Corporate Governance


Membership list of the 10th Board of Directors

Term of office:2024/5/29-2027/5/28
Position Name Mainly Education and Current position

Chairman

Jeffrey Lin
Electrical Engineering, National Tsing Hua University

Chief Technology Officer, Solid State System Co., Ltd.
Director Kioxia Corporation
Representative: Hatanaka Kojiro

Department of Electrical Engineering and Computer Science, School of Engineering, Kyushu University


Memory Division NAND System Engineering Dept.

Director Senior Manager

Director Tim Hu

Master(EECS), University of Missouri, Columbia

President, Solid State System Co., Ltd.

Independent
Director
Cheermore Huang

Master, Institute of Electrical Engineering, National Tsing Hua University 

Director, INT TECH (HK) Co., Ltd.

Supervisor, Asmeditron Inc.

Independent 
Director, 
Innolux Corporation

Independent
Director
James Hou 

Master, Information Science, Ohio State University
Master, Department of Computer Science,National Tsing Hua University

Chairman, 94BOT Co., Ltd.
Chairman, Bo Ku Network Co., Ltd.

Independent
Director

 Ker-Jer Huang 
PhD, Department of Power Machinery, Tsing Hua University

Energy Resources International Co. Ltd

Independent
Director

Yu-Hsia Chan 
Accounting Institute, Soochow University 

Director of Finance, 
Authenx Inc. 

[Board Member Diversity Policy and Achievements]

1. Diversity Policy for Board Members

Solid State System Co., Ltd. has established a comprehensive "Director Election Procedure" to guide the selection and appointment of its board members. This procedure, especially outlined in Article 2, emphasizes that directors must possess a broad range of essential knowledge, skills, and competencies required for their roles. To achieve the ideal objectives of corporate governance, the board as a whole should collectively exhibit the following capabilities:

  (1) Operational Judgment Capabilities.
  (2) Accounting and Financial Analysis
 Capabilities.
  (3) Management Skills Capabilities.
  (4) Crisis Management Capabilities.
  (5) Industry knowledge.
  (6) Global Market Perspective.
  (7) Leadership Ability.
  (8) Decision-Making Ability.

2.Implementation of Board Member Diversity Policy

Diversity Goals Status
Independent Directors Constituting More Than Half of the Board  Achieved
 Limiting Directors Serving as Company Managers to Less Than One-Third of the Board Seats  Achieved
At Least Two Female Directors on the Board   Not Achieved


Tenure of Independent Directors

 Name  Less than 3 Years  3 to 9 Years  More than 9 Years
 Cheermore Huang      
 James Hou       
 Ker-Jer Huang       
 Yu-Hsia Chan      

 

 Diversified projects                              

Name

gender

Operational Judgment Capabilities

Accounting and Financial Analysis Capabilities

Management Skills Capabilities

Crisis Management Capabilities

Industry knowledge

Global Market Perspective

Leadership Ability

Decision-Making Ability

Jeffrey Lin

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

Kioxia Corporation
Representative:KOJIRO HATANAKA

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

Tim Hu

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

Cheermore Huang (Independent)

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

James Hou
(Independent)

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

Ker-Jer Huang 
(Independent)

male

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

Yu-Hsia Chan 
(Independent)

female

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

ˇ

 Note: ○ Indicates Partial Ability

Board Succession Plan and Operations

(1) The company's "Articles of Incorporation" stipulate a comprehensive system of nominating candidates for directors. The "Corporate Governance Practices" and "Director Election Procedures" specify that the composition of the board of directors should consider diversification, tailored to the company's operations, business type, and developmental needs. This includes standards such as fundamental values, professional knowledge, and skills.

(2) The company continues to implement a director succession plan, establishing a database of potential directors based on the following criteria:

  1. Integrity, responsibility, innovation, and decision-making skills that align with the company's core values and contribute to effective management.Industry experience relevant to the company's business operations.

  2. Anticipated contributions to maintaining an effective, collaborative, diversified board that meets the company's needs. The overall board expertise should encompass corporate strategy, accounting and taxation, finance, law, administration, and production management. The selection process for director candidates must comply with qualification reviews and relevant regulations to ensure effective identification and selection of suitable new directors when board vacancies arise or expansion is planned.

(3)The company also defines the "Board Performance Evaluation Methods" to assess various aspects such as control of company goals and tasks, understanding of responsibilities, participation in operations, management of internal relationships and communication, professional skills and development, internal controls, and specific opinions expressed. This evaluation aims to confirm the effective functioning of the board and assess director performance, serving as a reference for future director selections.

Succession Plan and Operation for Key Management

Our company's succession plan for key management focuses on cultivating a talent pool, identifying high-potential employees, and establishing comprehensive education and training systems and promotion pathways. We provide continuous improvement and development opportunities to meet future demands for succession in key management roles.

The training model for successors in our company's key management spans three main modules: managerial skills, professional capabilities, and personal development plans. Through specialized training, participants integrate and apply their skills to cultivate decision-making abilities. Training records are logged in individual training logs by the Human Resources Department to track employee development progress.

Key management positions in our company are held by executives at the department head level and above. Management layers are structured according to organizational hierarchy, with each department having senior and mid-level managers. We timely groom mid-level managers to serve as substitutes for senior executives. Additionally, an annual employee performance review assesses performance through daily observations and evaluations, identifying areas for improvement and aligning personal expectations with succession planning considerations.

Performance Evaluation of Board of Directors and Functional Committees

The company conducts annual self-assessments of the Board of Directors and functional committees based on the internally established "Board Performance Evaluation Method." The evaluation scope includes the overall operation of the Board of Directors and functional committees, as well as self-assessments by all directors. The evaluation for the year 2023 has been submitted to the Board of Directors as of February 22, 2024.

1.The Board of Directors fulfills its management responsibilities according to corporate governance norms, engages in thorough discussions and communications, and makes decisions in the best interest of the company. All directors, including independent directors, have positively evaluated the efficiency and effectiveness of the Board's operations.

2.The Audit Committee operates effectively under its authority and corporate governance norms. All independent directors have given positive evaluations regarding the efficiency and effectiveness of the Audit Committee's operations.

3.Members of the Compensation Committee have generally given positive evaluations of its efficiency and effectiveness. They recognize the committee's proper functioning and compliance with relevant regulations.


Evaluation Period: January 1, 2023 to December 31, 2023


No


Evaluation Method


Evaluation Scope


Evaluation Content


Evaluation Result

1

Internal Self assessment of the Board of Directors

Overall Board of Directors

Includes participation in company operations, enhancing decision-making quality, board composition and structure, directors' continuous education, and internal control.

Total score of 94 points.

The assessment indicates a high score, signifying good operational performance of the Board of Directors.

2

Self-assessment by Individual Directors

Individual board members

Includes grasp of company goals and missions, awareness of director responsibilities, participation in company operations, management of internal relationships and communication, professional development and continuous education of directors, and internal control.

Average score of 92 points.

The assessment indicates a high score, reflecting positive evaluations by directors across various assessment criteria.

3

Functional Committees

Audit Committee

Participation in company operations, recognition of committee responsibilities, enhancing decision-making quality of the committee, committee composition and member selection, and internal control.

Average score of 97 points.

The assessment indicates a high score, demonstrating good operational performance of the Audit Committee.

4

Functional Committees

Compensation Committee

Participation in company operations, recognition of committee responsibilities, enhancing decision-making quality of the committee, committee composition and member selection.

Average score of 97 points.

The assessment indicates a high score, indicating good operational performance of the Compensation Committee.


 

Process for the Election of Directors and Independent Directors

 

The board of directors decides on the date of the shareholders’ meeting

 
   
 Before the Shareholders' Meeting Suspension of Stock Transfer, announce the period for accepting nominations of candidates for directors and independent directors, the number of positions to be filled, the place of acceptance, and other necessary matters.

(In accordance with relevant announcements under Article 172-1, Article 192-1, and Article 216-1 of the Company Act)

Nomination of Candidates Application Form

   
 Financial Department verifies relevant documents of the candidates.
Director and Independent Director Candidate Checklists

 
   
 Corporate Governance Officer reports the verification results to the Board for resolution.  
   
 Corporate Governance Officer notifies the nominating shareholders of the results
of whether their nominees are included in the candidate list.
 
   
 Shareholders' Meeting conducts the election. Report on Matters Concerning the Election of Directors and Independent Directors
 

 

 
 
 Date Download 
2023.12.30  
2023.12.21  
2023.11.02  
2023.08.03  
2023.05.04  
2023.02.23  
2022.12.22
2022.11.03  
2022.08.04  
2022.05.05  
2022.03.03  
2021.12.16  
2021.11.04   
2021.08.18  
2021.08.10   

Implementation of Integrity Management in 2023
1. To engage in business activities based on the principles of fairness, honesty, trustworthiness, and transparency. In order to implement the integrity management policy and actively prevent dishonest behaviors, the company has formulated the "Integrity Management Code".
2. The company has "work rules", in addition to clearly stipulating that all employees must be honest in their words and deeds, and must not accept bribes to prevent employees from harming the company's rights and interests due to their personal interests, there are also  channels for communicating opinions with colleagues and procedures for handling complaints.
3. The company’s "Rules of Procedures of the Board of Directors" has a system for avoiding the interests of directors. If the proposals listed by the board of directors have an interest in the board of directors and the legal person they represent, which may harm the interests of the company, they may state their opinions and answer inquiries. Must not participate in discussion and voting, and should be avoided during discussion and voting, and may not act for other directors to exercise their voting rights.
4. The company's business units and purchasing units respectively conduct credit investigations on customers and manage the service quality of suppliers in accordance with internal operating procedures.
5. The company has established an effective accounting system and internal control system to ensure the implementation of integrity management; the company’s financial statements have been entrusted with an accountant to check and issue a visa report; the internal control system has internal auditors to regularly check its compliance and follow Report quarterly to the audit committee and the board of directors.

6. The company’s daily business pays attention to the implementation of the principle of integrity by all employees, and plans the "Information Environment and Information Security Advocacy" course in the company’s newcomer training courses, emphasizing that tangible information equipment and intangible information assets should be properly handled Keep and keep confidential to avoid leaking company secrets. It also implements "Inside Trading Promotion" every year, and it is not allowed to use undisclosed information to engage in insider trading, nor to disclose it to others. 2023.12.28 Announcing the promotion of "inside trading" to all employees.  In addition, for the first time every year, the director regularly Promote insider trading and report to the board of directors the execution of the internal material information processing procedures.

 

7. Stakeholders can report or appeal through the  telephone or email of each contact window in the "Stakeholder Area" on the company's website. After the company receives an appeal case, it shall investigate the facts and report it to the company's dedicated unit, communicate with the parties as soon as possible, and inform the handling results or handling methods and progress. If the complainant is dissatisfied with the result of the settlement, he may file a complaint again when receiving the relevant reply from the company, and submit a new reason or new evidence to apply for a review. The parties to the complaint and the handling personnel shall keep the investigation process and related information confidential, and shall not release it without authorization, and the company shall properly store the relevant information and protect the complainant from any retaliation or other unfavorable  treatment. The parties involved in the outflow of the case that cannot be kept confidential will be discussed and dealt with in accordance with relevant regulations.
8. Overall, the company has formulated the "Code of Integrity Management" and publicly  disclosed it on the company website and public information observatory. Through internal education, training and publicity, internal  and external personnel can clearly understand the company’s integrity management. related policy. Therefore, under the provisions of  the "Code of Integrity Management" that clearly regulates and prohibits various business activities, the company did not directly or  indirectly provide, receive, promise or request any improper benefits, or engage in other violations of integrity, illegality or violations. The act of fiduciary duty.