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Major Information


Major Resolutions of Board

 

Board Diversity Policy

 

Article 20 of ATEN’s Corporate Governance Principles specifies a diversity policy in relation to the members of the Board of Directors, stipulating that the Board should include members with different professional backgrounds, of different genders, and with different work experience, etc. All Board members are required to have a specialist background in different areas, such as finance, accounting, industry-specific expertise, etc. ATEN’s Board of Directors consists of ten directors. There are three independent directors, accounting for 30% of all directors. For further information please refer to below table and section 3.2.1director. Among all directors, Chairman , Sun-Chung Chen, and Vice Chairman, Shang-Jen Chen, are relative within the second degree of kinship, other directors are not spouse, relative within the second degree of kinship. In order to reinforce the corporate governance the number of independent directors will be increased from three members to four members. At present, female director account for 10% (1 member) of directors, and the number of female directors will be increased to 2 members in the future. The number of independent directors was increased from three members to four members at the 112th annual general meeting of shareholders.

Director Introduction

 

 

Title

Name

Experience (Education)

Chairman

Sun-Chung Chen

EMBA, Business Administration, National Taiwan University

Electronic Engineer Department, Vanung University

Factory Director, ATEN International

R&D Manager, ATEN International

Vice Chairman

Shang-Jen Chen

Bachelor, Computer Science Department, National Chiao Tung University

Director and President, ATECH Peripherals INC.

Director

Yung-Da Lin

EMBA, International Business Management, National Taiwan University

Master, Electronic Engineering Department, National Taiwan University

Bachelor, Electronic Engineering Department, National Taiwan University

Product Director, Aver Media

R&D Director, Aver media

Director

Shiu-Ta Liao

Bachelor, Business Administration Department, Feng Chia University
Supervisor, ATEN International

Director

Se-Se Chen

Kai Ping Senior High School
Supervisor, ATEN International

Director

Chen-Lin Kuo

Master, Business Management Department, New Mexico Highlands University

Bachelor, Business Department, National Taiwan University

Specialist, Tax Reform Committee, Executive Yuan

Deputy Director, Design Team, Fiscal Information Agency, Ministry of Finance

Adjunct Associate Professor, Management Sciences Department, Tamkang University

Independent Director

Wei-Jen Chu

Master, Accounting Department, National Chengchi University

PhD, Management of Jinan University in Guangzhou

Commissioner, CPA Professional Liability of Auditing Examination Committee, National Federation of CPA Associations of the R.O.C.

Chief Commissioner, Think Tank Committee, National Federation of CPA Associations of the R.O.C.

Chief Commissioner, Professional Education Committee, National Federation of CPA Associations of the R.O.C.

Executive Director, National Federation of CPA Association of the R.O.C.

Senior Partner of Candor Taiwan CPAs

Executive Director, Taipei CPA Association

Executive Supervisor, Taipei CPA Association

Commissioner, Discipline Committee, Taiwan Provincial CPA Association

Adjunct Instructor, Fu Jen Catholic University

Adjunct Instructor, Chinese Culture University

Independent Director

Chung-Jen Chen

PhD, Rensselaer Polytechnic Institute

Associate Dean, Office of Research and Development, National Taiwan University

Deputy Director, Department of Professional Education & Continuing Studies, National Taiwan University

Associate Professor, Business Administration Department, National Taiwan University

Associate Professor, Business Administration Department, National Cheng Kung University

Assistant Professor, Business Administration Department, National Cheng Kung University

Vice Engineer, CTCI

Independent Director

Chun-Chung Chen

PhD, International Business Administration, University of Texas at Dallas

Associate Professor, International Business Department, National Taiwan University

Associate Professor, International Business Department, Yuan Ze University

Assistant Professor, International Business Department , National Chi Nan University

Independent Director

Ching-Jen Chang

EMBA, Accounting and Management Decision-Making, National Taiwan University

Bachelor, Accounting Department, National Chengchi University

CPA, T N Soong & Co

CPA, Deloitte & Touche

 
 

Board Performance Evaluation

 

The company’s Board of Directors passed the Rules for Board of Directors Performance Assessments on May 5, 2021, stipulating that the Board of Directors should evaluate the performance of the board of directors at least once every year and be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years. The internal evaluation shall be conducted at the end of each year, and the performance evaluation of the current year shall be carried out in accordance with these Rules. The company completed the performance evaluation of the board of directors in January 2023, and reported the results to the Board of Directors on March 14, 2023.


 

Internal performance evaluation of the board of directors:

The 2022 performance evaluations of the board of directors were conducted via questionnaire. With ten directors completing the self-evaluation in writing separately, the final evaluation results are as follows:
Board performance evaluation: The board performance evaluation items consist of 5 elements and 45 assessment items. The evaluation results ranged from Most Excellent (5) to Excellent (4), indicating that the BOD takes responsibilities of supervising corporation strategy, major operation, and risk management, and implement internal control system. The overall operation is smooth and complies with the management requirements of the company, which effectively enhances the competency of the Board of Directors.
Individual director performance evaluation: individual director performance evaluation items consist of 6 elements and 23 assessment items. The evaluation results ranged from Most Excellent (5) to Excellent (4), indicating that directors gave the positive comments on the efficiency and effect of all items application.

 

External performance evaluation of the board of directors:

At the end of 2022, ATEN commissioned the Taiwan Corporate Governance Association (TCGA), to conduct an external assessment on the performance of the Board of Directors for the period between September 1, 2021 and August 31, 2022. TCGA dispatched two experts to assess the performance of the Board through a questionnaire and on-site inspections covering 20 indicators in 8 aspects including Board composition, leadership, authorization, oversight, communication, self-discipline, as well as internal control and risk management. The TCGA and assigned experts satisfy the criteria for independence and have no business dealings with ATEN. The assessment report was issued on November 9, 2022. The observations and recommendations made by TCGA as well as ATEN’s implementation of improvements are outlined below:

General observations:
A. Under the leadership of your chairperson, your Company has established a sound corporate culture that takes its corporate social responsibility seriously and laid the foundations for corporate sustainability. Board meetings have a relaxed atmosphere and there is close interaction as well as effective communication between Board members and between directors and the management team.
B. Your Company fully respects the opinions of independent directors and make good use of their expertise. The independent directors are also willing to perform their duty. They actively participate in important company matters such as key strategies, product positioning and risk control during Board meetings and the functional committees, and make a positive contribution.
C. The chief governance officer of your Company actively assisted the directors with the performance of their duties. In addition to updating directors on the Company’s current organization and overseas locations, new directors were also provided with a detailed introduction to manufacturing and product information. Information is volunteered to directors if they need a better understanding of certain topics during meetings.
D. Your Company’s chief auditor is familiar with company operations and the auditing department is fully staffed. The auditing plan and its implementation include clearly defined levels of risk. Internal audits are characterized by thorough preparation as well as exceeding the mandatory compliance requirements in spirit and practice, and should therefore be applauded.
E. Your Company values employee contributions to the company. Good benefits and long-term retention created a positive feedback cycle for your Company’s recruitment needs. Particularly high importance was assigned by your Company to the cultivation of talent and succession planning. The cultivation of successors has become an important KPI for managers at all levels. Your practice of encouraging internal start-ups also provide opportunities for the cultivation of executive talent.

Recommendations:
A. The diversity and independence of the Board of Directors is now increasingly emphasized in international corporate governance trends. Your Company should consider increasing the diversity of the next Board of Directors even more as the Company continues to develop.
B. Your Company has accumulated many years of practical experience in risk management. Each department also has appropriate risk assessment and response measures in place with overall oversight provided by the President’s Office. We do recommend establishing a dedicated risk management organization under the Board of Directors or at the management level. Such an organization should engage with the Board of Directors to help your Company respond to a volatile industry and business environment.
C. Your Company’s internal auditing operations are sound and your corporate culture takes internal audits seriously. As the Company has already established the Audit Committee, we recommend taking the opinion of Audit Committee members into account during evaluations of the chief auditor to further strengthen link between internal audits and the Audit Committee.

Implementation status of improvements:
A. To strengthen corporate governance, the Board of Directors is expected to increase the number of independent directors from 3 to 4. Women currently account for 10% (1 place) of the Board membership and the number of female directorships will be increased to 2.
B. A Sustainability Committee was established in 2022 to assist the Board with risk management operations and the formulation of risk management policy. The Sustainability Committee also briefs the Board on the implementation of risk management every year.
C. All members of the Company’s Audit Committee are also members of the Compensation Committee. The evaluation the chief auditor as well as the assessment/determination of compensation is already incorporated into the agenda of the Compensation Committee. The Board takes the opinions of the Compensation Committee members into account when deciding on the evaluation results and compensation.