directors agreed, and thus the plan was submitted to the Board for approval. |
CPAs also attend the quarterly Audit Committee meetings, and communicate and interact with independent directors on financial statement reviews or audits, or issues related to finance, taxation or internal control. Important content of the communication and interaction between independent directors and the financial controller, accounting controller, internal audit controller and attesting CPAs at Audit Committee meetings is also recorded in the Audit Committee minutes.
The communication between independent directors and CPAs in 2021 is listed in the table below:
| Date | Type of Communication | Communication Items, Independent Directors |
|---|---|---|
| 2021/1/28 | The 3rd Session of 5th Audit Committee Meeting | 1. Inquiry about results of consolidated and individual financial statements audits. 2. Inquiry about whether there were other audit findings in the key audit items of the financial statements. 3. Inquiry about CPAs' assessment of and advice for other discussion items. |
| 2021/4/29 | The 4th Session of 5th Audit Committee Meeting | 1. Providing consolidated financial statements review results. 2. Inquiry about CPAs' assessment of and advice for other discussion items. 3. Inquiry and discussion about issues and practice related to legal updates. |
| 2021/7/29 | The 5th Session of 5th Audit Committee Meeting | 1. Inquiry about consolidated financial statements review results. 2. Discussion about issues shared in the industry trends. |
| 2021/10/28 | The 6th Session of 5th Audit Committee Meeting | 1. Inquiry about consolidated financial statements review results. 2. Inquiry about this year's scheduled key audit items and evaluations. 3. Inquiry and discussion about issues shared in the industry trends, and the influence on GUC. |