Corporate Governance

Corporate Governance Structure

 


 

Operations of Corporate Governance

 

 

Board Directors

 

Title  

 Name Experience (Education) Current Position in the Company and Other Companies
Chairman Otsuka Corp.
Representative:Hironobu Tsurumi		 Kokugakuin University,
Department of Economics
  1. Director of Otsuka Corp.
  2. Managing Director of Otsuka Corp.
  3. President of Otsuka Information Trading Ltd. (Shanghai)
Director Otsuka Corp.
Representative:Hideyuki Aoki		 Department of Education of
Waseda University
  1. Deputy Manager of Corporate Planning Office of Otsuka Corp.
Director Akio Tamehiro Dokkyo  University,
Department of Law
  1. Chairman and General Manager of Noah International Taiwan Corp.
  2. Chairman of Noah Information Technology Taiwan Corp.
Director Kuo, Yi-Long National Kaohsiung University of
Science and Technology,
Industrial Engineering and
Management Department 
  1. General Manager of the Company
  2. Director of Otsuka Information Technology Ltd.
  3. Director and General Manager of Otsuka Software Trading Corp. in Dongguan
  4. Director and General Manager of Oitc Information Technology Corp. in Shanghai
  5. President and general manager of EFD Corporation
Director Hsu, Hui-Ju Shiga University, Master of
Education
  1. Assistant General Manager and spokesman of the Company
  2. Supervisor at Otsuka Software Trading Corp. in Dongguan
  3. Supervisor at Oitc Information Technology Corp. in Shanghai
  4. Director of EFD Corporation
Independent
Director		 Lin, Hui-Fen National Cheng Kung University,
Doctoral Degree of Accounting
  1. Accountant at Weyong International CPAs & CO.
  2. Independent Director, Audit Committee and Remuneration Committee Member of Lin Horn Technology Co., Ltd.
  3. Independent Director, Audit Committee and Remuneration Committee Member of Joytech Corp.
  4. Independent Director, Audit Committee and Remuneration Committee Member of Airmate (Cayman) International Co., Ltd.
Independent
Director		 Hsieh, Kun-Feng Master of Laws, University of Wisconsin (US)
  1. Head, CrownPro Attorneys-at-Law
  2. Responsible Person, Guan-Jie Consulting Limited
  3. Responsible Person, Shih Hung Limited
Independent
Director		 Lou, Yung-I National Cheng Kung University,
Doctoral Degree of Accounting
  1. Associate Professor Accounting Department, Providence University
Director Huang, Xiang-Min Columbia University, Master of
Architecture and Urban Design
  1. CEO at Fortune Construction Co., Ltd.
  2. Chairman and General Manager of Rongshi Construction Co., Ltd.
  3. Representative of Corporate Director at Excelsior Biopharma Inc
  4. Chairman of Hao-Jung Investments Ltd.
Director Liu, Cheng-Ho Department of Computer
Science and Information
Engineering, Tamkang
University
  1. Director and assistant general manager of Koei TECMO Co., Ltd.


 

Major resolutions of the Board of Directors Meeting

 
2025 2024


 

Goal and Achievement of Diversification Policy of the Board of Directors Members

 

      Ⅰ Diversification policy of the Board of Directors Members

In order to strengthen the corporate governance and promote the sound development of the composition and structure of the Board of Directors, it is believed that the diversification policy can help the enhancement of the company’s overall performance. In regard to the company’s diversification policy on the members of the Board of Directors, the directors who concurrently serve as the managers shall not exceed one third of the director seats; besides, an appropriate diversification policy will be mapped out, based on the company’s own performance, operational pattern and development need. It is advisable to include, but not limit the following two aspects of standards:

a. Basic criteria and value: Gender, age, nationality and culture, etc.
b. Expertise and Skill: Professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.


       Ⅱ Achievement Status of the Members of the Board of Directors:

a. Member Structure: Currently, there are 10 directors in the company, including 3 external independent directors.
b. Gender Structure: There are totally 3 female directors and 7 male directors.
c. Nationality Structure: There are totally 3 Japanese directors and 7 domestic directors.
d. Professional Background: The professional areas of members include business management, finance & accounting, law and architecture related areas.

      
        Ⅲ Goal and Achievement of Diversification Policy of the Board of Directors Members. 

Type of Expertise Goal (Person) Achievement (%) Diversification of Individual Director’s Background
Business Management 5 100%
Hironobu Tsurumi、Akio Tamehiro、Kuo, Yi-Long、Hsu, Hui-Ju、Huang, Xiang-Min
Finance and Accounting 3 100%
Hideyuki Aoki、Lin, Hui-Fen、Lou, Yung-I
Expertise in Law 1 100%
Hsieh, Kun-Feng
Expertise in Industry (Manufacturing,
(Construction, Multimedia))		 5 100%
Hironobu Tsurumi、Akio Tamehiro、Kuo, Yi-Long、Huang, Xiang-Min、Liu, Cheng Ho


 

The implementation of evaluation of the Board of Directors (latest three years)

 
Frequency Duration Range Method Content
Oonce every year January 1, 2025 to December 31, 2025 Performance of each individual director and peer performance Adopt the self-evaluation of members of the Board of Directors Performance of the Board of Directors covers the criteria of mastering the goal and responsibility of the Company, awareness about a director’s obligations, participation in business operation, management of relationship and communication within the unit, further studies and professional training for directors, internal control, and other aspects.
Performance of each individual director covers the criteria of participation in the business operation, quality of the Board’s decision making, composition and structure of the Board, Election and further studies of the directors, internal control, and other aspects. 
Weighted score of performance evaluation of the Board of Directors: 97.6
Weighted score of performance evaluation of members of the Board of Directors: 96.9
Once every year January 1, 2024 to December 31, 2024 Performance of each individual director and peer performance Adopt the self-evaluation of members of the Board of Directors Performance of the Board of Directors covers the criteria of mastering the goal and responsibility of the Company, awareness about a director’s obligations, participation in business operation, management of relationship and communication within the unit, further studies and professional training for directors, internal control, and other aspects.
Performance of each individual director covers the criteria of participation in the business operation, quality of the Board’s decision making, composition and structure of the Board, Election and further studies of the directors, internal control, and other aspects. 
Weighted score of performance evaluation of the Board of Directors: 97.1
Weighted score of performance evaluation of members of the Board of Directors: 96.6
Once every year January 1, 2023 to December 31, 2023 Performance of each individual director and peer performance Adopt the self-evaluation of members of the Board of Directors Performance of the Board of Directors covers the criteria of mastering the goal and responsibility of the Company, awareness about a director’s obligations, participation in business operation, management of relationship and communication within the unit, further studies and professional training for directors, internal control, and other aspects.
Performance of each individual director covers the criteria of participation in the business operation, quality of the Board’s decision making, composition and structure of the Board, Election and further studies of the directors, internal control, and other aspects. 
Weighted score of performance evaluation of the Board of Directors: 97.4
Weighted score of performance evaluation of members of the Board of Directors: 95.4


 

Audit Committee

 
Title Name Experience (Education) Current Position in the Company and Other Companies
Convener Lin, Hui-Fen National Cheng Kung University,
Doctoral Degree of Accounting
  1. Accountant at Weyong International CPAs & CO.
  2. Independent Director, Audit Committee and Remuneration Committee Member of Lin Horn Technology Co., Ltd.
  3. Independent Director, Audit Committee and Remuneration Committee Member of Joytech Corp.
  4. Independent Director, Audit Committee and Remuneration Committee Member of Airmate (Cayman) International Co., Ltd.
Committeeman Hsieh, Kun-Feng Master of Laws, University of Wisconsin (US)
  1. Head, CrownPro Attorneys-at-Law
  2. Responsible Person, Guan-Jie Consulting Limited
  3. Responsible Person, Shih Hung Limited
Committeeman Lou, Yung-I National Cheng Kung University,
Doctoral Degree of Accounting
  1. Associate Professor Accounting Department, Providence University


 

Major resolutions of the Audit Committee Meeting

 
2025 2024


 

The communication status between Audit Committeeman and Auditing manager and accountants

  1. The audit managers attend both the meetings of the audit committee and the meetings of the Board. They report the audit matters to the audit committee and the Board; they also make immediate report to the audit committee when there is a special condition and amendment in relevant regulations.
  2. The Company’s certified accountants regularly present the audit or review report of the financial statement for the quarter to the audit committee in March and August each year. Communication over other requirements in relevant laws is also conducted. They make immediate report about special conditions; the Company’s audit committee keeps a good communication status with the certified accountants.
 

Implementation of Evaluation of Audit Committee

 
Frequency Duration Range Method Content
Once every year January 1, 2025 to December 31, 2025 Individual members of the Audit Committee Adopt the self-evaluation of the committee members Performance evaluation of the audit committee covers criteria of participation in business operation, awareness about the audit committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 99.67
Once every year January 1, 2024 to December 31, 2024 Individual members of the Audit Committee Adopt the self-evaluation of the committee members Performance evaluation of the audit committee covers criteria of participation in business operation, awareness about the audit committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 99
Once every year January 1, 2023 to December 31, 2023 Individual members of the Audit Committee Adopt the self-evaluation of the committee members Performance evaluation of the audit committee covers criteria of participation in business operation, awareness about the audit committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 98.33
 

Remuneration Committee

 
Title Name Experience (Education) Current Position in the Company and Other Companies
Convener Lin, Hui-Fen National Cheng Kung University,
Doctoral Degree of Accounting
  1. Accountant at Weyong International CPAs & CO.
  2. Independent Director, Audit Committee and Remuneration Committee Member of Lin Horn Technology Co., Ltd.
  3. Independent Director, Audit Committee and Remuneration Committee Member of Joytech Corp.
  4. Independent Director, Audit Committee and Remuneration Committee Member of Airmate (Cayman) International Co., Ltd.
Committeeman Hsieh, Kun-Feng Master of Laws, University of Wisconsin (US)
  1. Head, CrownPro Attorneys-at-Law
  2. Responsible Person, Guan-Jie Consulting Limited
  3. Responsible Person, Shih Hung Limited
Committeeman Lou, Yung-I National Cheng Kung University,
Doctoral Degree of Accounting
  1. Associate Professor Accounting Department, Providence University


 

Major resolutions of the Remuneration Committee Meeting

 
2025 2024
 

Implementation of Evaluation of Remuneration Committee

 
Frequency Duration Range Method Content
Once every year January 1, 2025 to December 31, 2025 Individual members of the Remuneration Committee Adopt the self-evaluation of the committee members Performance evaluation of the remuneration committee covers criteria of participation in business operation, awareness about the remuneration committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 99.67
Once every year January 1, 2024 to December 31, 2024 Individual members of the Remuneration Committee Adopt the self-evaluation of the committee members Performance evaluation of the remuneration committee covers criteria of participation in business operation, awareness about the remuneration committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 98.67
Once every year January 1, 2023 to December 31, 2023 Individual members of the Remuneration Committee Adopt the self-evaluation of the committee members Performance evaluation of the remuneration committee covers criteria of participation in business operation, awareness about the remuneration committee’s obligations, quality of the audit committee, composition and structure of the audit committee, election of the members, and internal control, etc.
Weighted score of performance evaluation of members of the Board of Directors: 98.33
 

Internal Audit

 
2024
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