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The Board


The Duty of Board Members

The company's board of directors shall implement business with relevant laws and regulations, the company's articles of association and resolutions of the shareholders' meeting, and guide the company's operating strategies and supervise the management level to ensure the rights and interests of the company and shareholders and pursue sustainable development of the company.

In order to establish a good governance system of the board of directors, improved supervision function and sufficiant management function, the company hasformulated the Board of Directors' Procedures , and the relevant powers should be handled in accordance with the regulations.





The Board Members

The board members, elected by shareholders,possess various professional specialties and substantial experiences. Currently,no female is in the board, and the average age of the board members is 71.
The education backgrounds andexperiences of the board members aresummarized as follow: The duties of theboard are to supervise, direct, andassign/dismiss the management, in order to ensure the operations of the Companyand create the best interests for shareholders. We have 9 board members,and they are all nominated and electedby the shareholders. For all of theboard members are professional andexperienced, they can provide valuable strategic directions for the Company' sfuture developments.
In order tostrengthen the independence anddiversity of corporate governance, wecurrently have 3 independent boardmembers despite all of them are male.
The education backgrounds and experiences of the board members aresummarized as follow:
To further understand the Disclosure of Information on Directors' Professional Qualifications and Independence of Independent Directors in 2024.


Position title Name Education Background Experience Background Current Concurrent Posts
Chairperson Chia-Chau Wu National Cheng Chi University,
Department of Business Administration		 President of Nan Ya Plastics Corp. Chairperson of Nan Ya Plastics Corp.
Chairperson of Nan Ya Tech Corp.
Director Wen-Yuan Wong University of Houston,
Graduate Institute of Industrial Engineering

University of Houston,
Graduate Institute of Chemical Engineering 		Chairperson of Chinese National Federation of Industries
Chairperson of Formosa Chemicals & Fibre Corp. 		Chairperson of Taiwan Textile Federation
Chairperson of Formosa Taffeta Corp.
Ming-Jen Tzou National Institute of Technology,
Department of Chemical Engineering 		Executive Vice President of Nan Ya Plastics Corp. President of Nan Ya Plastics Corp.
Board Member of Nan Ya Tech Corp.
Ann-De Tang National Taiwan Institute of Technology,
Department of Electrical Engineering		 Vice President of Nan Ya PCB Corp. President of Nan Ya PCB Corp.
Liang-Rey Lu National Taiwan Institute of Technology,
Department of Chemical Engineering		 Associate Vice President of Nan Ya PCB Corp. Vice President of Nan Ya PCB Corp.
Kuo-Chun Chiang National Central University,
Master's in Business Management		 Associate Vice President of Nan Ya PCB Corp. Vice President of Nan Ya PCB Corp.
Independent Director Ta-Sheng Lin Texas Southern University,
Master of Science in Chemistry		 Current Chairperson of China Electronic.
Former Supreme Advisor at PPG Industries Taiwanese Branch. 		Chairperson of CLP Investment Corp.
BoardMember of CLP Corp.
Xue-Ren Jian Massachusetts Institute of Technology,
Master of Science in Chemistry Engineering		 Chairperson at Vanguard International Semiconductor Corp. Chairperson of Fuchu Construction Corp.
Independent Director of InfoComm.
Board Member of Ultra Chip Inc.
Independent Director of IEMC.Inc.
Shui-Chi Chuang Chinese Culture University,
Master's of Science in Economics		 Director-General of the Customs Administration,Ministry of Finance
Deputy Director-General of the Customs Administration,Ministry of Finance
Chief of Taipei Customs,Customs Administration,Ministry of Finance


The Diversification and Indecency of the Board

The nomination and election of the boardmember are based on the Article of Incorporation. In addition to the evaluating the nominees' education backgrounds and experiences and referring to stakeholders, we follow the Rules of the Board Election and the 20th article of Principles of Corporate Governance to ensure the diversification among board members, regardless of genders and nationalities. The goal is set for at least five directors to have experience in the technology industry,at least five directors to have experience in two other industries, and at least five directors to possess professional abilities such as business management, leadership decision-making,industry knowledge, an international perspective, and financial analysis. Among the current nine directors, eight of nine have technology industry experience, five of nine have experience in two other industries, and eight of nine possess all the required professional abilities, there by meeting the target. The directors not only relyon the professional judgment inleadership decisions, but also equipwith extensive business management skills, diversified industry experiences or expert financial analysis skills, inorder to enhance the independence and diversity of corporate governance.
The board's diversity policy is implementedas follows:
To further understand the succession plans of the Company's board members and crucial management and qualification and independence of the board.

Name Gender Concurrent as an Employse age Seniority of Independent Board Member Fields of Expenences Professional Abilties
51-60 61-70 71-80 81-90 Under 3 years 3~9 years above 9 years Petrochemical Finance Technology Tuxtlo PC and Peripherals Construction Management Decision Making Industrial Knowledge Global Perspective Finance and Accounting
Chia-Chau Wu Male V V V V V V V V V V
Wen-Yuan Wong Male V V V V V V V V V V
Ming-Jen Tzou Male V V V V V V V V V V
Ann-De Tang Male V V V V V V V V V V
Liang-Rey Lu Male V V V V V V V V V
Kuo Chun Chiang Male V V V V V V V V V
Ta-Sheng Lin
Independent		 Male V V V V V V V V V V
Xuo-Ren Jian
Independent		 Male V V V V V V V V V V
Shui-Chi Chuang
Independent		 Male V V V V V V




Resolutions of Board Meetings

year：

Resolutions of Board Meetings in 2024

TitleDownload
The First Board Meeting in 2024
The Second Board Meeting in 2024
The Third Board Meeting in 2024
The Fourth Board Meeting in 2024
The Fifth Board Meeting in 2024


Board Member Election

The Board and Independent Director Candidate Nomination
According to the 13th code in the Article of Incorporation, the Company assigns 9 directors, including independent directors,who are elected through the candidate nomination and by shareholders,can be re-elected.

The Election for Board and Independent Directors in the Shareholder Meeting in 2023
The Announcement of the period of accepting the boardand independent director nomination:

  • According to the code of 192-1 in Company Act and the Company's Board Members Election Rules, the announcement of the regular shareholders' meeting on March 7, 2024. The adoption of a candidate nomination system for the election of directors (including independent directors) is stated that the current election of directors and independent directors will be based on a candidate nomination system. Shareholders who issue more than 1% of the total number of shares can submit the candidates list for directors (including independent directors) to the company via hard copies.
  • The shareholder who wants to nominate as director should submit the name, education and work experience of the nominee from March 20 to March 29, 2023. Meanwhile, serving as an independent director of the company for three consecutive terms and the reasons for the nomination is required. Independent directors shall also attach supporting documents such as a declaration of professional qualifications, independence, and part-time restrictions. Documents must send by registered mail to the Company's Equity Affairs Department. Address: No. 210, Dunhua N. Rd., Songshan Dist., Taipei City (Starting from October 16,2023, the new address will be: 10F., No. 380, Sec. 6, Nanjing E. Rd., Neihu Dist., Taipei City), Tel: 02-27189898.


The Announcement of the Acceptance for the Directors and Independent Directors Nomination Period
The Board of Directors approved the list of candidates on April 12, 2023:
  • During the period of the announcement acceptance, from March 20 to March 29, 2023, the company's corporate director, NanYa Plastics Industry Co., Ltd, proposed a list of 9 candidates for directors (including independent directors).
  • The second board meeting in 2023 was held on April 12, 2023 to review the candidates proposed by the aforementioned corporate shareholders. During the announcement acceptance period, the aforementioned jointly nominated shareholders proposed candidates with the same number of directors (including independent directors) to be elected this time. A list of candidates whose joint shareholdings reached more than 1% on March 25, 2023, the same date when the stock transfer was closed. The candidate's name, education and work experience should be stated in the nomination letter.
  • The information submitted by the 9 nominees all complies with the provisions of Code 192-1 of the Company Law and Article 13 of the Company's Articles of Association. They are all included in the list of candidates for directors (including independent directors) at the 2023 regular meeting of shareholders. Announcement has been released to the public according to the law on April 12, 2023.


The Qualification Review of the Board and Independent Directors
  • During the accepting period, no shareholders who own more than 1% of the Company's shareshanded in nomination lists. Therefore, the 9 nominees from the the board meeting on March 18th 2020 were entering the directors and independent directors list of the Company's 2020 Shareholder Meeting. It has been announced on April 6th 2020.



The Status of Communication with Independent Board Member

The Status of Communication between Independent Directors and Accountants:
  • At least once a year the Company discussed with accountants about the financial status,operation, and internal auditing of the Company and the domestic or overseas subsidiaries, and reported to the independent directors. The communication was sufficient toward the influences from adjustments inentries or amendments in laws. If necessary,whenever the meeting can be held.
  • Inspectors appointed accountants to reviewthe statements compiled and submitted by the board, and issued the auditing report required by the law.


The Status of Communication between Independent Directors and Superiors of Internal Auditing:
  • The development and amendment of implementation rules for internal control and auditing of the Company.
  • The auditing of the effectiveness of the Company's internal control systems.(Issuing statements)
  • The Auditing Department of the Company periodically issued internal auditing reports and submitted them to independent directors to review.
  • Before the end of every fiscal year, the Auditing Department submitted internal auditing plans for the next year to the board for approval.
  • Independent directors at least once aquarter had a meeting with the superiors of internal auditing to communicate and issuereports toward the status of internal auditing and control implementation in the Company. If necessary, whenever the meetingcan be held.


The Summaries of the independent Communication Status among Independent Directors,Accountants, and Superiors of InternalAuditing:
Date Channel Participants Object Result
2023.11.2 Communication Meeting Xue-Ren Jian
(Independent Board Member)
Ta-Sheng Lin
(Independent Board Member)
Shui-Chi Chuang
(Independent Board Member)
Guo-Jun Ai
(Internal Auditing Supervisors)
Huei-Jhih Kou
(Accountant) 		2023 Q3 Financial Report Comments and other communication matters Adequate
The aspects to be improved in the internal reports from January ~ September 2023. Adequate
The 2024 internal auditing planreport Adequate


The Summaries of the Communication Status among Independent Directors,Accountants, and Superiors of Internal Auditing:
Date Channel Communication Target Object Result
2023.2.24 Audit Committee Accountants The explanation for the opinion and communication of the 2022 financial reports Pass
2023.2.24 Audit Committee Internal Auditing Superiors The 2022 proposition of internal control system declaration Pass
2023.2.24 Board Meeting Internal Auditing Superiors November and December 2022 auditing plan implementation status report Adequate
2023.2.24 Board Meeting Internal Auditing Superiors The 2022 proposition of internal control system declaration Pass
2023.4.12 Audit Committee Internal Auditing Superiors Request approval from the regular shareholders meeting to lift directors' non-competition restrictions Pass
2023.4.12 Board Meeting Internal Auditing Superiors January and Febuary 2023 auditing plan implementation status report Understood
2023.4.12 Board Meeting Internal Auditing Superiors Request approval from the regular shareholders meeting to lift directors' non-competition restrictions Pass
2023.5.4 Pre-meeting Internal Auditing Superiors 2022 Corporate Governance Assessment Results Report Understood
2023.5.4 Audit Committee Accountants The explanation for the opinion and communication of the 2023 Q1 financial reports Pass
2023.5.4 Audit Committee Internal Auditing Superiors Revised "Internal Control System" and "Internal Audit Implementation Rules" Pass
2023.5.4 Board Meeting Internal Auditing Superiors March 2023 auditing plan implementation status report Understood
2023.5.4 Board Meeting Internal Auditing Superiors Revised "Internal Control System" and "Internal Audit Implementation Rules" Pass
2023.5.23 Board Meeting Internal Auditing Superiors 2022 Improvement of internal control system deficiencies and abnormal status report Understood
2023.8.3 Audit Committee Accountants The explanation for the opinion and communication of the 2023 H1 financial reports Pass
2023.8.3 Board Meeting Assistant Internal Auditing Superiors 2023 Q2 auditing plan implementation status report Understood
2023.11.2 Board Meeting Internal Auditing Superiors 2023 Q3 auditing plan implementation status report Understood
2023.11.2 Board Meeting Internal Auditing Superiors Formulate the 2024 internal audit plan Pass


Board Assessment

To implement corporate governance and enhance the function of the board of directors, the board of directors of the company passed the "Board of DirectorsPerformance Evaluation" on August 10th,2020,specifying that the internal performance evaluation of the board ofdirectors should be carried out every year. The evaluation scope includes the overall board of directors, individual directors and functional Committee. The company has implemented relevant performance evaluations in 2024, and reported to the board of directors on November 5th.
To learn more about the Nanya PCB 2024 annual performance evaluation results.



The Subjects of the Assessment

  1. The board.
  2. Board members.
  3. The audit committee.
  4. The compensation committee.
  5. Sustainable Development Committee.


The Method

The assessment is conducted in the form of self assessment survey.The result of the assessment will bereported to the board as a reference for further improvements.



The Period and frequency of the Assessment

The assessment is conducted once per year. The assessment period is from October 1st this year to September 30th next year.



The Performance Indicators of the Assessment

The performance indicators of the board include:

  1. The level of the participation in the corporate operations.
  2. The quality of the resolution of the board.
  3. The composition and structure of the board.
  4. The election of the members and their continuous advanced study.
  5. Internal control.

The performance indicators of the board member include:

  1. The knowledge of the targetand task of the company.
  2. The perception of theresponsibility of a board member.
  3. The level of the participation in the corporate operations.
  4. Internal relationship building and communicating.
  5. Specialty and advanced study of a board member.
  6. Internal control.

The performance indicators of the audit committee include:

  1. The perception of the responsibility of a board member.
  2. The perception of the responsibility of an audit committee member.
  3. The quality of the resolution of the audit committee.
  4. The composition and election of the audit committee.
  5. Internal control.

The performance indicators of the compensation committee include:

  1. The level of the participation in the corporate operations.
  2. The perception of the responsibility of acompensation committee member.
  3. The quality of the resolution of the compensation committee.
  4. The composition and election of the compensation committee.
  5. Internal control.

The measurement of the company's sustainable development committee include:

  1. The degree of participation in the company's operations.
  2. Responsibilities of the Sustainable Development Committee.
  3. Improve the decision-making quality of the Sustainable Development Committee.
  4. Composition and selection of members of the Sustainable Development Committee.
  5. Internal control.