We lead with integrity
Organization
Education:
M.B.A., Heriot-Watt University, U.K.
Professional Experience:
Chairman and Group Chief Strategic Officer of AUO Corporation
Director of Qisda Corp.
Chairman of AUO Foundation
Vice Chairman of ENNOSTAR Inc.
Education:
M.S. degree in Physics from National Central University
Professional Experience:
Chairman and President of EPISTAR Corporation.
Chairman and President of Huga Opto.
Chairman of Formosa Epitaxy Incorporation.
Education:
M.A., Institute of Physics, National Central University
Professional Experience:
Vice President of AUO Corporation.
Supervisor of Taiwan Display Union Association
Education:
PhD of Chemical Engineering National Tsing Hua University
Professional Experience:
Vice President of Technology Integration Center of Epistar Corporation
Director of Lextar Electronics Corp.
General Manager of Lextar Electronics Corp.
Education:
PhD (Purdue U.) Accounting Purdue University
Professional Experience:
Professor of Department of Public Finance in National Taichung University of Science and Technology.
Independent director and Remuneration Committee member of Episil-Precision Inc.
Independent director and Remuneration Committee member of uPI Semiconductor Corp.
Independent director and Remuneration Committee member of Elite Semiconductor Memory Technology Inc.
Education:
B.S. Electrical Engineering, Chung Yuan Christian University
Professional Experience:
Independent director and Remuneration Committee member of LEXTAR Electronics Corp.
Director of C Sun Mfg Ltd.
Vice President & factory director of United Microelectronics Corp.
Vice President of AU Optronics Corp.
Education:
Department of Accounting, National Chengchi University
Professional Experience:
CPA,PwC Taiwan
CPA, Zhicheng Co-Accounting Firm
Independent director and Remuneration Committee member of Taiwan Mask Corp.
Independent director and Remuneration Committee member of Feature Integration Technology Inc.
Independent director of Etron Technology, Inc.
Education:
PhD Accounting National Taiwan University
Professional Experience:
Professor of Department of Accounting in Tunghai University.
Director of Accounting and Industry Research Center in Tunghai University.
Director of EMBA Tunghai University.
Independent director and Remuneration Committee member of Mobiletron Electronics Co., Ltd.
Independent director and Remuneration Committee member of Unicon Optical Co., Ltd.
Education:
Doctor of Laws, China University of Political Science and Law
Professional Experience:
Leading lawyer/patent attorney/director of AIPT International Law Office
Doctor / Arbitrator of Chinese Construction Industry Arbitration Association
Member of Procurement Appeal Review Committee, Taipei City Government
Independent director and Remuneration Committee member of Chaheng Precision Co., Ltd.
Independent director and Remuneration Committee member of Tcm Biotech International Corp.
Audit Committee
Education:
PhD (Purdue U.) Accounting Purdue University
Professional Experience:
Professor of Department of Public Finance in National Taichung University of Science and Technology.
Independent director and Remuneration Committee member of Episil-Precision Inc.
Independent director and Remuneration Committee member of uPI Semiconductor Corp.
Independent director and Remuneration Committee member of Elite Semiconductor Memory Technology Inc.
Education:
B.S. Electrical Engineering, Chung Yuan Christian University
Professional Experience:
Independent director and Remuneration Committee member of LEXTAR Electronics Corp.
Director of C Sun Mfg Ltd.
Vice President & factory director of United Microelectronics Corp.
Vice President of AU Optronics Corp.
Education:
Department of Accounting, National Chengchi University
Professional Experience:
CPA,PwC Taiwan
CPA, Zhicheng Co-Accounting Firm
Independent director and Remuneration Committee member of Taiwan Mask Corp.
Independent director and Remuneration Committee member of Feature Integration Technology Inc.
Independent director of Etron Technology, Inc.
Education:
PhD Accounting National Taiwan University
Professional Experience:
Professor of Department of Accounting in Tunghai University.
Director of Accounting and Industry Research Center in Tunghai University.
Director of EMBA Tunghai University.
Independent director and Remuneration Committee member of Mobiletron Electronics Co., Ltd.
Independent director and Remuneration Committee member of Unicon Optical Co., Ltd.
Education:
Doctor of Laws, China University of Political Science and Law
Professional Experience:
Leading lawyer/patent attorney/director of AIPT International Law Office
Doctor / Arbitrator of Chinese Construction Industry Arbitration Association
Member of Procurement Appeal Review Committee, Taipei City Government
Independent director and Remuneration Committee member of Chaheng Precision Co., Ltd.
Independent director and Remuneration Committee member of Tcm Biotech International Corp.
The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.
The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.
Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. The five independent directors all meet the qualifications, such as professionalism, work experience, independence, and the number of serving as independent directors. They also conduct internal performance evaluations of the Audit Committee on a regular basis every year.
Ennostar’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to Ennostar’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate.
The Audit Committee is convened at least once a quarter. Please consult Ennostar 's Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Audit Committee Meeting Status
The second term of Audit Committee is May 31, 2023 to May 30, 2026. 9 meetings(A) have been held so far, and the attendance is as follows:
Date:2024.11.30
|
Title |
Name |
Attendance in Person (B) |
Attendance by Proxy |
Actual attendance rate (B/A) |
Remarks |
|
Independent Director |
Wei-Min Sheng |
8 |
1 |
88.9% |
Convener |
|
Independent Director |
Hsien-He Sheng |
8 |
1 |
88.9% |
|
|
Independent Director |
Wei-Cheng Wang |
9 |
0 |
100.0% |
|
|
Independent Director |
En-Te Hsu |
9 |
0 |
100.0% |
|
|
Independent Director |
Chun-Hsin Tsou |
9 |
0 |
100.0% |
|
Remuneration Committee
Education:
B.S. Electrical Engineering, Chung Yuan Christian University
Professional Experience:
Independent director and Remuneration Committee member of LEXTAR Electronics Corp.
Director of C Sun Mfg Ltd.
Vice President & factory director of United Microelectronics Corp.
Vice President of AU Optronics Corp.
Education:
Department of Accounting, National Chengchi University
Professional Experience:
CPA,PwC Taiwan
CPA, Zhicheng Co-Accounting Firm
Independent director and Remuneration Committee member of Taiwan Mask Corp.
Independent director and Remuneration Committee member of Feature Integration Technology Inc.
Independent director of Etron Technology, Inc.
Education:
PhD Accounting National Taiwan University
Professional Experience:
Professor of Department of Accounting in Tunghai University.
Director of Accounting and Industry Research Center in Tunghai University.
Director of EMBA Tunghai University.
Independent director and Remuneration Committee member of Mobiletron Electronics Co., Ltd.
Independent director and Remuneration Committee member of Unicon Optical Co., Ltd.
The Remuneration Committee assists the Board in discharging its responsibilities related to Ennostar’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of Ennostar’s directors of the Board and executives.
The members of the Remuneration Committee are appointed by the Board as required by the law of R.O.C.. The Remuneration Committee of Ennostar Inc. is composed of three independent directors. In addition to being familiar with the operation of both Epistar and Lextar, the Members also have sufficient experience in the industry as well as in corporate governance field.The Chairman of the Board and president are invited by the Committee to attend all meetings and is excused from the Committee’s discussion of his own compensation.
Ennostar’s Remuneration Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of general manager and manager compensation.
The Remuneration Committee shall be convened at least twice a year, and the internal performance evaluation of the Remuneration Committee shall be conducted regularly every year. Please consult Ennostar 's Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.
Remuneration Committee Meeting Status
The second term of Remuneration Committee is May 31, 2023 to May 30, 2026. 8 meetings(A) have been held so far, and the attendance is as follows:
Date:2024.11.30
|
Title |
Name |
Attendance in Person (B) |
Attendance by Proxy |
Actual attendance rate (B/A) |
Remarks |
|
Independent Director |
Hsien-He Sheng |
8 |
0 |
100.0% |
Convener |
|
Independent Director |
Wei-Cheng Wang |
8 |
0 |
100.0% |
|
|
Independent Director |
En-Te Hsu |
8 |
0 |
100.0% |
|
Note 1: 100% attendance for each member.
Corporate Sustainability and Risk Management Committee
Education:
M.B.A., Heriot-Watt University, U.K.
Professional Experience:
Chairman and Chief Strategic Officer of AUO Corporation
Director of Qisda Corp.
Chairman of AUO Foundation
Vice Chairman of ENNOSTAR Inc.
Education:
Department of Accounting, National Chengchi University
Professional Experience:
CPA,PwC Taiwan
CPA, Zhicheng Co-Accounting Firm
Independent director and Remuneration Committee member of Taiwan Mask Corp.
Independent director and Remuneration Committee member of Feature Integration Technology Inc.
Independent director of Etron Technology, Inc.
Education:
Doctor of Laws, China University of Political Science and Law
Professional Experience:
Leading lawyer/patent attorney/director of AIPT International Law Office
Doctor / Arbitrator of Chinese Construction Industry Arbitration Association
Member of Procurement Appeal Review Committee, Taipei City Government
Independent director and Remuneration Committee member of Chaheng Precision Co., Ltd.
Independent director and Remuneration Committee member of Tcm Biotech International Corp.
Ennostar established an ESG Committee at the end of 2021 as a functional committee under the Board. ESG Committee members include our chairman, independent directors, vice presidents, and senior executives from our subsidiaries. The Committee is responsible for coordinating and planning Group ESG policies and sustainable targets, identifying ESG risks and opportunities to determine related investment strategies, and monitoring achievement of all ESG performance targets, with 2022 set as the base year for all ESG items. To demonstrate the Company’s commitment to corporate sustainability and risk management, the Company has changed the “ESG Committee” to the “Corporate Sustainability and Risk Management Committee” and formulated the “Organization Rules of the Corporate Sustainability and Risk Management Committee,” in order to fulfill the corporate social responsibility, link the international trends, proactively respond to stakeholders’ assessments on environmental, social, and corporate governance risks and countermeasures, and achieve the goal of sustainable operation.
ESG Committee Meeting Status
The second term of ESG Committee is May 31, 2023 to May 30, 2026. 6 meetings(A) have been held so far, and the attendance is as follows:
Date:2024.11.30
|
Title |
Name |
Attendance in Person (B) |
Attendance by Proxy |
Actual attendance rate (B/A) |
Remarks |
|
Convener |
Shuang-Lang (Paul) Peng |
6 |
0 |
100.0% |
Convener |
|
Independent Director |
Wei-Cheng Wang |
6 |
0 |
100.0% |
|
|
Independent Director |
Chun-Hsin Tsou |
6 |
0 |
100.0% |
|
Note 1: 100% attendance for each member.
Corporate Governance and Nominating Committee
Education:
M.B.A., Heriot-Watt University, U.K.
Professional Experience:
Chairman and Chief Strategic Officer of AUO Corporation
Director of Qisda Corp.
Chairman of AUO Foundation
Vice Chairman of ENNOSTAR Inc.
Education:
PhD (Purdue U.) Accounting Purdue University
Professional Experience:
Professor of Department of Public Finance in National Taichung University of Science and Technology.
Independent director and Remuneration Committee member of Episil-Precision Inc.
Independent director and Remuneration Committee member of uPI Semiconductor Corp.
Independent director and Remuneration Committee member of Elite Semiconductor Memory Technology Inc.
Education:
B.S. Electrical Engineering, Chung Yuan Christian University
Professional Experience:
Independent director and Remuneration Committee member of LEXTAR Electronics Corp.
Director of C Sun Mfg Ltd.
Vice President & factory director of United Microelectronics Corp.
Vice President of AU Optronics Corp.
Education:
Department of Accounting, National Chengchi University
Professional Experience:
CPA,PwC Taiwan
CPA, Zhicheng Co-Accounting Firm
Independent director and Remuneration Committee member of Taiwan Mask Corp.
Independent director and Remuneration Committee member of Feature Integration Technology Inc.
Independent director of Etron Technology, Inc.
Education:
PhD Accounting National Taiwan University
Professional Experience:
Professor of Department of Accounting in Tunghai University.
Director of Accounting and Industry Research Center in Tunghai University.
Director of EMBA Tunghai University.
Independent director and Remuneration Committee member of Mobiletron Electronics Co., Ltd.
Independent director and Remuneration Committee member of Unicon Optical Co., Ltd.
Education:
Doctor of Laws, China University of Political Science and Law
Professional Experience:
Leading lawyer/patent attorney/director of AIPT International Law Office
Doctor / Arbitrator of Chinese Construction Industry Arbitration Association
Member of Procurement Appeal Review Committee, Taipei City Government
Independent director and Remuneration Committee member of Chaheng Precision Co., Ltd.
Independent director and Remuneration Committee member of Tcm Biotech International Corp.
In compliance with the Company Act, the Securities Exchange Act and other relevant securities management regulations, the Company has formulated relevant operating standards, constructed a corporate governance structure and promoted relevant work, so as to safeguard the rights and interests of investors, exert the functions of the Board of Directors and relevant functional committees, and enhance information transparency.
Board appointed VP Po-Yi Chang to hold the position as Corporate Governance Officer. VP Po-Yi Chang has more than ten years of management experience in public offering companies engaged in finance and deliberation. All of the staff dedicated in processing related affairs hold the experience in holding the position as the management at the legal affairs, finance, shareholders service or corporate governance units in securities, financial and futures firms or public companies for at least ten years, which afford to ensure their effective exercise of duties about corporate governance free from any conflict of interest or violations of the internal control system. Although the corporate governance officer is concurrently held by the CFO, he effectively performs and maintains independence when performing the original duties and concurrent duties, without conflict of interest or violation of the internal control system.
The main responsibilities are as follows:
- Conducting the related matters of board meeting and shareholders meeting according to the law.
- Taking the meeting minutes of board meeting and shareholders meeting.
- Assisting the directors in onboarding and continuous education.
- Providing the directors with the information relating to perform the duties.
- Assisting the directors to comply with the law and regulation.
- Other matters listed in articles of incorporation or contracts.
Corporate Governance and Nominating Committee Meeting Status
The first term of Corporate Governance and Nominating Committee is August 03, 2023 to May 30, 2026. 3 meetings(A) have been held so far, and the attendance is as follows:
Date:2024.11.30
|
Title |
Name |
Attendance in Person (B) |
Attendance by Proxy |
Actual attendance rate (B/A) |
Remarks |
|
Convener |
Shuang-Lang (Paul) Peng |
3 |
0 |
100.0% |
Convener |
|
Independent Director |
Wei-Min Sheng |
3 |
0 |
100.0% |
|
|
Independent Director |
Hsien-He Sheng |
3 |
0 |
100.0% |
|
|
Independent Director |
Wei-Cheng Wang |
3 |
0 |
100.0% |
|
|
Independent Director |
En-Te Hsu |
3 |
0 |
100.0% |
|
|
Independent Director |
Chun-Hsin Tsou |
3 |
0 |
100.0% |
|
Note 1: 100% attendance for each member.
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.
Internal Audit
Internal audit is an independent unit under the board of directors, equipped with a full-time audit supervisor and an appropriate number of internal auditors. The appointment and dismissal of the audit supervisor shall be approved by the board of directors and the appointment, dismissal, appraisal, salary and remuneration of internal auditors shall be approved by the chairman of the board.
The company has established an internal control system in accordance with the laws and regulations, and the internal audit unit formulates detailed rules for the implementation of the internal audit to implement and measure the effectiveness and compliance of the existing system; the audit scope covers the subsidiaries.
The audit of the company is carried out in accordance with the audit plan approved by the board of directors. The plan is formulated according to the results of the risk assessment and a special audit shall be carried out as required. The audit results shall be reported to the chairman and the supervisor every month or when necessary and shall be presented at the board meeting.
The internal auditors shall report the audit results of various operations to the management to make them understand the existing or potential deficiencies and improvement status and review the self-assessment reports of each unit and subsidiary of the company to serve as the main basis for the board of directors and the president to evaluate the effectiveness of the overall internal control system and for issuing the statement on the internal control system.