Board of Directors

Director Introduction

 Yuan-Mao Su

       Chairman (Representative of Winbond Electronics Corp.)

       MS/ Major -Electrical Engineering/ University of Southern California

       BS/ Major-Electrical Engineering/ National Chiao Tung University

       Deputy Chairman and Deputy CEO, Winbond Electronics Corp.

       Vice President of Sales Center, Winbond Electronics Corp.

       Assistant Vice President of DRAM/ SRAM Product Center, Winbond Electronics Corp.

       Assistant Vice President of DRAM Product Center, Winbond Electronics Corp.

       Senior Vice President, Winbond Electronics Corp. America

       Director, Winbic Semiconductor, Inc.

       Senior Design Engineer, Integrated Devices Technology, Inc.

       Senior Design Engineer, Digital Equipment Corp.

       Senior Design Engineer, Advanced Micro Devices, Inc.

Karen K Chiao

       Director

       Master of Business Administration(MBA), Institut Européen d'Administration des Affaires(INSEAD)

       Bachelor of Arts (BA) Economics, Stanford University

       Director & President Callisto Holding Limited

Arthur Yu-Cheng Chiao

       Director

       Master degree in Electrical Engineering & Institute of Management, University of Washington

       Chairman, Winbond Electronics Corp.

 Jen-Lieh Lin (Representative of Chin Xin Investment Corp.)

       Director

       Master of Electrical Engineering, National Cheng Kung University

       Business Executive of Winbond Electronics Corp

Chi-Lin Wea

       Director

       Doctorate in Sciences Humaine (Economie), University of Paris, France

       Chairman, Waterland Financial Holdings

Royce Yu-Chun Hong

       Director

       Bachelor degree in Industrial Design, Rhode Island School of Design

       Bachelor degree in Graphic Design, Art Center College of Design

       Director & President, IPEVO Corp.

Liang-Gee Chen

       Director

       Ph.D. National Cheng Kung University

       M.S. National Cheng Kung University

       Independent Director of EVERLIGHT ELECTRONICS CO., LTD

Mark Wei

       Independent Director

       Master of International Business, George Washington University

       Master of Science in Finance (M.S.), Benjamin Franklin University

       Vice Chairman of Capital Gateway (CG) Investments

David Shu-Chyuan Tu

        Independent Director

       Master degree in Computer Engineering , San Jose State University, U.S.A

       General Manager, Synnex Technology International Corp. – Group Business Development & Strategy

 Allen Hsu

       Independent Director

       Master degree in Business Administration, National Chengchi University

       Independent Director, Winbond Electronics Corp.

Kuang-Chung Chen

       Independent Director

        Bachelor degree of Chemical Engineering of Chinese Culture University

       Independent Director of Diodes Incorporated

 

Diversity Policy for Board Members

The diversity policy for members of the Board of Directors is established in Article 20 of the Company's Corporate Governance Best Practice Principles:

The members of the Board of Directors shall be balanced between the genders and they shall possess the knowledge, skills, and experience necessary for performing their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

  1. Ability to make sound business judgments.
  2. Ability to conduct accounting and financial analysis.
  3. Ability to manage the business.
  4. Ability to manage a crisis.
  5. Industry knowledge.
  6. An understanding of international markets.
  7. Leadership ability.
  8. Decision-making ability.

The composition of the company's seventh session of directors (2011-2014), in addition to considering corporate governance requirements, is also based on the needs of the company's development strategy to form a professional and diverse director lineup; as detailed below:

  • The board of directors consists of 11 directors, including 4 independent directors and 9 non-independent directors. The proportion of independent directors’ seats exceeds 1/3.
  • In order to implement our country's gender equality policy, increase women's participation in the decision-making process, and strengthen the structure of the board of directors, there is currently one female director on the board of directors, and the goal of female participation has been achieved.
  • In order to achieve the goal of sustainable operation, the succession of important management levels was planned through the rotation of legal representatives, and the management goal of maintaining two legal person directors has been achieved.
  • Considering the needs of the company’s development strategy, the composition of the board of directors should be professionally diverse.The members of the Board of Directors cover various industry sectors, including semiconductor, electronics, finance, and design, possessing extensive professional knowledge, as well as independence and professional diversity. Among them, Director SU, YUAN-MOU, Director LIN, REHN-LIEH, Independent Directors TU, SHU-CHYUAN and Independent Director CHEN, KUANG-CHUNG have accumulated rich experience in the semiconductor and electronics industries. Director KAREN K. CHIAO, Director WEI, CHI-LIN, Independent Director WEI, PAO-SHENG and Independent Director HSU SHAN-KO bring expertise in the fields of finance and economics. Director HONG, YU-CHUN has a professional background in design, while Director CHEN, LIANG-GEE previously held the position of Minister of Technology in the government and taught at the university, providing the company with specialized support in technology and research. Director CHIAO, YU-CHENG has practical experience in the management of publicly listed companies and possesses outstanding leadership and decision-making abilities. further enhancing the diversity of the board of directors.
  • The management objectives and achievements of the board diversity policy:

    1. Female director seats: 1 seat - Achieved.
    2. Corporate director seats: 2 seats - Achieved.
    3. Representation of various professional fields among directors: 4 seats in semiconductor and electronic industry expertise, 4 seats in financial and economic fields, 1 seat in design, 1 seat in technology and research, and 1 seat in management: Achieved.

The Diverse Expertise Structure of the Board of Directors is as follows

Title

Name

Gender

Core Diversification Item

Percentage of all directors

Proportion of independent directors to all directors

Proportion of directors as employees to all directors

Age distribution

Business management

Leadership and decision making

Knowledge of the industry

Finance and accounting

IT expertise

Male

Female

Over 55 years old

Under 55 years old

Chairman

Representative of Winbond Electronics Corp.:

Yuan-Mou Su

Male

V

V

V

V

91%

9%

36%

9%

82%

18%

Vice Chairman

Karen K Chiao

Female

V

V

V

V

 

Director

Arthur Yu-Cheng Chiao

Male

V

V

V

 V

Director

Representative of Chin Xin Investment Corp.:

Jen-Lieh Lin

Male

 

V

V

 

V

Director

Chi-Lin Wea

Male

V

V

V

V

 V

Director

 Royce Yu-Chun Hong

Male

V

V

V

V

V

Director

Liang-Gee Chen

Male

 

V

V

 

V

Independent Director

Mark Wei

Male

V

V

V

V

 

Independent Director

David Shu-Chyuan Tu

Male

V

V

V

 

 V

Independent Director

Allen Hsu

Male

V

V

V

 V

 

Independent Director

 Kuang-Chung Chen

Male

V

V

V

 

V

 

Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation

 Nuvoton follows its "Articles of Association" and "Corporate Governance Best Practices Principles" to establish a candidate nomination system for director elections. Additionally, the composition of the board of directors should consider diversity to align with the company's operations, business model, and development needs, selecting professionals from various fields to form the board.

Board Member Succession Planning and Implementation Status

  1. Nuvoton have established a diversity policy to ensure diversity among board members, including representation from major shareholders, female directors, and attracting outstanding individuals from different generations and professional fields.
  2. Nuvoton have formulated the " Rules for Remuneration and Performance Evaluation of Directors " These rules comprehensively consider factors such as the board's performance evaluation, directors' involvement in company operations, their contributions, and responsibilities. This ensures the efficiency of the board's operation and serves as a reference for selecting directors.
  3. Nuvoton periodically invite directors to attend seminars organized by the group. These seminars feature experts from various fields who share the latest developments and insights on topics such as economics, international affairs, technology, regulations, sustainability, and more. This helps enhance directors' understanding of global economic and industry trends. We also continue to provide ongoing training for directors, and in the year 2023, all directors complied with the requirements, indicating a positive overall training situation.  please refer to the Director Training Status.

Senior Management Succession Planning and Implementation Status

Nuvoton currently nurtures potential successors through the following methods:

  • Senior Management Training: We organize quarterly seminars for senior executives to help them understand global trends, enhance their strategic thinking, and broaden their global perspective. Quarterly business review meetings contribute to strengthening the team's business acumen and leadership skills.
  • Diverse Job Rotations: Senior managers participate in job rotations across various roles to develop multidimensional leadership and decision-making abilities, ensuring we have suitable talent in reserve.
  • Accumulation of International Experience: Senior managers have the opportunity to work in overseas subsidiaries to gain international management experience and broaden their global outlook.
  • Senior Management Succession Plan: Our company places a strong emphasis on training senior managers to ensure they are equipped to tackle future challenges, maintain diversity within the leadership team, and be prepared for various scenarios.

 

Performance Evaluation of Board of Directors

To strengthen corporate governance, enhance the functionality of the board of directors, and improve the efficiency of board operations, our company revised the "Regulations on Director Remuneration and Board Performance Evaluation" on February 10, 111. This revision mandates that the board conducts performance evaluations annually for the board itself, board members, the compensation committee, and the audit committee. Additionally, an external professional independent institution or a team of expert scholars should conduct an evaluation once every three years. We complete the performance evaluations of the board, board members, compensation committee, and audit committee at the beginning of each year and report the results to the compensation committee and the board of directors. For the results of the board evaluation, please refer to the following:

External Board's performance evaluation

In 2023, the company entrusted the external organization "Taiwan Corporate Governance Associationn" to evaluate the effectiveness of the board of directors. The company reported the evaluation results and improvement plans at the 2024/03/05 board meeting.

  • Implementation Date:2023/12/01Issuance of Assessment Report
  • External Professional Organization:Taiwan Corporate Governance Association
  • Is the external organization independent: Yes (The Taiwan Corporate Governance Association, a non-profit organization, is not considered a related party to our company and does not have a relationship that affects our independence. Individuals involved in the association's assessments do not hold significant influential positions within our company and do not have direct or indirect financial interests in our company.)
  • Assessment Method: Conducting online interviews after reviewing relevant materials
  • Evaluation Criteria: The assessment is conducted based on eight dimensions: Board Composition, Board Guidance, Board Authorization, Board Oversight, Board Communication, Internal Control and Risk Management, Board Self-discipline, and Other Support Systems.
  • Improvement Recommendations and Future Improvement Plans2023 external evaluation results of Nuvoton’s Board performance

 

Board Evaluation Standards for Assessing Auditor Independence and Suitability

  1. The company formulates the "Method on Accountant Evaluation and Performance Appraisal Measures" in accordance with the "Accountant Act" and the "Code of Professional Ethics for Accountants". The Audit Committee evaluates the independence and suitability of certified accountant based on this method every year and checks whether the accountant is a director, shareholder, or the Company pays him/her compensations, confirming whether it is an interested party or not. The Company evaluates the result and submits to the Audit Committee and the Board of Directors.
  2. The 2023 Audit Committee and Board of Directors also refers to the 2021 Audit Quality Indicators report (AQI report) to assess the suitability of the appointed CPA(assessment period: June 1, 2021 to May 31, 2022), based on dimensions include professionalism, independence, quality control, supervision, and innovation ability disclosure encompasses audit quality at the "firm level" and "audit engagement level". In addition, certified accountant shall be avoided related in entrusted matters and matters of direct and interest relationship. The regular rotation of accountants shall also followed the regulations. CPA assessment results for 2022 were approved by the Board of Directors on February 14, 2023, confirming that CPA Kenny Hong and Shu Lin Liu of Deloitte & Touche both fulfilled the assessment standards for independence and competency

 

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