Board of Directors
To achieve good corporate governance, the main duties of M3tek’s Board of Directors are including:
♦ Stipulating an effective and appropriate internal control system
♦ Selecting and supervising senior management
♦ Reviewing the company’s management policies and business plan
♦ Supervising and handling any risks the company encounters
♦ Ensuring the company complies with relevant laws and regulations
♦ Planning the company’s future development
♦ Ensuring the company meets its social obligations
♦ Appointing certified public accountants
Biographies
| Title | Name | Elected Date | Education and Past Experiences |
|
Chairman |
AP Memory Technology Corporation Representative: Wen-Liang Chen |
Jan-31-2024 |
♦ Ph.D. in Applied Physics, Yale University, USA |
|
Director |
Chang-Yong Chen |
May-24-2023 |
♦ Master, Electrical Engineering, University of California, Berkeley, USA |
|
Director |
David Da Meng |
May-24-2023 |
♦ Master, Electrical Engineering, Uiversity of New Mexico , USA |
|
Director |
ITE Tech Inc. Representative: Hsiu-Che Lin |
May-24-2023 |
♦ Master of Computer Science, Cornell University |
|
Independent Director |
Zhi-Feng Jiang |
May-24-2023 |
♦ Bachelor of Department of Accounting, Tamkang University |
|
Independent Director |
Zu-Ming Bi |
May-24-2023 |
♦ Master of Department of Finance, National Sun Yat-sen University |
|
Independent Director |
Hsieh-Ju Peng |
May-24-2023 |
♦ Master of Business Administration, National Chiao Tung University |
Board of Director's Self-Assessment of Performance
The Board approved rules for “Board of Directors Self-Assessment of Performance”, all Board Directors annually assess the functioning of the Board, and should be evaluated by an external professional independent institution or an external team of experts at least once every three years.
| Frequency of evaluation | Period for evaluation | Scope of evaluation | Method of evaluation | Content of evaluation |
| Implement once a year | From Jan 1, 2023 to Dec 31, 2023 |
1.Board of Directors and Individual Board Members |
Self-evaluation |
Note 1 & Note 2 |
| Implement once every three years | From Jan 1, 2023 to Dec 31, 2023 |
Board of Directors | External expert evaluation | Note 3 |
Note 1: Board of directors performance evaluation: It includes the aspects of participation level in company’s operation, increase of decision making quality of board of directors, composition and structure of the board of directors. Election and continuing education of directors, and internal control.
Board member performance evaluation: It includes the aspects of understanding of the objectives and missions of the Company, understanding of responsibilities and authorities of the director, level of participation in the operation of the Company, internal relationship management and communication, expertise and continuing education of director, and internal control.
Audit Committee performance evaluation: It includes the aspects of level of participation in the operation of the Company, understanding of responsibilities and authorities of the functional committee, improvement of decision making quality of the functional committee, composition of the functional committee and its member selection, and internal control.
Compensation Committee performance evaluation: It includes the aspects of level of participation in the operation of the Company, understanding of responsibilities and authorities of the functional committee, improvement of decision making quality of the functional committee, and composition of the functional committee and its member selection.
Note 2: The evaluation results of the board of directors, individual board members, Audit Committee and Compensation Committee for 2023 indicated “Excellent” and “Excellent” and “Excellent” and “Excellent”respectively.
Note3: In August 2023, our company commissioned an external organization, Taiwan Corporate Governance Association, to conduct the Board of Directors' performance evaluation for the fiscal year 2023 (2023.01.01~2023.12.31). Taiwan Corporate Governance Association is an independent and professional institution for the evaluation of board performance, and neither the institution nor its evaluators have any business transactions with our company. The institution appointed four evaluation experts (Executive Committee Member and Convener Mr. Chen-Tu Liu, Executive Committee Member Ms. Yu-Hui Su, Chief Evaluator Ms. Yi-Fang Tsai, and Evaluation Officer Ms. Yi-Ching Sung) to assess eight major aspects including the composition of the Board of Directors, guidance by the Board, authority of the Board, oversight by the Board, communication within the Board, internal control and risk management, self-regulation of the Board, and others. The evaluation was conducted through online open-ended questionnaires and video interviews (with the Chairman of the Board, CEO, Audit Committee Convener, Remuneration Committee Convener, Corporate Governance Officer, and Internal Audit Director) and the evaluation report was submitted on Jan 23, 2024. The company reported the results at the Board meeting on Feb 29, 2024, and sought improvements. The overall evaluation, recommendations, and the company's improvement measures are as follows:
Overall Evaluation:
1.Company's Board of Directors operates in an open and enlightened atmosphere. The Chairman values a culture of brainstorming and fully respects the opinions of board members. Through various occasions (including breakfast meetings), the Chairman communicates with directors and builds consensus, thereby enhancing the efficiency of board meetings.
2.Board of Directors consists of seven members, including three independent di-rectors, with expertise in the semiconductor industry, electronics, business man-agement, and financial accounting, among other fields. The Board has a diverse set of talents, aligning with the company's operational development needs. The independent directors have a clear understanding of the company's medium and long-term positioning and goals and share considerable consensus with the management team, effectively playing their advisory and supervisory roles.
3.In response to changes in the industry environment and the company's develop-ment needs, Remuneration Committee focuses on issues related to talent training and retention, providing timely and appropriate advice to the company. It reminds the company to thoroughly examine its compensation systems and response policies, fully exercising the functions of the Compensation Committee.
Recommendations and the Company's Improvement Measures:
| Unit | Recommendations | Company's Improvement Measures |
| 1 | Diversity in directors' expertise and gender is a trend towards good corporate governance development. Currently, all members of the Company's board are male. It is recommended that when appointing new directors, consideration should be given to hiring female directors to enhance the diversity of the board. In addition, it is suggested that your company could further implement an "Orientation Program for New Directors" (for example: providing essential documents, arranging someone to brief on the company overview and industry trends, organizing site visits, and discussions with key management personnel, etc.) to help new directors quickly grasp the company's operational status and facilitate their fulfillment of directorial duties. | The process of selecting female director candidates for our company takes into account the specific needs of the company's industry, professionalism, and corporate governance. We are currently in search of suitable candidates. The timeline for this process will comply with legal requirements, and we aim to achieve this by the term of the seventh Board of Directors (05/2026-05/2029). |
| 2 | It is recommended that the Company consider establishing a "Sustainable Development Committee" under the board level, with the Board of Directors overseeing the coordination of corporate social responsibility, the direction of sustainable development, and the supervision of specific implementation plans. This is to enhance the communication and execution synergy among various units of the Company concerning strategies and actions related to corporate sustainability and social responsibility. | It is planned to establish a " Sustainable Development Committee" during the tenure of the 7th Board of Directors. |
| 3 | The Company has established the "Salary and Compensation Measures for Directors and Managers," which collectively regulate the compensation structure for the Board of Directors, members of functional committees, and managers. However, given the differences in roles, responsibilities, and evaluations between directors and managers, it is recommended that the Company consider the feasibility of separately regulating the performance assessments and compensation systems for directors and managers. | The company will separately establish salary and compensation measures in 2024, based on the differences in responsibilities, performance evaluations, and compensation systems for directors and managers. |
| 4 | The Company's website currently discloses a whistleblowing mailbox managed by the audit director. It is recommended that the whistleblowing mailbox set up bythe Company should also be accessible by independent directors (or the Audit Committee) simultaneously when receiving reports, to further strengthen the functionality of the whistleblower mechanism. | Considering information security and to prevent the leakage of critical information, the Company plans to establish an independent director's email account within the internal operational environment in 2024, which can simultaneously receive whistleblower emails. |
Note 4: The results of the above internal self-assessment and external expert evaluation were reported at the Board of Directors meeting on Feb 29, 2024.