Operations of the BOD
Operations of the Board of Directors
In the most recent fiscal year, the Board of Directors have held 8 meetings (A). And the attendance of the Directors are as follows:
Title |
Name |
Attendance in Person [B] |
Attendance by Proxy |
Ratio of Attendance [B/A] |
Remarks |
Chairperson |
Tseng-Liu, Yu-Chih |
8 |
0 |
100 |
|
Director |
Huang, Wei-Jin |
8 |
0 |
100 |
|
Director |
Lin, Pi-Chi |
8 |
0 |
100 |
|
Director |
Tung, Hsiao-Hung |
7 |
0 |
88 |
|
Director |
Tseng, Wen-Yu |
7 |
0 |
88 |
|
Director |
Lai, Hwei-Shan |
8 |
0 |
100 |
|
Independent Director |
Chen, Hsiang-Sheng |
8 |
0 |
100 |
|
Independent Director |
Chen, Shi-Shu |
6 |
2 |
75 |
|
Independent Director |
Hsu, Sung-Tsai |
8 |
0 |
100 |
|
Important resolutions of the board of directors
Date |
Meeting |
Proposal |
Resolution and Execution |
Jan. 10, 2023 |
First Meeting in 2023 |
1. Business Plan and Budget for 2023. |
Approved with no objection from all directors and independent directors. |
2. The Company's year-end bonus proposal. |
Approved with no objection from all directors and independent directors. |
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3. Proposal for Year-end Bonuses for Mrs. Yu-Chih Tseng-Liu as the chairperson. |
Approved with no objection from all directors and independent directors. |
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4. KPMG's plan to change a CPA for auditing the Company's financial statements as of January 9, 2023. |
Approved with no objection from all directors and independent directors. |
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5. Establishment of the “Operational Procedures for Prevention and Protection of Child Workers and Workers of Less Than Eighteen Years Old”. |
Approved with no objection from all directors and independent directors. |
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Mar. 13, 2023 |
Third Meeting in 2023 |
1. Business Report and Financial Statements for 2022. |
Approved with no objection from all directors and independent directors. |
2. Proposal for Distribution of 2022 Profits and Retained Earnings. |
Approved with no objection from all directors and independent directors. |
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3. Proposal for the Compensation of Employees and the Remuneration of Directors of 2022. |
Approved with no objection from all directors and independent directors. |
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4. Statement on Effectiveness of the Design and Implementation of the Internal Control System in 2022. |
Approved with no objection from all directors and independent directors. |
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5. Proposal for Election of New Directors. |
Approved with no objection from all directors and independent directors. |
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6. Proposal for Releasing the Prohibition on Newly Elected Directors from Participation in Competitive Business. |
Approved with no objection from all directors and independent directors. |
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7. Proposal of the List of the Nominated Candidates for New Directors. |
Approved with no objection from all directors and independent directors. |
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8. Matters related to the 2023 Annual Shareholders' Meeting. |
Approved with no objection from all directors and independent directors. |
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9. Matters related to Acceptance of Shareholders' Proposals. |
Approved with no objection from all directors and independent directors. |
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10. Proposal of the Period for Accepting the Nomination of Director Candidates, the Quota of Directors to Be Elected and the Place Designated for Accepting the Roster of Director Candidates Nominated. |
Approved with no objection from all directors and independent directors. |
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11. Amendments of Internal Control and of Internal Regulation. |
Approved with no objection from all directors and independent directors. |
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12. Release of the obligation borne by “Chin-Poon (Changshu) Electronics Co., Ltd.”, the Company‘s subsidiary, of providing after-sale guarantee by its Account Receivable of RMB 20 million for the Company. |
Approved with no objection from all directors and independent directors. |
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13. Directors & Officers Liability Insurance Policy. |
Approved with no objection from all directors and independent directors. |
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May 10, 2023 |
Fourth Meeting in 2023 |
1. Consolidated financial statements for the first quarter of 2023. |
Approved with no objection from all directors and independent directors. |
2. Amendments of Internal Control and of Internal Regulation. |
Approved with no objection from all directors and independent directors. |
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3. Establishment of a Steering Team for the Sustainable Development Committee. |
Approved with no objection from all directors and independent directors. |
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4. Loan Renewal of US$ 5 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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5. Shareholder Loan Application of US$ 8 Million to the Company by Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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6. Proposal to Increase Cash Capital of Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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7. Suspension of the Company’s Guarantee for the short-term credit line of US$ 16 million by ANZ for Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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Jun. 27, 2023 |
Fifth Meeting in 2023 |
1. Election of the Chairperson of BOD. |
8 directors among the 9 directors present agreed to elect Mrs. Yu-Chih Tseng-Liu as the chairperson of the Company. |
2. Appointment of the Members of the Compensation Committee. |
Approved with no objection from all directors and independent directors. |
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3. Appointment of the CEO of the Company. |
Approved with no objection from all directors and independent directors who unanimously agreed to re-appoint Mr. Alan Hwang as the CEO of the Company. |
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4. Appointment of Chief Sales Officer, Chief Technology Officer, Chief Financial Officer, Chief Accounting Officer, Internal Auditing Officer, Chief Corporate Governance Officer, Investor Relations Director and Chief Information Officer. |
Approved with no objection from all directors and independent directors. |
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5. The Land Purchase Contract of Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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Jul. 7, 2023 |
Sixth Meeting in 2023 |
1. Relevant Matters of the 2023 Cash Dividend Distribution such as the Ex-Dividend Date. |
Approved with no objection from all directors and independent directors. |
2. Loan Renewal of US$ 7 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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3. Profits Distribution Proposals of Chin-Poon Holdings Cayman Limited. and of VEGA International Enterprise Co., LTD. |
Approved with no objection from all directors and independent directors. |
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Aug. 10, 2023 |
Seventh Meeting in 2023 |
1. Consolidated financial statements for the second quarter of 2023. |
Approved with no objection from all directors and independent directors. |
2. Loan Renewal of US$ 8 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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3. The Company’s guarantee for the short-term credit line of US$ 20 million by the Taoyuan Branch of the Bank of Taiwan for Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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4. Ratification of the Company’s “Organizational Charter of the Sustainable Development Committee”. |
Approved with no objection from all directors and independent directors. |
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5. Compensation Packages for the Chairperson, Chief Officers, Chief Corporate Governance Officer and Internal Auditing Officer. |
Approved with no objection from all directors and independent directors. |
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6. Amendment of the Company’s “Risk Management Policies and Procedures”. |
Approved with no objection from all directors and independent directors. |
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7. Specific identification as non-funding loans of the Company’s major accounts receivable that have exceeded the normal credit period as of June 30, 2023. |
Approved with no objection from all directors and independent directors. |
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Nov. 10, 2023 |
Eighth Meeting in 2023 |
1. Consolidated financial statements for the third quarter of 2023. |
Approved with no objection from all directors and independent directors. |
2. Loan Renewal of US$ 4 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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3. Specific identification as non-funding loans of the Company’s major accounts receivable that have exceeded the normal credit period as of September 30, 2023. |
Approved with no objection from all directors and independent directors. |
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4. Authorization of the Land Purchase in the Bangkadi Industrial Park by Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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5. Proposal to Increase Cash Capital of Chin Poon Electronics (Thailand) Public Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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6. Proposal to Increase Cash Capital of US$ 20 Million for Chin-Poon Holdings Cayman Limited. by VEGA International Enterprise Co., LTD. |
Approved with no objection from all directors and independent directors. |
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7. Authorization of Investment of US$15 Million in Fixed-income Securities by Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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8. Amendments of the “Self-Assessment Management Rules for the Company’s Internal Control System". |
Approved with no objection from all directors and independent directors. |
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9. Amendments of the “Rules Governing Financial and Business Matters Between this Corporation and its Related Parties”. |
Approved with no objection from all directors and independent directors. |
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10. Amendments of the “Standard Operational Procedures for Handling Requests Made by Directors". |
Approved with no objection from all directors and independent directors. |
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11. Ratification of Amendments in 2023 of Regulations and Procedures on Operations for the Company. |
Approved with no objection from all directors and independent directors. |
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12. Ratification of Amendments in 2023 of Regulations and Procedures on Operations for “Chin-Poon (Changshu) Electronics Co., Ltd.”, the Company‘s subsidiary. |
Approved with no objection from all directors and independent directors. |
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13. Approval of the 2024 Annual Audit Plan. |
Approved with no objection from all directors and independent directors. |
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Jan. 19, 2024 |
First Meeting in 2024 |
1. Business Plan and Budget for 2024. |
Approved with no objection from all directors and independent directors. |
2. Capital expenditures of the Company and its subsidiaries in 2024. |
Approved with no objection from all directors and independent directors. |
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3. The Company's year-end bonus proposal. |
Approved with no objection from all directors and independent directors. |
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4. Proposal for Year-end Bonuses for Mrs. Yu-Chih Tseng-Liu as the chairperson. |
Approved with no objection from all directors and independent directors. |
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5. Amendment of the “Operational Procedures for Payment Collection” for the Company and for Chin-Poon (Changshu) Electronics Co., Ltd. |
Approved with no objection from all directors and independent directors. |
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6. Establishment of the “Operational Procedures for Pre-approval of Non-assurance Services by CPAs”. |
Approved with no objection from all directors and independent directors. |
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7. Amendment of the “Operational Procedures for Loaning of Company Funds” for Chin-Poon Holdings Cayman Limited. |
Approved with no objection from all directors and independent directors. |
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8. Amendment of the “Policy and Procedures for Employee Welfare”. |
Approved with no objection from all directors and independent directors. |
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9. Prohibition of Vega International Enterprise Co., Ltd. from Providing Endorsement Guarantees and Fund Loans to Others. |
Approved with no objection from all directors and independent directors. |
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Feb. 29, 2024 |
Second Meeting in 2024 |
1. Business Report and Financial Statements for 2023. |
Approved with no objection from all directors and independent directors. |
2. Proposal for Distribution of 2023 Profits and Retained Earnings. |
Approved with no objection from all directors and independent directors. |
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3. Proposal for the Compensation of Employees and the Remuneration of Directors of 2023. |
Approved with no objection from all directors and independent directors. |
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4. Amendment of the “Articles of Incorporation”. |
Approved with no objection from all directors and independent directors. |
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5. Statement on Effectiveness of the Design and Implementation of the Internal Control System in 2023. |
Approved with no objection from all directors and independent directors. |
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6. Matters related to the 2024 Annual Shareholders' Meeting. |
Approved with no objection from all directors and independent directors. |
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7. Matters related to Acceptance of Shareholders' Proposals. |
Approved with no objection from all directors and independent directors. |
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8. KPMG's plan to change a CPA for auditing the Company's financial statements as of February 29, 2024. |
Approved with no objection from all directors and independent directors. |
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9. Pre-approved list of Non-assurance Services by CPAs of KPMG in 2024. |
Approved with no objection from all directors and independent directors. |
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10. Directors & Officers Liability Insurance Policy. |
Approved with no objection from all directors and independent directors. |
Directors’ Avoidance of Resolutions with Conflicts of Interest
Date |
Name |
Proposal |
Reason of Avoidance |
Resolution |
Jan. 10, 2023 |
Tseng-Liu, Yu-Chih |
Proposal for Year-end Bonuses for Mrs. Tseng-Liu as the chairperson. |
Mrs. Tseng-Liu avoided to participate in the resolution of her own year-end bonus. |
Mrs. Tseng-Liu has avoided the resolution because of conflicts of interest. The resolution has been approved with no objection from all directors and independent directors. |
Mar. 13, 2023 |
Huang, Wei-Jin Lin, Pi-Chi Tung, Hsiao-Hung Lai, Hwei-Shan Tseng-Liu, Yu-Chih Tseng, Wen-Yu Chen, Hsiang-Sheng Chen, Shi-Shu Hsu, Sung-Tsai |
Proposal for Remuneration of Directors. |
Each director avoided to participate in the resolution of his/her own remuneration distribution case. |
The directors at the meeting took turns to avoid the discussion of his/her own remuneration due to the principle of avoidance of interest. |
Aug. 10, 2023 |
Tseng-Liu, Yu-Chih |
Compensation Packages for the Chairperson, Chief Officers, Chief Corporate Governance Officer and Internal Auditing Officer. |
Mrs. Tseng-Liu avoided to participate in the resolution of her own year-end bonus. |
Mrs. Tseng-Liu and all chief officers who was present have avoided the resolution because of conflicts of interest. The resolution has been approved with no objection from all directors and independent directors. |
Jan. 19, 2024 |
Tseng-Liu, Yu-Chih |
Proposal for Year-end Bonus for Mrs. Tseng-Liu as the chairperson. |
Mrs. Tseng-Liu avoided to participate in the resolution of her own year-end bonus. |
Mrs. Tseng-Liu has avoided the resolution because of conflicts of interest. The resolution has been approved with no objection from all directors and independent directors. |
Feb. 29, 2024 |
Huang, Wei-Jin Lin, Pi-Chi Tung, Hsiao-Hung Lai, Hwei-Shan Tseng-Liu, Yu-Chih Tseng, Wen-Yu Chen, Hsiang-Sheng Chen, Shi-Shu Hsu, Sung-Tsai |
Proposal for Remuneration of Directors. |
Each director avoided to participate in the resolution of his/her own remuneration distribution case. |
The directors at the meeting took turns to avoid the discussion of his/her own remuneration due to the principle of avoidance of interest. |
Performance Evaluations of the Board of Directors
Cycle (Note 1) |
Period (Note 2) |
Scope (Note 3) |
Methods (Note 4) |
Evaluation Items (Note 5) |
Results
|
One year |
January 1, 2023 to December 31, 2023 |
the Board as a Whole |
Self-Evaluation by the Board |
Participation in the operation of the Company, improvement of the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, internal control |
The self-evaluation by the Board as a whole got an excellent result with high scores on average. There was no specific item which needed to be improved. |
Individual Directors |
Self-Evaluation by Directors |
Alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, internal control |
The self-evaluation by individual directors got an excellent result with high scores on average. There was no specific item which needed to be improved. |
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Audit Committee |
Self-Evaluation by the Audit Committee |
Participation in the operation of the Company, awareness of the duties of the functional committee, improvement of quality of decisions made by the functional committee, composition of the functional committee and election of its members, internal control |
The self-evaluation by the audit committee got an excellent result with high scores on average. There was no specific item which needed to be improved. |
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Compensation Committee |
Self-Evaluation by the Compensation Committee |
Participation in the operation of the Company, improvement of the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, internal control |
The self-evaluation by the Compensation Committee got an excellent result with high scores on average. There was no specific item which needed to be improved. |
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Sustainable Development Committee |
Self-Evaluation by the Sustainable Development Committee |
Participation in the operation of the Company, improvement of the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, internal control |
The self-evaluation by the Sustainable Development Committee got an excellent result with high scores on average. There was no specific item which needed to be improved. |
Note 1: It is to fill in the execution cycle of the board performance evaluation, for example, once a year.
Note 2: It is to fill in the period of the board performance to be evaluated, for example, the performance of the board of directors from January 1, 2023 to December 31, 2023.
Note 3: The scope of the evaluation includes the performance evaluation on the board as a whole, on individual directors and on functional committees.
Note 4: Evaluation methods include the internal evaluation of the board, self-evaluation by individual board members, peer evaluation, and evaluation by appointed external professional institutions, experts, or other appropriate methods.
Note 5: The evaluation includes at least the following items according to the scope:
(1) Performance evaluation on the board as a whole: at least include participation in the operation of the Company, improvement of the quality of the board of directors' decision making, composition and structure of the board of directors, election and continuing education of the directors, internal control, etc.
(2) Performance evaluation on individual directors: at least include alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education, internal control, etc.
(3) Performance evaluation on functional committees: participation in the operation of the Company, awareness of the duties of the functional committee, improvement of quality of decisions made by the functional committee, composition of the functional committee and election of its members, internal control, etc.