Operations of the BOD
Operations of the Board of Directors
In the most recent fiscal year, the Board of Directors have held 7 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 |
7 |
0 |
100 |
|
|
Director |
Huang, Wei-Jin |
5 |
0 |
71 |
|
|
Director |
Lin, Pi-Chi |
5 |
0 |
71 |
|
|
Director |
Tung, Hsiao-Hung |
6 |
0 |
86 |
|
|
Director |
Tseng, Wen-Yu |
7 |
0 |
100 |
|
|
Director |
Lai, Hwei-Shan |
7 |
0 |
100 |
|
|
Independent Director |
Chen, Hsiang-Sheng |
7 |
0 |
100 |
|
|
Independent Director |
Chen, Shi-Shu |
6 |
1 |
86 |
|
|
Independent Director |
Hsu, Sung-Tsai |
7 |
0 |
100 |
|
Important resolutions of the board of directors
|
Date |
Meeting |
Proposal |
Resolution and Execution |
|
Jan. 12, 2022 |
First Meeting in 2022 |
1. Business Plan and Budget for 2022. |
Approved with no objection from all directors and independent directors. |
|
2. Appointment and Independence Assessment of the Company's CPAs for 2022. |
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. Amendments of Internal Control and of Internal Regulation in the Company and its Subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.”. |
Approved with no objection from all directors and independent directors. |
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|
Mar. 14, 2022 |
Second Meeting in 2022 |
1. Business Report and Financial Statements for 2021. |
Approved with no objection from all directors and independent directors. |
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2. Proposal for Distribution of 2021 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 2021. |
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 2021. |
Approved with no objection from all directors and independent directors. |
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5. Amendment of the Operational Procedures for Acquisition and Disposal of Assets. |
Approved with no objection from all directors and independent directors. |
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6. Matters related to the 2022 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. Directors & Officers Liability Insurance Policy. |
Approved with no objection from all directors and independent directors. |
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|
May 11, 2022 |
Third Meeting in 2022 |
1. Consolidated financial statements for the first quarter of 2022. |
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. 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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4. Shareholder Loan Application of US$ 8 Million to the Company by Draco PCB Public Company Limited. |
Approved with no objection from all directors and independent directors. |
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5. The Company’s Guarantee for the short-term credit line of US$ 16 million by ANZ for Draco PCB Public Company Limited. |
Approved with no objection from all directors and independent directors. |
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|
Jul. 8, 2022 |
Fourth Meeting in 2022 |
1. Relevant Matters of the 2022 Cash Dividend Distribution such as the Ex-Dividend Date. |
Approved with no objection from all directors and independent directors. |
|
2. Establishment of the " Operational Procedures for Endorsements and Guarantees" in the Company‘s subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.”. |
Approved with no objection from all directors and independent directors. |
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|
3. Agreement on the Company‘s subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.” 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 with regard to appointing Mr. Alan Hwang as the CEO. |
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|
4. 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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|
5. The Company’s Guarantee for the one-year short-term credit line of US$ 20 million for its subsidiary “Draco PCB Public Company Limited.” to finance Draco’s business in import and export. |
Approved with no objection from all directors and independent directors. |
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|
Aug. 10, 2022 |
Fifth Meeting in 2022 |
1. Consolidated financial statements for the second quarter of 2022. |
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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|
Sep. 23, 2022 |
Sixth Meeting in 2022 |
1. Establishment of the “Procedures for Ethical Management and Guidelines for Conduct” in the Company and its Subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.”. |
Approved with no objection from all directors and independent directors. |
|
2. Application for retirement of Mr. Charlie Tseng, CEO of the Company‘s subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.”. |
Approved with no objection from all directors and independent directors. |
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|
Nov. 9, 2022 |
Seventh Meeting in 2022 |
1. Consolidated financial statements for the third quarter of 2022. |
Approved with no objection from all directors and independent directors. |
|
2. Loan Renewal of US$ 10 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. Establishment of the “Procedures for Disclosure of Material Information”. |
Approved with no objection from all directors and independent directors. |
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4. Establishment of the “Operational Procedures for Preparation and Certification of the Sustainability Report”. |
Approved with no objection from all directors and independent directors. |
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5. Amendments of the “Operational Procedures on Transactions between the Company, its Affiliated Enterprise, Specified Companies and Related Parties”. |
Approved with no objection from all directors and independent directors. |
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|
6. Amendments of the “Measures for Sexual Harassment Prevention and Related Disciplinary and Appeal System". |
Approved with no objection from all directors and independent directors. |
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7. Ratification of Amendments in 2022 of Regulations and Procedures on Operations for the Company. |
Approved with no objection from all directors and independent directors. |
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8. Ratification of Amendments in 2022 of Regulations and Procedures on Operations for the Company‘s subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.”. |
Approved with no objection from all directors and independent directors. |
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9. Approval of the 2023 Annual Audit Plan. |
Approved with no objection from all directors and independent directors. |
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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 Worker and Worker 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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|
Mar. 13, 2023 |
Third Meeting in 2023 |
9. Matters related to Acceptance of Shareholders' Proposals. |
Approved with no objection from all directors and independent directors. |
|
Mar. 13, 2023 |
Third Meeting in 2023 |
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. |
|
Mar. 13, 2023 |
Third Meeting in 2023 |
11. Amendments of Internal Control and of Internal Regulation. |
Approved with no objection from all directors and independent directors. |
|
Mar. 13, 2023 |
Third Meeting in 2023 |
12. Release of the obligation borne by the Company‘s subsidiary “Chin-Poon (Changshu) Electronics Co., Ltd.” 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. |
|
Mar. 13, 2023 |
Third Meeting in 2023 |
13. 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. 12, 2022 |
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 his/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. 14, 2022 |
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. |
|
Jan. 10, 2023 |
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. |
|
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. |
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, 2022 to December 31, 2022 |
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. |
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, 2022 to December 31, 2022.
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.