Corporate Governance
Directors
In order to perfect the structure of the Board of Directors and strengthen the functions of the Board of Directors, the Board of Directors of the Company considers factors such as professional background, gender, age, independence, industry experience when nominating director candidates, so as to achieve diversified board members. The nominated directors must possess the knowledge, skills, literacy, as well as ethical and integrity traits required to perform the duties of directors to ensure that the Board of Directors as a whole has capability of judgments on operations, capability of decision-making, capability of operations management, industrial knowledge, international market outlook, capability of leadership, capability of crisis handling, as well as capability of accounting and financial analysis in order to improve the operating performance and enhance corporate governance of the Company.
In order to implement the policy of diversification of board members, and in consideration of the Company’s operating style and long-term development needs, specific management objectives and policies are formulated including: (1) The Board of Directors shall be composed of experts with the professional background in industry, finance, accounting, law or management, (2) at least three seats of independent directors, (3) at least two of the directors having financial, accounting or legal background, (4) considering gender equality among board members, at least one seat of female director.
The Company firmly implements its diversification policy of board members. In terms of professional background, The Company's，Chairman, the director Wen-Chig Cheng, and the director Li-Jen Shih have professional backgrounds in science, engineering, and technology; the director Jung-Lu Lin has a medical background and possesses the qualifications for a doctor; the director Yi-Tsung Huang, the director Jo-Lan Liu, and the director Hsing-Yuan Hsu have professional backgrounds in finance, accounting, taxation, financial securities, etc. The Board members possess a rich and diverse background and can provide relevant opinions on business management and strategic development from multiple aspects. The board members are all nationalities. In terms of independent directors, among the 7 directors of the Company, there are 4 seats of independent directors, which takes up 57% of the Board, and the seniority of independent directors of the Company ranges from 2 to 11 years. In terms of gender, female directors of the Company account for 14%; in terms of the age of the director, there are 5 directors aged 60-69, and 2 directors aged 50-59. In addition, there is one director with employee status, accounting for 14%.
| Title | Name | Education & Major Past Positions | Current Positions in Affiliates or Other Companies |
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| Chairman | Huang, Sen-Huang |
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| Director | Huang, Yi-Tsung (Representative of Hsun Chieh Investment Co., Ltd.) |
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| Director | Shih, Li-Jen (Representative of Yuan Ding Investment Co., Ltd.) |
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| Independent Director | Cheng, Wen-Chin |
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| Independent Director | Lin, Jung-Lu |
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| Independent Director | Liu, Jo-Lan |
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| Independent Director | Hsing-Yuan Hsu |
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Independent Directors
Nomination & ElectionIn accordance with Article 14-2 of the Securities and Exchange Act and PixArt’s articles of incorporation, PixArt shall appoint independent directors not less than three and not less than one-fifth of the total number of directors.
PixArt adopts candidate nomination system for election of independent directors. The shareholders shall elect independent directors from the nominees listed in the roster of independent director candidates.
Candidates of Independent Directors (As at March 28, 2023)
Candidates of independent director for the election of 11th term board of directors are listed as below.
| Name | Education | Experience | Shareholding (Note) |
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| Wen-Chin Cheng | MS, Electronic Engineering, National Taiwan University |
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0 shares |
| Jung-Lu Lin | BS, School of Medicine, Taipei Medical University |
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0 shares |
| Jo-Lan Liu | BS, Department of Accounting, TungHi University |
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0 shares |
| Hsing-Yuan Hsu | MBA, The city University of the New York,USA |
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0 shares |
Note: As of March 28, 2023
The Professional Qualification and Independency Analysis of the Independent Directors’ are listed below.
| Criteria | Possess five or more years of experience and the following professional qualifications |
Status of Independence (Note 3) |
Number of other public companies which the personnel concurrently served as an Independent Director |
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| A | B | C | >1 | >2 | >3 | >4 | >5 | >6 | >7 | >8 | >9 | >10 | >11 | >12 | |||
| Name | Wen-Chin Cheng |  |
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| Jung-Lu Lin | |
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| Jo-Lan Liu | |
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| Hsing-Yuan Hsu | |
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Note: Directors, during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:
A. Lecturer or above in a junior college or above institution for business, law, finance, accounting or other subjects related to company activities
B. Professional specialist who passed national certification exams in business, law, finance, accounting or other subjects related to company activities
C. Work experience in business, law, finance, accounting or other subjects related to company activities.
(1) Note an employee of PixArt or its affiliates.
(2) Not a Director or Supervisor of PixArt or its affiliates. (Excluding an independent director of PixArt or its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or with local laws).
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of PixArt or ranks as one of its top ten shareholders.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (2) and (3).
(5) Not a director supervisor or employee of a juridical shareholder that directly holds more than 5% of PixArt’s outstanding shares, a top five shareholder, or that ranks in the top five shareholders of PixArt, or appointed as the PixArt’s director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws)..
(6) Not a director, supervisor, or employee of other companies controlled by the same person with over half of PixArt’s director seats or shares with voting rights (not applicable in cases where the person is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws).
(7) Not a director, supervisor, or employee of another company or institution who is the same person or spouse of PixArt ‘s chairperson, president or equivalent position (not applicable in cases where the person is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws)..
(8) Not a director, supervisor, or executive officer of a specific company or institution with financial or business dealings with PixArt, or shareholder with 5% or more shares of PixArt (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of PixArt’s outstanding shares, and is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws).
(9) Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to PixArt or its affiliates, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or Laws and regulations related to mergers and acquisitions.
(10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of PixArt.
(11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC.
(12) Not a government agency juristic person, or its representative set forth in Article 27 of the Company Act of the ROC.
B. Professional specialist who passed national certification exams in business, law, finance, accounting or other subjects related to company activities
C. Work experience in business, law, finance, accounting or other subjects related to company activities.
(1) Note an employee of PixArt or its affiliates.
(2) Not a Director or Supervisor of PixArt or its affiliates. (Excluding an independent director of PixArt or its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or with local laws).
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of PixArt or ranks as one of its top ten shareholders.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (2) and (3).
(5) Not a director supervisor or employee of a juridical shareholder that directly holds more than 5% of PixArt’s outstanding shares, a top five shareholder, or that ranks in the top five shareholders of PixArt, or appointed as the PixArt’s director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws)..
(6) Not a director, supervisor, or employee of other companies controlled by the same person with over half of PixArt’s director seats or shares with voting rights (not applicable in cases where the person is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws).
(7) Not a director, supervisor, or employee of another company or institution who is the same person or spouse of PixArt ‘s chairperson, president or equivalent position (not applicable in cases where the person is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws)..
(8) Not a director, supervisor, or executive officer of a specific company or institution with financial or business dealings with PixArt, or shareholder with 5% or more shares of PixArt (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of PixArt’s outstanding shares, and is an independent director of PixArt, its parent company, subsidiaries, or the subsidiary of the same parent company in accordance with the Act or Local laws).
(9) Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to PixArt or its affiliates, or a spouse thereof. This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or Laws and regulations related to mergers and acquisitions.
(10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of PixArt.
(11) Not having any of the situations set forth in Article 30 of the Company Act of the ROC.
(12) Not a government agency juristic person, or its representative set forth in Article 27 of the Company Act of the ROC.
Election Result
The 11th Board of Directors (including four Independent Directors) were elected at the 2020 Shareholders’ Meeting. The newly elected independent directors are listed as below.
| Position | Name | Votes Received |
|---|---|---|
| Independent Director | Wen-Chin Cheng | 83,873,592 |
| Independent Director | Jung-Lu Lin | 83,638,095 |
| Independent Director | Jo-Lan Liu | 83,311,447 |
| Independent Director | Hsing-Yuan Hsu | 83,151,189 |
Disclosure of Information as Professional Qualifications and Independent Status of Directors and Independent Directors (as at 28th of March, 2023)
| Name & Position | Professional Qualifications and Experience | Independent Status | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
| Chairman Sen-Huang Huang |
The chairman, Mr. Sen-Huang Huang, holds a bachelor’s degree in electrical engineering from National Taiwan University. He used to serve as the president of Chino-excel Technology Corp., the plant director of MFG Div., Hualon Microelectronics Corp., and the director of the MFG Process Integration Div., United Microelectronics Corp. He has been the president of the Company since 1998, and is also currently the chairman and president of its subsidiaries, Yuan-Xiang Investment Corp. and Yuan-Feng Investment Corp. He has a professional background in the STEM field and extensive experience in management. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
(1) The chairman is not in a spousal relationship with or is a relative within the second degree of kinship of other directors. (2) The chairman serves concurrently as the president of the Company and director of several affiliates of the Company. (3) The chairman, his spouse, children and Yuan Ting Investment Co., Ltd., in which he holds 99.9% of the shares, hold a total of 5,798,823 shares of the Company, with a shareholding ratio of 3.97%. (4) The chairman does not serve as a director, supervisor, or employee of a company that has a specific relationship with the Company. (5) The chairman has not received any remuneration for providing business, legal, financial, accounting, and or other services to the Company or its affiliates in the last two years. |
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| Director Yi-Tsung Huang (Note 1) |
Director Mr. Yi-Tsung Huang, holds a bachelor’s degree in accounting from Tamkang University. He used to serve as a senior specialist of the Listing Department of the Taiwan Stock Exchange Corp, an independent director of TOPBI International Holdings Limited, a vice president of Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd. He has served as a director of the Company since June 2014, and is also currently the independent director of Kayee International Group Co., Ltd., ITE Tech Inc., eCloudvalley Digital Technology Co., Ltd., and Aethertek Technology Co., Ltd. Mr. Yi-Tsung Huang has a professional background in financial accounting, taxation, securities, etc., and extensive experience in financial accounting, operations management, corporate governance, etc. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
The independence status of the director Mr. Yi-Tsung Huang and the director Mr. Li-Jen Shih is explained as follows: (1) They are not in a spousal relationship with or are a relative within the second degree of kinship of other directors. (2) The directors, their spouses, or their relatives within the second degree of kinship do not serve as the director, supervisor, or employee of the Company or its affiliates. (3) The directors, their spouses, or their relatives within the second degree of kinship (or in the name of others) do not hold any shares of the Company. (4) They do not serve as the director, supervisor, or employee of a company that has a specific relationship with the Company. (5) They have not received any remuneration for providing business, legal, financial, accounting, and other services to the Company or its affiliates in the last two years. |
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| Director Li-Jen Shih (Note 2) |
The director, Mr. Li-Jen Shih, has a Ph.D. in electrical engineering from the University of California, Irvine. He used to serve as a director of M3 Technology Inc., the chairman of Advanced Analog Technology Inc., the president of ALi Corporation’s USA subsidiary, the senior analyst of Burroughs Corp., the senior engineer of Rockwell, USA, and other positions. He has been a director of the Company since June 2017. Director Li-Jen Shih has a professional background in science and technology, in the STEM field, in industrial analysis, etc., as well as extensive experience in industrial and operations management. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
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| Independent Director Wen-Chin Cheng |
The independent director, Mr. Wen-Chin Cheng, holds a master’s degree in electrical engineering from National Taiwan University. He used to work in ITRI Electronic and Optoelectronic System Research Laboratories, ITRI Information and Communications Research Laboratories, and used to serve as the project manager in Aitech International Corporation Taiwan Branch (U.S.A.), the manager of UMAX Computer Corporation, the director of Lumens Digital Optics Inc., and in other positions. He has served as an independent director of the Company since June 2011, and is currently also the chief technology officer of Lumens Digital Optics Inc. Director Wen-Chin Cheng has a professional background in science and technology and in the STEM field, as well as extensive experience in technological development, operations management, corporate governance, etc. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
The four independent directors of the Company all meet the independence requirements, and the status of their independence is explained as follows: (1) They are not in a spousal relationship with or are a relative within the second degree of kinship of other directors. (2) The directors, their spouses, or their relatives within the second degree of kinship do not serve as the director, supervisor, or employee of the Company or its affiliates. (3) The directors, their spouses, or their relatives within the second degree of kinship (or in the name of others) do not hold any shares of the Company. (4) They do not serve as the director, supervisor, or employee of a company that has a specific relationship with the Company. (5) They have not received any remuneration for providing business, legal, financial, accounting, and other services to the Company or its affiliates in the last two years. The independent directors Mr. Wen-Chin Cheng and Ms. Jo-Lan Liu have served for more than three terms, mainly based on the consideration of long-term development goals and the achievement of the board diversity policy. The independent director Mr. Wen-Chin Cheng has extensive experience in the technology industry, and the Company needs to rely on his insight and judgment on the industry to guide the Company’s future development direction and strategy. The independent director Ms. Jo-Lan Liu has extensive working experience in the professional field of finance and accounting, and the Company needs to rely on her professional experience and literacy to guide the Company and to provide advice. |
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| Independent Director Jung-Lu Lin |
The independent director, Mr. Jung-Lu Lin, holds a bachelor’s degree in medicine from Taipei Medical University. He has been working at Mackay Memorial Hospital since 1991 and is currently a specialist physician at the Division of Chest Medicine in the Department of Internal Medicine, MacKay Memorial Hospital, as well as an adjunct clinical professor at the Department of Medicine at Mackay Medical College. Director Jung-Lu Lin has served as an independent director of the Company since June 2017, and has not concurrently served as a director or supervisor of other companies. He has a professional background in medicine, and possesses qualifications as a physician as well as professional technical capabilities and experience in the development of medical applications. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
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| Independent Director Jo-Lan Liu |
The independent director, Ms. Jo-Lan Liu, holds a bachelor’s degree in accounting from TungHi University. She used to serve as a supervisor of Cirocomm Technology Corp., the manager of the finance and accounting department of Davicom Semiconductor, Inc., and work in the accounting department of United Microelectronics Corporation, the audit department of KPMG. She served as the finance and accounting supervisor of the Company from 1998 to 2007 as well as the supervisor of the Company from June 2010 to June 2011. Ms. Jo-Lan Liu has been an independent director of the Company since June 2013, and is currently an independent director for Uniflex Technology Inc. She also completed the OTC listing of the Company during the period when she served as the finance and accounting supervisor of the Company. She has a professional background in finance and accounting, and extensive experience in financial accounting, taxation, securities, finance, etc. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
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| Independent Director Hsing-Yuan Hsu |
The independent director, Mr. Hsing-Yuan Hsu, holds a master’s degree in business management from the City University of New York, USA. He used to work as a financial manager of United Microelectronics Corp., a forex trader at Taishin Bank, the representative of the corporate director of Yann Yuan Investment Inc., and a representative of the Company’s corporate directors and the supervisor of Anoto Taiwan Corporation. Mr. Hsing-Yuan Hsu has been an independent director of the Company since June 2020, and is also currently serving as the deputy director of the finance division of Unimicron Technology Corp., He has quite an extensive professional background and experience in financial accounting and foreign exchange finance. Do his tenures place him within any of the circumstances specified in the various paragraphs of Article 30 of the Company Act: No. |
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Note 1: The representative of Hsun Chieh Investment Co.
Note 2: The representative of Yuan Ting Investment Co.
Note 2: The representative of Yuan Ting Investment Co.
Diversity and Independence of the Board of Directors
(1) Diversity of the Board of Directors
In order to perfect the structure of the Board of Directors and strengthen the functions of the Board of Directors, the Board of Directors of the Company considers factors such as professional background, gender, age, independence, industry experience when nominating director candidates, so as to achieve diversified board members. The nominated directors must possess the knowledge, skills, literacy, as well as ethical and integrity traits required to perform the duties of directors to ensure that the Board of Directors as a whole has capability of judgments on operations, capability of decision-making, capability of operations management, industrial knowledge, international market outlook, capability of leadership, capability of crisis handling, as well as capability of accounting and financial analysis in order to improve the operating performance and enhance corporate governance of the Company.
In order to implement the policy of diversification of board members, and in consideration of the Company’s operating style and long-term development needs, specific management objectives and policies are formulated including: (1) The Board of Directors shall be composed of experts with the professional background in industry, finance, accounting, law or management, (2) at least three seats of independent directors, (3) at least one of the directors having financial, accounting or legal background, (4) considering gender equality among board members, at least one seat of female director.
The Company firmly implements its diversification policy of board members. In terms of professional background, The Company's，Chairman, the director Wen-Chig Cheng, and the director Li-Jen Shih have professional backgrounds in science, engineering, and technology; the director Jung-Lu Lin has a medical background and possesses the qualifications for a doctor; the director Yi-Tsung Huang, the director Jo-Lan Liu, and the director Hsing-Yuan Hsu have professional backgrounds in finance, accounting, taxation, financial, securities, etc. The Board members possess a rich and diverse background and can provide relevant opinions on business management and strategic development from multiple aspects. The board members are all nationalities. In terms of independent directors, among the 7 directors of the Company, there are 4 seats of independent directors, which takes up 57% of the Board, and the seniority of independent directors of the Company ranges from 2 to 11 years. In terms of gender, female directors of the Company account for 14%; in terms of the age of the director, there are 5 directors aged 60-69, and 2 directors aged 50-59. In addition, there is one director with employee status, accounting for 14%.
The implementation status of the board diversity policy is as follows.
| Member & Core of Diversification | Basic Composition | Professional Background and Industry Experience | ||||||||||||||||
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| Nationality | Gender | Employee of Company | Age | Independent Director Term and Seniority | Accounting and Financial | Technology and R&D | Industry Knowledge | Operational Judgment | Operation and Management | Leadership and Decision-Making | International Market Outlook | Crisis Management | Corporate Governance | |||||
| 50-59 | 60-69 | Less than 3 years | 3-9 years | More than 9 years | ||||||||||||||
| Chairman | Sen-Huang Huang | R.O.C. | Male | |
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| Director | Yi-Tsung Huang (Note1) |
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| Director | Li-Jen Shih (Note2) |
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| Independent Director | Wen-Chin Cheng | Male | |
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| Independent Director | Jung-Lu Lin | Male | |
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| Independent Director | Jo-Lan Liu | Female | |
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| Independent Director | Hsing-Yuan Hsu | Male | |
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Note 1：The representative of Hsun Chieh Investment Co.
Note 2: The representative of Yuan Ting Investment Co.
Note 2: The representative of Yuan Ting Investment Co.
(2) Independence of the Board of Directors
The Company has four seats of independent directors, accounting for more than half of all the seven director seats, and half of the independent directors have not served more than three terms. Independent directors are appointed from among professionals with expertise in financial accounting, technology research and development, and according to the needs of the Company to effectively perform supervisory functions. Except for the chairman, who is currently serving as the president, the other directors do not concurrently serve as employee of the Company. None of the directors are spouses or first-degree relatives among themselves.
Board Performance Evaluations
The Company’s board of directors already adopted the “Regulations of Performance Evaluation of the Board of Directors”. The internal performance evaluation of the board of directors is held once a year from 2020.
The Board’s (functional committee’s) performance evaluation by self-assessment covers the following five major areas:
1. Level of participation in Company operations
2. Improvement of the quality of Board resolutions
3. Board composition and structure
4. Board election and continuing education
5. Internal control
The measurement items for the evaluation of directors’ performance shall include at least the following 6 aspects：
1. Alignment
2. Awareness.
3. Participation
4. Management
5. Tdirector's
6. Internal control
The performance evaluation of the Company's Board of Directors for the year 2023 was conducted after the end of the year by means of self-assessment of the Board of directors, Board members, the Audit Committee, and the Salary and Remuneration Committee, etc. The result of the Board’s overall performance evaluation was excellent and was reported to the Board of Directors on February 19, 2024. The results of the Board’s performance evaluation will be used as a reference basis for determining the remuneration of individual directors, and was taken into consideration for the nomination of the directors.
Results of the Board Performance Evaluations
| Evaluation cycle | Evaluation Period | Scope of evaluation | Evaluation method | Evaluation item | Evaluation results |
| Once a year | January 1,2023 to December 31,2023 | Board of Directors | Internal self-assessment | Level of participation in Company’s operations, improvement of the quality of Board’s resolutions, the composition and structure of the Board, the election of directors, continuing education, and internal control. | Excellent |
| Audit Committee | Internal self-assessment | Participation in Company’s operations, Improvement of the quality of resolutions made by the committees, the composition and structure of committees, election of committees and continuing education, internal control. | Excellent | ||
| Salary Remuneration Committee | Internal self-assessment | Participation in Company’s operations, Improvement of the quality of resolutions made by the committees, the composition and structure of committees, election of committees and continuing education, internal control. | Excellent | ||
| Individual director | Self-assessment for directors | Alignment of the goals and missions of the Company, awareness of the duties of a director, participation in the operation of the company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control. | Excellent |