Corporate Governance
- Members
- Board of Directors and Functional Committee Performance Evaluation
- Nominated and Elected
- Important Resolutions
- Integrity management
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
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 Supervisor, Asmeditron Inc. |
Independent Director |
James Hou |
Master, Information Science, Ohio State University |
Independent |
Ker-Jer Huang |
PhD, Department of Power Machinery, Tsing Hua University
Energy Resources International Co. Ltd |
Independent |
Yu-Hsia Chan |
|
[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 |
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 |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Ker-Jer Huang |
male |
ˇ |
○ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
Yu-Hsia Chan |
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:
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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.
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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
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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. |
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. |
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. |
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. |
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.