Governance Structure, Board of Directors & Functional Committees

Governance Structure, Board of Directors & Functional Committees

Governance Structure

Board of Directors – Responsibilities and Members

The powers and responsibilities of the Board of Directors include providing strategic direction and overseeing management.
The Board is accountable to the Company and its shareholders and exercises its authority in accordance with applicable laws and regulations, the Articles of Incorporation, resolutions of the shareholders’ meeting, and other duties prescribed by law.

Title Name Education and Experience
Chairman
(Note 1)		 Wu Yi-Wen EMBA,
National Taiwan University
  • R&D Director, Siemens Telecommunication Systems Ltd.
  • Chairperson of Taiwan Wireless Application Promotion Association
  • Chairman, Alltek Marine Electronics Corp. (Note 2)
  • Corporate Representative Director – General Life Biotechnology Co., Ltd., Yuban Technology Co., Ltd., and Alder Optomechanical Corp. (Note 2)
  • Independent Director, Loop Telecommunication International, Inc.
  • Director, Taiwan Tech 3D Co., Ltd.
Director Chen Hung-An Graduate Institute of
Electronics Engineering,
National Taiwan University of Science and Technology
  • Chief Engineer, Siemens Telecommunication Systems Ltd.
  • Director and General Manager, Alltek Marine Electronics Corp.
Director Hsieh Hung-Chang EMBA,
National Taiwan University
  • Senior Manager, Tatung Co.
  • Director (Company Representative), Alder Optomechanical Corp.
Director Representative of
Hsu-Huang
Development Co., Ltd.-
Huang Shu-Lin		 Graduate Institute of Accounting,
Fu Jen Catholic University
  • Director (Company Representative), Alltek Marine Electronics Corp.
  • Supervisor (Company Representative), Pantek Technology Corp.
Independent Director Liu Shuen-Zen Ph.D. in Accounting,
University of Pittsburgh, USA
  • Assistant Professor, University of Maryland
  • Professor and Chair, Department of Accounting, National Taiwan University
  • Professor, Department of Business Administration, Chang Gung University
Independent Director Luarn Pin Ph.D. in Industrial Engineering,
University of Wisconsin, USA
  • Professor, Department of Business Administration, National Taiwan University of Science and Technology
  • Dean, School of Management, National Taiwan University of Science and Technology
  • Independent Director, Yu Ching Metal Co., Ltd.
Independent Director Chen Chao-Yu Ph.D. in Communications Engineering,
National Tsing Hua University, Taiwan
  • Professor, Department of Electrical Engineering, National Cheng Kung University
  • Director, Institute of Computer and Communication Engineering, National Cheng Kung University

Note 1: The term of office of the Board members The term of the board is from June 12, 2026 to June 11, 2029.

Note 2: Please refer to the Annual Report for positions held in the Company’s wholly-owned subsidiaries.

Members of the Functional Committees

Title Name Sustainability
Committee		 Audit
Committee		 Compensation
Committee
Chairman Wu Yi-Wen Member
(Convener)		 – –
Director Hsieh Hung-Chang Member – –
Independent Director Liu Shuen-Zen Member Member
(Convener)		 Member
(Convener)
Independent Director Luarn Pin Member Member Member
Independent Director Chen Chao-Yu Member Member Member

Note: For information regarding the tenure terms of office and biographies of the functional committees members, please refer to the Board Members page.

Authority and Responsibilities of Functional Committees

Functional Committees Authority and Responsibility
Sustainability Committee Formulate, promote, and enhance the company’s sustainability policies, annual plans, and strategies; review and approve annual corporate sustainability plans and related proposals; evaluate the implementation progress and annual achievements of various corporate sustainability initiatives; review and approve corporate sustainability reports, and manage such other matters as prescribed by laws and regulations.
Audit Committee The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act; assessment of the effectiveness of the internal control system; the adoption of or amendments to the procedures for handling material financial or business activities involving the acquisition or disposal of assets, derivatives transactions, lending of funds to others, and endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act; matters in which a director has a personal interest; material transactions involving assets or derivatives; material loans of funds, endorsements, or guarantees; the offering, issuance, or private placement of equity-type securities; the appointment, dismissal, or remuneration of the attesting certified public accountant; the appointment or dismissal of the chief financial officer, chief accounting officer, or chief internal auditor; and other material matters prescribed by the competent authority.
Compensation Committee Review the Remuneration Committee Charter and make recommendations for amendments; establish and periodically review the performance assessment standards for directors and managerial officers, their annual and long-term performance goals, and the policies, systems, standards, and structures governing their remuneration; assess the extent to which directors and managerial officers have achieved their performance goals and, based on the results of such assessments conducted in accordance with the applicable performance assessment standards, determine their individual remuneration; and handle other matters as prescribed by laws and regulations.

Appointment of the Corporate Governance Officer

The Board of Directors has approved the appointment of the Vice President of Finance and Accounting, Sun Wei Nan as the Corporate Governance Officer, whose credentials and continuing education status are in full compliance with.

© Copyright 全科科技股份有限公司 著作權所有 All rights reserved