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 regulations, etc. The Board members possess a rich and diverse background and can provide relevant opinions on business management and strategic development from multiple aspects. 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 1 to 8 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
Chairman Huang, Sen-Huang
  • BS, Electronic Engineering, National Taiwan University
  • Director of Process Integration Div., United Microelectronics Corp.
  • Plant director, Hualon Microelectronics Corp.
  • President of Chino-excel Technology Corp
  • President of PixArt Imaging Inc.
  • Chairman of Yuan-Xiang Investment Corp.
  • Chairman of Yuan-Feng Investment Corp.
  • Chairman of Audiowise Technology Inc.
Director Huang, Yi-Tsung (Representative of Hsun Chieh Investment Co., Ltd.)
  • BS, Dept. of Accounting, Tamkang University
  • Independent Director of TOPBI
  • Director of Power Quotient International Co.
  • Senior Specialist of Listing Department of Taiwan Stock Exchange Corp.
  • Independent Director of ITE Tech Inc.
  • Independent Director of eCloudvalley Digital Technology Co., Ltd.
  • Independent Director of Service & Quality Group Co., Ltd.
Director Shih, Li-Jen (Representative of Yuan Ding Investment Co., Ltd.)
  • Ph.D. of Electronic Engineering, University of California, Irvine
  • Chairman of Advanced Analog Technology Inc.
  • President of ALi Corporation’s USA subsidiary
  • Senior Analyst, Burroughs Corp.
  • Senior Engineer, Rockwell, USA
   
Independent Director Cheng, Wen-Chin
  • MS, Electronic Engineering, National Taiwan University
  • Manager, Umax Data Systems Inc.
  • Project Manager, Aitech International Corporation
  • ITRI Information and Communications Research Laboratories
  • ITRI Electronic and Optoelectronic System Research Laboratories
  • CTO and Director of Lumens Digital Optics Inc.
Independent Director Lin, Jung-Lu
  • BS, School of Medicine,
  • Taipei Medical University
  • Specialist doctor, Taiwan Society of Pulmonary and Critical Care Medicine
  • Specialist doctor, Taiwan Society of Tuberculosis and Lung diseases
  • Senior Attending Physician, Division of Chest Medicine Department of Internal Medicine, MacKay Memorial Hospital
  • Adjunct Clinical Professor Department of Medicine, MacKay Memorial Hospital
Independent Director Liu, Jo-Lan
  • BS, Department of Accounting, Tunghai University
  • Supervisor of PixArt Imaging Inc.
  • Senior Department Manager of Finance & Accounting Dept. PixArt Imaging Inc.
  • Manager of Finance Div., Davicom Semiconductor ,Inc.
  • Independent director of Uniflex Technology Inc.
Independent Director Hsing-Yuan Hsu
  • MBA, The city University of the New York,USA
  • Director of PixArt Imaging Inc.
  • Manager of Finance Div., United Microelectronics Corp.
  • Forex trader of Taishin International Bank.
  • Deputy Director of Finance Div, Unimicron
  • Director of Yen-Yuan Investment Corp.
 

Independent Directors

Nomination & Election
In 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 April 14, 2020)
Candidates of independent director for the election of 9th term board of directors are listed as below.

 

Name Education Experience Shareholding (Note)
Wen-Chin Cheng MS, Electronic Engineering, National Taiwan University
  • CTO and Director of Lumens Digital Optics Inc.
  • Manager, Umax Data Systems Inc.
  • Project Manager, Aitech International Corporation
  • ITRI Information and Communications Research Laboratories
  • ITRI Electronic and Optoelectronic System Research Laboratories
0 shares
Jung-Lu Lin BS, School of Medicine,
Taipei Medical University
  • Senior Attending Physician, Division of Chest Medicine Department of Internal Medicine, MacKay Memorial Hospital
  • Adjunct Clinical Professor Department of Medicine, MacKay Memorial Hospital
  • Specialist doctor, Taiwan Society of Internal Medicine
  • Specialist doctor, Taiwan Society of Pulmonary and Critical Care Medicine
  • Specialist doctor, Taiwan Society of Tuberculosis and Lung diseases
0 shares
Jo-Lan Liu BS, Department of Accounting, TungHi University
  • Independent director of Uniflex Technology Inc.
  • Supervisor of PixArt Imaging Inc.
  • Senior Department Manager of Finance & Accounting Dept. PixArt Imaging Inc.
  • Manager of Finance Div., Davicom Semiconductor ,Inc.
0 shares
Hsing-Yuan Hsu MBA, The city University of the New York,USA
  • Deputy Director of Finance Div, Unimicron
  • Director of Yen-Yuan Investment Corp.
  • Director of PixArt Imaging Inc.
  • Manager of Finance Div., United Microelectronics Corp.
  • Forex trader of Taishin International Bank.
2,000 shares
Note:As of April 14,2020

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
A B C 1 2 3 4 5 6 7 8 9 10 11 12  
NAME Wen-Chin Cheng     0
Jung-Lu Lin     0
Jo-Lan Liu     1
Hsing-Yuan Hsu     0
 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.


Election Result
The 10th Board of Directors (including four Independent Directors) were elected at the 2020 Shareholders’ Meeting. The newly elected independent directors are listed as below.

Position ID / Shareholder No. Naem Votes Received
Independent Director     K12020xxxx   Wen-Chin Cheng      85,015,366
Independent Director     A11039xxxx   Jung-Lu Lin      84,640,590
Independent Director     M22060xxxx   Jung-Lu Lin      84,353,418
Independent Director     2146   Hsing-Yuan Hsu      82,810,450
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