Board of Directors Meeting Status
The second term of BOD is May 31, 2023 to May 30, 2026. 17 meetings have been held so far, and the attendance is as follows:
| Title | Name | Attendance in Person (B) | Attendance By Proxy | Actual attendance rate (B/A) |
|---|---|---|---|---|
| Chairman | Shuan-Lang Peng | 17 | 0 | 100.0% |
| Director | AUO Corporation Representative: Yu-Chieh Lin | 17 | 0 | 100.0% |
| Director | Chin-Yung Fan | 17 | 0 | 100.0% |
| Director | Xiu-Mu Tang | 17 | 0 | 100.0% |
| Independent Director | Wei-Min Sheng | 16 | 1 | 94% |
| Independent Director | Shian-Ho Shen | 16 | 1 | 94% |
| Independent Director | Wei-Cheng Wang | 17 | 0 | 100.0% |
| Independent Director | En-Te Hsu | 17 | 0 | 100.0% |
| Independent Director | Chun-Hsin Tsou | 17 | 0 | 100.0% |
Note : Important resolutions of the board of directors, please refer to the BOD of important resolutions.
Board Diversity Policy
The composition of the board of directors shall be determined by taking diversity into consideration (it is advised that the director who is also a manager of the company shall not be more than one-third of the board) and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. The policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Achievement of the specific management objectives in the board diversity policy:
| Management objectives | 2nd session (in-service period) |
|---|---|
Independent directors more than a majority of the members | Achieved |
A majority of the Independent Directors shall hold office for no more than three consecutive terms | Achieved |
All Independent Directors shall hold office for no more than three consecutive terms | Achieved |
It is advisable that the directors concurrently serving as the Company’s managerial officers shall be no more than one-third of the whole directors. | Achieved |
Including at least one director of different gender | Achieved |
Each gender accounts for at least one-third of the Board seats | Not achieved (included in the planning) |
Board member(s) with legal expertise | Achieved |
Complete the continuing education courses for six hours each year | Achieved |
Professional qualification of directors and independence of independent directors
Note: Mark “■” if the condition is met
- The board members are all nationals of the R.O.C., without circumstance specified in Article 30 of the Company Act, nor related to each other as spouse or relatives within 2nd degree kinship.
- The average age of directors is about 60 years old. The proportion of directors who are employees is 33%, that of independent directors is 56%, and that of female directors is 22%. For the future nomination of board members, the Board of Directors of Ennostar will introduce female directors.
- All the independent directors of the second term do not serve more than three terms in row.
Directors serving as managerial officers
Shuan-Lang Peng, Chin-Yung Fan, and Hsiu-Mu Tang are all the key managerial officers of the Company, in charge of leading Ennostar’s industrial cooperation strategies from upstream to downstream.
| Chairman, Shuan-Lang Peng | Concurrently President of the Company, is also the current Chairman and Chief Strategy Officer of AUO group. He has engaged in the technology industry for more than three decades and generated rich experience in the display industry. Meanwhile, he promotes cross-region integration and resource sharing in the industry chain proactively. For the time being, he is also a member of the Board of Science and Technology, Executive Yuan, responsible for planning and promoting the national digital technology application and innovation development policy. |
| Director, Chin-Yung Fan | Mr. Chin-Yung Fan is currently the chairman and president of Ennostar Corporation, with more than 30 years of extensive experience. In the past, he served as the chairman and president of Epistar Corporation, a subsidiary of the Ennostar Group. He has extensive management experience in the optoelectronics industry, including production, logistics management, quality assurance, marketing, business management, and other important responsibilities. He has also successfully led the Epistar Corporation to exit price competition in the LED industry, made forward-looking deployments for next-generation display technologies, guided the technology team in pursuing innovations and improving R&D capacity, and worked with customers to realize the various possibilities for end products. |
| Director, Hsiu-Mu Tang | Mr. Hsiu-Mu Tang is the current president of Optoelectronic Components Division of Ennostar Corporation . He possesses extensive experience in the LED industry for over 25 years and is familiar with LED epitaxy, chip technology, and manufacturing fields. He is responsible for the promotion of the smart supply chain, the integration of upstream and downstream resources, the development of forward-looking technologies, the backlight product business, the establishment and operation of plants in Mainland China, and other missions. He has accumulated extensive leadership experience in research and development procedures, production, supply chain management, business, and operational fields. |
Independent directors with industrial background and fully qualified for independence
The members of 2nd board of independent directors of Ennostar are recommended by the Board of Directors of Ennostar, which have included two females, one of whom has a legal expertise. Therefore, it should be considered meeting the specific management objectives of the diversity policy.
The Company reviews if the independent directors continuously conform to the independence requirements set forth by laws and regulations. As of now, all the independent directors of the Company conform to the independence requirements set forth in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies Including but not limited to the independent directors, their spouse, relatives within the second degree of kinship serving as director, supervisor, or employee of the company or any of its affiliates; not holding the Company’s share, nor their spouse, the person’s spouse, relatives within the second degree of kinship, or held by the person under others’ names; not servicing as director, supervisor, or employee of the company having special relationship with the Company (please refer to subparagraph 5-8, paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and subparagraph 5-8, paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange; not providing commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years or receiving corresponding compensation
| Wei-Min Sheng Independent Director | PhD. in Accounting, Purdue University; currently serves as Professor of Department of Public Finance in National Taichung University of Science and Technology for more than 15 years. He has experience in semiconductor, electronic components and electronic industries. He was an independent director of EPISTAR Corporation. He used to serve as an independent director and the Remuneration Committee member of Siliconware Precision Industries Co., Ltd., and participated in the share conversion for investment holding between ASE Semiconductor Engineering Inc. and Siliconware Precision Industries Co., Ltd. |
| Shian-Ho Shen Independent Director | Having the electronic engineering background; served as independent director of Lextar Electronics Corp., as well as VP and Plant Chief of UMC, and VP of AUO Corporation. |
| Wei-Cheng Wang Independent Director | Served as the CPA stationed in Hsinchu Science Park of PwC, Taiwan; experienced in finance and accounting, while growing along with the high technology industries in Taiwan, with deep knowledge of the needs of the Company and the industry. |
| En-Te Hsu Independent Director | Doctor of Accounting from National Taiwan University, currently a professor at the Department of Accounting, Tunghai University, with the seniority for 20 years as a teacher and research expertise in game theory and social enterprise. |
| Chun-Hsin Tsou Independent Director | Doctor of Law from China University of Political Science and Law, and Master of Law from Soochow University, currently the President of AIPT International Law Office, practicing law for more than 15 years, also a patent attorney serving as the legal advisor of multiple technology companies. |
Representative of corporate shareholder who has an industrial background
Yu-Chieh Lin Director | Vice President of AUO, Yu-Chieh Lin, has been involved in the technology industry. The expertise and knowledge accumulated during this period have established her authoritative position in the display industry. Through the cooperation between the two companies, the next-generation display technology is jointly developed. Ennostar is responsible for the production of epitaxy and crystal grains in the upstream of the Micro LED industry chain, and AUO offers the experience and technologies developed during their long-time engagement of display industry. It is expected to have a deeper understanding to crystal grains and panel design, and further accelerate the pace of realizing the integration of crystal grains and panel in the future, achieving the goal of Micro LED mass production. |
Director Nomination and Election Process
According to the Group’s “Articles of Incorporation” and “Rules for Elections of Directors and Supervisors,” election of independent directors should adhere to the candidate nomination system as stipulated by Article 192-1 of the Company Act. During nomination period, shareholders holding more than 1% of publicly issued Ennostar stock submitted documents containing nominee names, education level, work experience, letter of commitment to serve as a director if elected, written statement guaranteeing no violations of Article 30 of the Company Act, and other relevant documents to the Ennostar Finance & Risk Office Shareholder Affairs Department, following which a list of independent director candidates were proposed for shareholder election.
The Board assesses whether directors (and independent directors) possess the necessary professional qualifications and other capabilities, including diversity, independence, future corporate development needs, and management goals such as professional ESG knowledge and experience, participation in corporate operations, and sustainable corporate management, thereby ensuring that director candidates adhere to industry needs, possess core capabilities, and can effectively shoulder their responsibilities which include establishment of a sound board governance system; supervision, appointment, and guidance of corporate executives; and strengthening of management functions so that we can exert our corporate influence and achieve corporate sustainability.
The election method and results of the second term of the Board of Directors
Election Method
There are 9 directors shall be elected, including 5 independent directors. The second term of the directors is three (3) years from May 31, 2023 (take office after the annual general shareholders meeting closed) to May 30, 2026, the audit committee will be formed by all independent directors and independent directors more than half of all directors.
Results of Election
| Position | Name | Gender | Term |
|---|---|---|---|
| Chairman | Shuang-Lang (Paul) Peng | Male | 2023/5/31 - 2026/5/30 |
| Director | Chin-Yung Fan | Male | 2023/5/31 - 2026/5/30 |
| Director | Representative of AUO Corporation: Yu-Chieh Lin | Female | 2023/5/31 - 2026/5/30 |
| Director | Xiu-Mu Tang | Male | 2023/5/31 - 2026/5/30 |
| Independent Director | Wei-Min Sheng | Male | 2023/5/31 - 2026/5/30 |
| Independent Director | Shian-Ho Shen | Male | 2023/5/31 - 2026/5/30 |
| Independent Director | Wilson Wang | Male | 2023/5/31 - 2026/5/30 |
| Independent Director | En-Te Hsu | Male | 2023/5/31 - 2026/5/30 |
| Independent Director | Chun-Hsin Tsou | Female | 2023/5/31 - 2026/5/30 |
Prohibition of Insider Trading
The Company has stipulated and disclosed Corporate Governance Best Practice Principles and Procedures for Preventing Insider Trading on our official website as the principles of handling and disclosing critical information. Board members, employees and other insiders are prohibited to take advantage of private information to trade securities, including but not limited to trading the Company’s securities 15 days and 30 days before disclosure of the quarterly financial report and the annual report. The Company would irregularly examine aforementioned measures in accordance with the current law and practical management needs.
The Company would offer a summary of material rules of trading securities and preventing insider trading to assure our new employees to fully abide by regulations of trading securities, policy of the Company, the Securities and Exchange Act and other related legislation. Those insiders and specific managers or staffs who have known undisclosed information have the responsibility to keep it confidential by means of quiet period practice, the coverage and objects of banning insider trading, the disclosure range and ways of material information, fines and regulations to prevent insider trading.
The Company would inform the Board members next year’s arrangement before the end of the year, including the dates of board meetings and each blocking interval before publishing the quarterly financial report, and remind the board members prior to each blocking interval in case of accidental violations by Board members. The Company notified the board members on Jan. 16th, Apr. 12th, Jul. 17th and Oct. 17th and all Board members have complied with the Company’s internal regulation not to trading the Company’s securities within the blocking periods.