Major Information
- 20230314 Board of Directors resolved to convene the 2023 Annual General Shareholders' Meeting
- 20230314 Board of Directors approved 2022 consolidated financial statements
- 20230314 Board of Directors proposed the fourth quarter of 2022 dividend distribution
- 20230505 Announce the Company's 2023 Q1 consolidated financial report has been approved by the Board of Directors
- 20230505 Resolution by the board of directors not to distribute dividends for the first quarter of 2023
- 20230808 Announce the Company's 2023 Q2 consolidated financial report has been approved by the Board of Directors
- 20230808 Board of Directors proposed the second quarter of 2023 dividend distribution
- 20231107 Announce the Company's 2023 Q3 consolidated financial report has been approved by the Board of Directors
- 20231107 Resolution by the board of directors not to distribute dividends for the third quarter of 2023
- 20220308 Board of Directors resolved to convene the 2022 Annual General Shareholders' Meeting
- 20220308 Board of Directors approved 2021 consolidated financial statements
- 20220308 Board of Directors proposed the fourth quarter of 2021 dividend distribution
- 20220505 The Company reported 2022 Q1 consolidated financial statements to Board of Directors
- 20220505 Resolution by the board of directors not to distribute dividends for the first quarter of 2022
- 20220804 The Company reported 2022 Q2 consolidated financial statements to Board of Directors
- 20220804 Board of Directors proposed the second quarter of 2022 dividend distribution
- 20221103 The Company reported 2022 Q3 consolidated financial statements to Board of Directors
- 20221103 Resolution by the board of directors not to distribute dividends for the third quarter of 2022
- 20210309 Board of Directors approved 2020 consolidated financial statements
- 20210309 Board of Directors resolved to convene the 2021 Annual General Shareholders' Meeting
- 20210309 Board of Directors proposed 2020 dividend distribution
- 20210505 The Company reported 2021 Q1 consolidated financial statements to Board of Directors
- 20210505 Resolution by the board of directors not to distribute dividends for the first quarter of 2021
- 20210806 The Company reported 2021 Q2 consolidated financial statements to Board of Directors
- 20210806 Board of Directors proposed the second quarter of 2021 dividend distribution
- 20210806 The Company's Board of Directors approved to change the date of 2021 Annual Shareholders' Meeting in accordance with the instructions announced by FSC
- 20211105 The Company reported 2021 Q3 consolidated financial statements to Board of Directors
- 20211105 Resolution by the board of directors not to distribute dividends for the third quarter of 2021
- 20200310 Board of Directors resolved to convene the 2020 Annual General Shareholders' Meeting
- 20200310 Board of Directors approved 2019 consolidated and non-consolidated financial statements
- 20200310 Board of Directors proposed 2019 dividend distribution
- 20200505 Board of Directors proposed the first quarter of 2020 dividend distribution
- 20200505 The Company reported 2020 Q1 consolidated financial statements to Board of Directors
- 20200811 The Company reported 2020 Q2 consolidated financial statements to Board of Directors
- 20200811 Board of Directors proposed the second quarter of 2020 dividend distribution
- 20201110 The Company reported 2020 Q3 consolidated financial statements to Board of Directors
- 20201110 Resolution by the board of directors not to distribute dividends for the third quarter of 2020
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 |
Director | Se-Se Chen | Kai Ping Senior High School |
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.