Governance
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Board of Directors
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Title
Name
Firm
Education & Experience
Chairman
Johnson Lee
Representative of Aidatek Electronics, Inc.
Bachelors of Economic and Electronical Engineering from Tufts University
Chairman of E Ink Holdings Inc.
Director
FY Gan
Representative of Aidatek Electronics, Inc.
PhD from McGill University in Canada
President of E Ink Holdings Inc.
Director
Luke Chen
Representative of Shin-Yi Enterprise Co., Ltd.
Master in Electrical Engineering / Master in Industrial Engineering, New Mexico State University
Executive Vice President of Operations Center of E Ink Holdings Inc.
Director
Sylvia Cheng
Representative of Shin-Yi Enterprise Co., Ltd.
Bachelor of Accounting, Soochow University/ Entrepreneur Class Master of NCCU
/Co-Founder, Ya & Ya Brand Coach & Consultancy
Independent Director
Po-Young Chu
PhD of Purdue University
/Honorary Professor, Department of Management Science, National Chiao Tung University
Independent Director
Huey-Jen Su
PhD in Environmental Health Sciences, Harvard School of Public Health
/ Distinguished Professor of Industrial Hygiene Discipline and Environmental Medicine Research Institute, School of Medicine, National Cheng Kung University
Independent Director
Chang-Mou Yang
PhD in Materials Science Engineering, Cornell University, USA
/Professor, Department of Materials Science and Engineering, National Tsing Hua University
Diversity and Independence of the Board of Directors
Status of Diversity and independence of the board of directors
(1)Board independence: provide explanations on the number and percentage of independent directors, board performance, and whether the board exhibits any of the conditions described in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act with reasons; please also highlight any relationship characterized as spouse or 2nd-degree relative or closer among directors, among supervisors, and between directors and supervisors.
The Company's 12th board of directors comprises 7 directors, of which 3 (43%) are independent directors. All independent directors have signed a statement of conformity with professional eligibility, independence, and concurrent duties when elected on June 29, 2023. The board of directors and all its members have met the independence criteria stipulated by laws, and posed no violation against Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act. Please refer to Section 3.2.1 Directors' background for detailed explanation of relationships among directors.
(2)Board diversity: describe diversity policy and goals for the board of directors, and the enforcement progress. Diversity policy may include but be not limited to the director selection criteria, the level of professional quality and experience. The board shall possess, as a whole, gender/age/nationality/ and culture diversity. AS above, we explain the Company's goals and progress with respect to the above policy.
i. Board Diversity Policy and Goals
E Ink has established a diversity policy for the Board of Directors. According to our “Corporate Governance Best Practices”, no more than one-third of the Board of Directors should also hold concurrent management positions with the Company. E Ink, regards to the unique requirements and the leading tech in e-paper technology and sales, arranges at least one director should have all kinds of background in diverse fields such as finance, investment, chemical engineering, sustainability and environmental protection, sales, business management, and marketing. Most directors and independent directors should also have such kinds of background in materials research, manufacturing management and technology R&D, in order to comply with the Diversity Policy in display technology, electronic products, electronic materials, and chemical engineering & manufacturing. There should also be diversity in the ages of directors, so our directors aged every group from old to middle-aged and young. E Ink also emphasizes on the experience of all directors in order to ensure inheritance of their valuable experience. E Ink also likes to rely on the practical experience of the directors who held senior executive roles in multi-national corporations /transnational enterprises.. Most of all, our directors insights on the industry, government, universities and research will helplead the collective growth of E Ink. We hope E Ink will not only keep the prospective status and our business expansionbut alsoimplement a multi-pronged approach to the realization of Board Diversification Policy.
ii. Progress on diversity: Composition, percentage, and term of service of board members have conformed with the diversity policy and goals
E Ink’s “Directors Election Policy” explicitly state that the election of directors is the nomination system. The qualifications of candidates are assessed in accordance with the “Corporate Governance Best Practice Principles”. The directors will ultimately be elected by the shareholders’ meeting from the list of candidates. The current 7 board members were elected by the shareholders’ meeting on 2023/6/29. The 12th Board includes 3 independent directors and 2 female directors. The average age is 59. Directors serve a statutory term of 3 years. The current term runs from June 29, 2023, to June 28, 2026.
iii. The implementation status of board members' diversity
Note: According to the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies. Each independent director does not serve as an independent director concurrently for more than three listed companies.
iv. Board of Directors Diversity and Background
Title
Name
Gender
Company Manager
Age Range
Chairman
Johnson Lee
40-50 / years old
Expertise
"Technology, Industry, Commerce", "Law, Finance or Accounting" and "Technology research" working experience.
Education Background
Bachelors of Economic and Electronical Engineering from Tufts University
Experience
Chairman of E Ink Holdings Inc.
Chairman / Director , Affiliated Parties of EIH
Chairman,Chengchi Investment Co., Ltd.
Director, Jixin Investment Co., Ltd.
Director, Foongtone Technology Co.,Ltd.
Director, Integrated Solutions Technology, Inc
Observer Director at SES Imagotag SA.
Director
FY Gan
50-60 / years old
Expertise
"Technology, Industry, Commerce" and "Technology research" working experience.
Education Background
Ph.D. in Electrical Engineering from McGill University, Canada.
Experience
General manager, E Ink Holdings Inc.
Director , Affiliated Parties of EIH
Independent director , PlayNitride Inc.
Director
Luke Chen
60-70 / years old
Expertise
"Technology, Industry, Commerce" and "Technology research" working experience.
Education Background
Master of Science in Electrical Engineering and Industrial Engineering from New Mexico State University, USA.
Experience
Executive Vice President, E Ink Holdings Inc.
Director/Chairman , Affiliated Parties of EIH
Director
Sylvia Cheng
60-70 / years old
Expertise
"Technology, Industry, Commerce" and "Law, Finance or Accounting" working experience.
Education Background
Bachelors of Accounting from Soochow University/ Business Management program from National ChengChi University
Experience
Co-founder Ya & Ya Brand Coach & Consultancy
Independent Director
Po-Young Chu
60-70 / years old
Expertise
"Technology, Industry, Commerce" and "Law, Finance or Accounting" working experience.
Diversity and Background:
Dr. Chu is a Ph.D. from Krannert Graduate School of Management, Purdue University. He is the founder of National Yang Ming Chiao Tung University’s EMBA Program and VIP Program and taught as a professor with the Department of Management Science, College of Management, at National Yang Ming Chiao Tung University. In addition to teaching the EMBA strategy courses on a regular basis, he also conducts training for many well-known enterprises and organizations. He was named Taiwan's top 10 EMBA lecturers for five consecutive years according to a Cheers magazine survey and is an expert in business strategy.
Education Background
Ph.D. from Purdue University
Experience
Term of Independent Director : 3 to 9 years
Professor of Department of Management Science at National Yang Ming Tung Chiao University
Independent Director of E Ink Holdings Inc.
Independent Director of Cheng Shin Rubber Ind. Co., Ltd
Independent Director of Hsin Kuang Steel Company Limited
Independent Director of Polytronics Technology Corporation
Director of Union Winner International Co., Ltd.
Chairman of Neo Solar Power Corporation.
Independent Director
Huey-Jen Su
60-70 / years old
Expertise
"Technology, Industry, Commerce" and "Technology research" working experience.
Diversity and Background:
Dr. Su obtains her ScD in Environmental Health Sciences from School of Public Health, Harvard University and is a Distinguished Professor of Department of Environmental and Occupational Health, College of Medicine, National Cheng Kung University. Dr. Su is a public health scientist and an educator who previously served as the President of National Cheng Kung University. She specializes in international collaborations, sustainable development and climate change and public health.
Education Background
Sc.D. , Harvard University, Environmental Health Sciences
Experience
Term of Independent Director : < 3 years
President, National Cheng Kung University (2015-2023)
Distinguished Professor, Department of Environmental and Occupational Health, College of Medicine, National Cheng Kung University, Tainan, Taiwan (2007- Present)
Members of the Copernican Academy (2022-Present)
Special Advisor, Advisory Board, Tohoku Forum for Creativity (2021-Present)
Chiarman, Shalun Innovation Alliance (2020- Present)
Fellow, The International Academy of Indoor Air Sciences (IAIAS) (2008- Present)
Chiarman, Shalun Innovation Alliance (2020-Present)
Independent Director
Chang-Mou Yang
60-70 / years old
Expertise
"Technology, Industry, Commerce" and "Technology research" working experience.
Diversity and Background:
Dr. Yang is a Ph.D. in Materials Science and Engineering from Cornell University. He currently serves as a professor in the Department of Materials Science and Engineering of National Tsinghua University after working for IBM’s Almaden Research Center. He is also a Project Director of Ministry of Economic Affair’s Technology Development Program. Dr. Yang is an expert in materials science and engineering.
Education Background
Ph.D., Materials Science and Engineering, Cornell, USA
Experience
Term of Independent Director : < 3 years
Research Scientist of Almaden Research Center IBM Inc. , USA
Adjunct Professor of Taipei Medical University
Professor, Department of Materials Science and Engineering, National Tsing Hua University
Member o Nono Project of the U.S. Air Force
Member of APEC National Representative Team
Independent Director of Shin Foong Specialty and Applied Materials Co., Ltd.
Top Union Electronics Corporation
Manager of Corporate Governance
Scope of Authority, Business Highlights during the Year, and Continuing Education for the Chief Governance Officer
Items
Content
1. The scope of authority of the chief governance officer
A dedicated position was established by the Company to manage all corporate governance affairs. The scope of authority includes:
(1) Organize Board meetings in accordance with the law.
(2) Production of Board meeting minutes.
(3) Assist with the appointment and continuing education for directors and independent directors.
(4) Provide directors and independent directors with the information necessary to carry out their duties.
(5) Assist directors and independent directors with compliance.
(6) Any other matters set out in the Company articles of incorporation, are those approved a resolution of the Board.
2. Business Highlights during the Year
I. Organizing of Board meetings and regulatory compliance:
(1) Planning of Board meetings, drafting of the agenda, writing of proposals, providing all participating directors and attending officers with seven days’ notice, and providing enough information for the meeting. This helps directors understand the nature of related topics before the meeting.
(2) Reminds directors in advance to recuse themselves from a proposal if a conflict of interest exists. Meeting minutes should be compiled after the meeting and delivered to each director within 20 days of each meeting.
(3) Check that the convening of Board meetings, resolutions put before the Board, resolution process and meeting procedure all conform to the relevant laws and corporate governance best practice principles.
(4) Organize performance self-assessments for the Board of Directors, Board members, and functional committee members in accordance with the Rules for Performance Evaluation of Board Directors. The assessment completed in 2020 Q1 was completed, and the results were reported to the Board. The results of the assessment were uploaded in accordance with the law and published in the annual report.
II. Provide directors and independent directors information with the education they need and arrange for their continuing education.
(1) Help directors understand what laws they must comply with during the execution of their duties upon request.
(2) Assist Board members with completing at least 6 hours of continuing education each year.
2022 Status of Continuing Education
The corporate governance officer completed 15 hours of courses related to corporate governance in 2022. Details of continuing education undertaken in 2022 are as follows:
Items
Content
Hours
Taiwan Academy of Banking and Finance
2022 - 06 - 07
Labor law reforms and common labor disputes
3
Taiwan Academy of Banking and Finance
2022 - 07 - 05
Public relations crisis management and response mechanism
3
Taipei Exchange
2022 - 08 - 25
Information seminar on insider equity for TPEx-listed companies
3
Taiwan Academy of Banking and Finance
2022 - 09 - 21
Corporate governance seminar - Conference rules for Board and Shareholders’ Meetings
3
Taiwan Academy of Banking and Finance
2022 - 11 - 29
Fair treatment of customers: Practical guide to establishing a culture of integrity, accountability mechanism, and finance-friendly mechanism, and case studies
3