Apacer is committed to maintaining high standards of commercial ethics, effective authority and responsibility mechanisms, and corporate governance in all aspects of work, and operates its business with responsible and honest attitude.

 

 

Board of Directors

 

 According to the company's articles of association, Apacer has 7 to 9 directors with a term of three years. The nomination system is adopted, and the shareholders' meeting selects candidates from the list of candidates and re-election is eligible.

“Corporate Governance Best Practice Principles” specifies the policy of diversification for Board of Directors. The relevant principles are disclosed in the website:
the Board of Directors have diverse professional backgrounds and experience, which help Apacer achieve the objectives of improving our business and the shareholders' benefits.

To ensure diverse formation of the Board of Directors, the members thereof consist of nine directors with rich experience in various professions, as well as three independent directors (accounting for 33.33%). The members come from professional backgrounds in business management, accounting, finance and engineering technology. With different professional backgrounds, they possess skills in accounting and financial analysis, business management, venture investment, engineering technology, leadership and decision-making that demonstrate diversity and complementarity. Such professional backgrounds and industrial experience have made it possible for us to effectively implement the above-mentioned strategies for management and future development.

Since the Company puts great emphasis on the diversity of the Board of Directors, we require that the members thereof shall possess at least three different professional backgrounds and work experience in two different industries and that at least a female director shall be appointed to achieve the management objectives for diverse formation of the Board of Directors. A female independent director (accounting for 11.11% of all the directors) joined the Board of Directors in 2018, thereby achieving the goal of board members with diverse backgrounds/experience.

 

Expertise/academic experience of Board members

Title

Name

Educational background and experience

Concurrent posts in Apacer or other companies

Chairman

Austin  Chen

Educational background and experience

  • M.B.A., Department of Management Science, National Chiao Tung University
  • Acer Inc., Vice President

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Chairman and CSO
  • Apacer Technology (BVI) Inc. Director
  • OtO Photonics Inc., Representative of Legal Person as Director
  • JoiiUp Technology Inc., Representative of Legal Person as Director
  • Darwin Precisions Corp., Independent Director 

Vice Chairman

Gibson Chen

Educational background and experience

  • PhD, Aerospace Engineering, University of California, Los Angeles, California, USA

  • Master’s in Aerospace Engineering, National Cheng Kung University

  • Bachelor’s, Department of Aeronautics and Astronautics, National Cheng Kung University
  • Most I & T Corporation, President
  • VIA Labs, Inc., Vice Sales President

  • ADATA Technology Co., Ltd., Vice President

  • Silicon Motion, Inc., Vice President

Concurrent posts in Apacer or other companies

  • Vice Chairman and General Manager of Apacer Technology Co., Ltd.
  • UD info Corp., Chairman & President
  • FM MEDIA TECHNOLOGY CO., LTD., Director
  • Killon International Limited, Chairman

Director

Teddy Lu

Educational background and experience

  • M.S. of Electrical Engineering and M.B.A., University of California
  • B.S., Department of Electro-physics, National Chiao Tung University
  • Acer Inc., Operation and Investment Management Business Section, General Manager

  • EcoLumina Technologies Inc., Director

  • Formosa21, Inc., Director
  • iD SoftCapital Inc., Director
  • Stans Foundation, Director
  • Dragon Investment Fund Co., Ltd., Director’s Representative
  • JoiiUp Technology Inc., Director

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Director
  • Cyber Power Systems, Inc., Director
  • RDC Semiconductor Co., Ltd., Director
  • YODN Lighting Corp., Director

Director

Chang Chia-Kun

Educational background and experience

  • Baruch College CUNY of M.B.A.
  • NYU Polytechnic School of M.E.E.
  • Apacer Technology Inc., President
  • Apacer Memory America Inc., President

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Director and CEO
  • Apacer Technology B.V. Director
  • Apacer Technology Japan Corp., Director
  • Apacer Electronic (Shanghai) Co., Ltd, Representative of Legal Person as Director
  • UD info Corp., Representative of Legal Person as Director

Director

George Huang

Educational background and experience

  • B.S., Department of Communications Engineering, National Chiao Tung University
  • Acer Inc., Chairman
  • Acer Inc., CFO
  • Acer Inc., Co-founder
  • PChome Online Inc., Independent Director

Concurrent posts in Apacer or other companies

  • BIONET Corp., Independent Director
  • Apacer Technology Inc., Director
  • Les enphants Co. Ltd., Director
  • Motech Industries Inc., Director

Director

 

Acer Inc., Representative of Legal Person Hui-Hsiang Chien

Educational background and experience

  • Double Bachelor’s Degree in Control Engineering and Management Science, National Chiao Tung University
  • Zenitron Corporation, Assistant Manager

Concurrent posts in Apacer or other companies

  • Acer Inc., President
  • AOPEN INC., Chairman
  • AOPEN SMARTVISION INCORPORATED, Chairman
  • Anxin Tuo Co., Ltd., Chairman

Independent Director

Max Wu

Educational background and experience

  • B.S., Department of Electronics Engineering, National Chiao Tung University
  • Acer America Corp., president
  • Hua Nan Management Consulting Co., Chairman
  • InveStar Capital, Inc., Partner
  • Spring Foundation of NCTU, Chairman

Concurrent posts in Apacer or other companies

  • Gigastone Corp., Independent Director
  • Apacer Technology Inc., Independent Director
  • Harvatek Corporation, Independent Director
  • Cruise10 Co., Ltd, Chairman
  • Birch Venture Capital, Inc., Chairman
  • YODN Lighting Corp., Director
  • Antec, Inc., Director

Independent Director

Philip Peng

Educational background and experience

  • M.B.A., Department of Business Administration, National Chengchi University
  • Acer Inc., Senior vice President/CFO

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Independent Director
  • AU Optronics Corp., Independent Director
  • Wistron Corporation, Director
  • Wistron NeWeb Corp., Director
  • Wistron ITS Corp., Director
  • ZIGONG ART SHARING CO., LTD., Director
  • Allxon Inc., Supervisor
  • Cruise10 Co., Ltd, Director
  • SmartStar Technology Inc., Chairman

Independent Director

Cathy Han

Educational background and experience

  • M.B.A., University of Connecticut
  • CDIB Capital Group, Department of Business Development, Executive Vice President
  • China Development Industrial Bank, Department of Planning, Executive Vice President
  • China Development Industrial Bank, Department of Principal Investment, Senior Vice President

Concurrent posts in Apacer or other companies

  • Wiwynn Corporation, Independent Director
  • Apacer Technology Inc., Independent Director
  • Macroblock Inc., Independent Director
  • AU Optronics Corp., Independent Director
The term of the current board of directors starts: May 31, 2024

 

Important resolutions of the board of directors

Term of the Board of Directors

Time

Proposal

 

1st meeting 

in 2022

2022.02.23
  1. Proposal for distribution of the remuneration for employees and directors in FY 2021 was adopted.
  2. The business report and self-prepared financial statements of FY 2021 were adopted.
  3. Proposal for distribution of the profit of FY 2021 was adopted.
  4. Proposal to issue the “Declaration on the Internal Control System” of FY 2021 was adopted.
  5. Proposal for transfer of the Company’s accounting officer was adopted.
  6. Proposal for amendment to the “Procedures for Acquisition or Disposal of Assets” was adopted.
  7. Proposal for amendment to the “Corporate Governance Best Practice Principles” was adopted.
  8. Proposal for amendment to the “CSR Best Practice Principles” was adopted.
  9. Proposal to convene the regular shareholders’ meeting in FY 2022 was adopted.

 

 

2nd meeting

in 2022

2022.04.19

  1. Philip Tang and Shih Wei-Ming, the CPAs of KPMG Taiwan, were commissioned to act as the CPAs of the Company’s financial statements, and the evaluation of their independence and resolution concerning their remuneration were adopted.
  2. The quarterly consolidated financial statements for the first quarter of FY 2022 were adopted.
  3. Proposal to issue common stocks through private placement for cash capital increase was adopted.
  4. Proposal for update of the matters related to the 2022 shareholders’ meeting on May 31, 2022 was adopted.
 

3rd meeting

in 2022

2022.06.02

Proposal for share exchange based on acquisition of shares of UD info Corp. by issuing new shares for capital increase as the consideration was adopted.

 

4th meeting

in 2022

2022.07.28

  1. Proposal for transfer of the Company's managers was adopted.
  2. Proposal to exempt newly appointed managers from non-compete restrictions was adopted.
  3. Proposal for adjustment of the salary for managers in FY 2022 was adopted.
  4. Proposal for amendments to the Company’s “Articles of Association of the Employee Stock Ownership Trust Management Committee” and “Regulations Governing the Management of Employee Stock Ownership Trust” was adopted.
  5. The quarterly consolidated financial statements for the second quarter of FY 2022 were adopted.

 

 

5th meeting

in 2022

2022.10.30

  1. Proposal for appointment of the Company’s corporate governance officer was adopted.
  2. Proposal for amendment to the Company’s “Articles of Association of the Remuneration Committee” was adopted.
  3. The quarterly consolidated financial statements for the third quarter of FY 2022 were adopted.
  4. The internal audit plan of FY 2023 was adopted.
 

 6th

meetin

 in 2022

2022.11.03 Proposal for issuance of new shares for cash capital increase by way of private placement was adopted.  

 7th meeting 

in 2022

2022.12.14
  1. The strategic development and operational plans of FY 2023 were adopted.
  2. Proposal for distribution of the performance bonus for managers in FY 2022 was adopted.
  3. Proposal for distribution of the employee remuneration for managers in FY 2022 was adopted.
  4. Proposal for distribution of the Employee Stock Ownership Trust for managers in FY 2023 was adopted.
  5. Proposal for amendment to the “Management Procedures for Handling Material Insider Information and Prevention of Insider Trading” was adopted.
  6. Proposal to apply for extending contracts with financial institutions concerning the credit line and transaction limit for hedging financial products in FY 2023 was adopted. 
 

1st meeting 

in  2023

2023.02.21

    1.Proposal for distribution of the remuneration for employees and directors in FY 2022 was 

       adopted.

    2.The business report and self-prepared financial statements of FY 2022 were adopted.
    3.Proposal for distribution of the profit of FY 2022 was adopted.
    4.Proposal to issue the “Declaration on the Internal Control System” of FY 2022 was adopted.
    5.Proposal to exempt the independent director, Cathy Han, from non-compete restrictions was

       adopted.
    6.Proposal for amendment to partial provisions of the “Sustainable Development Best Practice

       Principles” was adopted.
    7.Proposal for decision on the date and relevant matters of the 2023 shareholders’ meeting was

       adopted.

 

2nd meeting

in 2023

2023.04.18

1.Philip Tang and Shih Wei-Ming, the CPAs of KPMG Taiwan, were commissioned to act as the

   CPAs of the Company’s financial statements, and the evaluation of their independence,

   competency and resolution concerning their remuneration were adopted.

2. The quarterly consolidated financial statements for the first quarter of FY 2023 were adopted.
3. Proposal to issue common stocks through private placement for cash capital increase was

    adopted.
4. Proposal for establishment of the “Non-assurance Services Pre-approval Policy” was adopted.
5. Proposal for amendment to the “Corporate Governance Best Practice Principles” was adopted.
6. Proposal for update of the matters related to the 2023 shareholders’ meeting on May 29, 2023

    was adopted.

 

3rd meeting

in 2023

2023.07.27

 1.Proposal for adjustment of the salary for managers in FY 2023 was adopted.

 2.The quarterly consolidated financial statements for the second quarter of FY 2023 were adopted.

 
 

4th meeting

in 2023

2023.11.06 

 1.The quarterly consolidated financial statements for the third quarter of FY 2023 were adopted.

 2.The internal audit plan of FY 2024 was adopted.

 
 

5th meeting

in 2023

2023.12.14 

 1.The strategic development and operational plans of FY 2024 were adopted.

 2.Proposal for distribution of the performance bonus for managers in FY 2023 was adopted.

 3.Proposal for distribution of the employee remuneration for managers in FY 2023 was adopted.

 4.Proposal for distribution of the Employee Stock Ownership Trust for managers in FY 2024 was

   adopted.

 5.Proposal for amendment to the "Regulations Trading Between Corporation and Its Affiliated 

    Enterprises" was adopted.

 6.Proposal to apply for extending contracts with financial institutions concerning the credit line and

    transaction limit for hedging financial products in FY 2024 was adopted.

 

 

Board of Directors' Performance Evaluation Measures

 

The Company resolved at the ninth meeting of the eighth Board of Directors held on 12.17, 2019 to establish the “Guidelines for Evaluating the Performance of the Board of Directors”,including Period of evaluation,Scope of evaluation,Method of evaluation and Items of evaluation.

 

2023 Report on the Implementation Results of the Board of Directors' Performance Evaluation Measures

 

This performance evaluation report was reported by the board meeting on February 23,2024

 

Evaluation Items

Evaluation Result

Board Performance Evaluation (Overall)

Exceeding the standard (over 90% achievement rate)

Board Member Self-Assessment

Exceeding the standard (over 90% achievement rate)

Functional Committee Performance Evaluation (Overall)

Exceeding the standard (over 90% achievement rate)

 

 

 

 Succession planning

Apacer's director election system adopts a candidate nomination system and is accordance with the "Director Election Method". Apacer also has a policy of diversity in  board of directors in the "Corporate Governance Practice Code", which considers the diversity elements such as professional knowledge, technology, experience and gender required by director members, and will refer to the recommendations of the functional committees to propose director candidates related to appropriate arrangements for the candidates and the planning successor candidates.

 

 BODdiversification 2024.jpg (185 KB)

 Updated: 2024.5.31

  

Information on election of directors

(including independent directors)

 

Nomination and election method

According to Article 12-1 of the Apacer's articles of association: the number of independent directors among the number of directors of the company shall be three or more, and a candidate nomination system shall be adopted, and the shareholders' meeting shall select independent director candidates from the list. The profession qualifications, shareholding, part-time job restrictions, nomination and selection methods, and other matters to be followed the relevant regulations of the securities regulatory authority.

 

 

Major shareholders

Top 10 Shareholders

Number of shares held

Shareholding ratio

Phison Electronics Corp.

 12,554,580  9.75%
Acer Inc.  11,928,000  9.27%
Advantech Corporate Investment Ltd. 6,041,000 4.69%
Teddy Lu  5,699,906  4.43%
Shanlin Investment Co., Ltd. 4,000,000  3.11%
Chen, Ming-Ta  1,990,040  1.55%
Austin Chen  1,525,633  1.19%
Zhuang Zhong-Yu 1,240,000   0.96% 
George Huang  1,207,041  0.94%
Chang Cheng-Hsiung 1,200,000  0.93%

 Base Date: 2024.04.02