Organization

Board of Directors

Chariman: Dr. Biing-Jye Lee
Vice Chairman: Representative of AU Optronics Corp.: Paul SL Peng
Director: Dr. David Su
Director: Chin-Yung Fan
Independent Director: Dr. Wei-Min Sheng
Independent Director: Sen-Tai Wen
Independent Director: Chi-Yen Liang
Independent Director: Shian Ho Shen
Independent Director: Wei-Chen Wang

Implementation of Corporate Governance

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 three 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:
1.Conducting the related matters of board meeting and shareholders meeting according to the law.
2.Taking the meeting minutes of board meeting and shareholders meeting.
3.Assisting the directors in onboarding and continuous education.
4.Providing the directors with the information relating to perform the duties.
5.Assisting the directors to comply with the law and regulation.
6.Other matters listed in articles of incorporation or contracts.

Continuing Training of Corporate Governance Officer in 2021

Training date Host by Training title Duration/Hr
2021.09.01 Securities and Futures Institute 13th Taipei Corporate Governance Forum 6.0
2021.11.10 Taiwan Corporate Governance  Association Employee compensation strategies and tools utilization 3.0
2021.12.16 Taiwan Corporate Governance Association Discuss corporate sustainability transition from ESG investment and financing 3.0

 

Board of Directors Meeting Status

The first term of BOD is August 7, 2020 to August 6, 2023. 10 meetings have been held so far, and the attendance is as follows:

Data period: 2021

Title

Name

Attendance

in Person (B)

Attendance

By Proxy

Actual attendance rate

(B/A)

Remarks

Chairman

Biing-Jye Lee

10

0

100.0%

 

Vice Chairman

AU Optronics Corp

Representative: Shuan-Lang Peng

10

0

100.0%

 

Director

Chin-Yung Fan

10

0

100.0%

 

Director

Feng Cheng Su

10

0

100.0%

 

Independent Director

Wei-Min Sheng

4

0

100.0%

Newly-elected on August 11, 2021

Independent Director

Sheng-Tai Weng

4

0

100.0%

Newly-elected on August 11, 2021

Independent Director

Ji-Yen Liang

4

0

100.0%

Newly-elected on August 11, 2021

Independent Director

Wei-Min Sheng

4

0

100.0%

Newly-elected on August 11, 2021

Independent Director

Wei-Cheng Wang

4

0

100.0%

Newly-elected on August 11, 2021

Director

Ming-Han Investment Ltd.

Representative: Shi-Hsien Chang

6

0

100.0%

Discharged on August 11, 2021

Supervisor

Yu-De Hung

6

0

100.0%

Discharged on August 11, 2021

Supervisor

Kang Li Investment Co., Ltd.

Representative: Yi-Liang Chen

6

0

100.0%

Discharged on August 11, 2021

Note 1: 100% attendance for each member.

Note 2: Important resolutions of the board of directors, please refer to the BOD of important resolutions.

 

Performance Evaluations of the Board and Functional Committees


In order to implement corporate governance and enhance the functions of our Board and functional committees, we have established performance targets to strengthen our operational efficiency. We conduct performance evaluations of the Board and related functional committees in accordance with our “Regulations for Performance Evaluations of the Board and Functional Committees,”which stipulates that internal Board performance evaluations should be conducted annually, and external evaluations implemented by independent institutes or expert teams should be conducted at least once every three years. Evaluation results for 2021 were reported to the Board 2022.
 

Survey type

Target

Collected

surveys

Effective

surveys

Response

rate

Board performance evaluation self-assessment survey

9 directors

9

9

100%

Self-assessment survey for Board

members

9 directors

9

9

100%

Audit Committee performance evaluation self-assessment survey

5 committee members

5

5

100%

Compensation Committee performance evaluation self-assessment survey

4 committee members

4

4

100%

 

Director Nomination and Election Process

Board Diversity Policy and Accomplishment

Performance Evaluations of the Board and Functional Committees

Succession planning and operation of key management

Top 10 Shareholders

Ennostar Intellectual Property (IP) Management Plan

Audit Committee

Dr. Wei-Min Sheng
Sen-Tai Wen
Chi-Yen Liang
Shian Ho Shen
Wei-Chen Wang

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 first term of Audit Committee is August 11, 2021 to August 6, 2023. 10 meetings have been held so far, and the attendance is as follows:

Date:2022.11.30

Title

Name

Attendance in Person
(B)

Attendance by Proxy

Actual attendance rate
(B/A)

Remarks

Independent Director

Wei-Min Sheng

4

0

100.0%

Convener

Independent Director

Sheng-Tai Weng

4

0

100.0%

 

Independent Director

Ji-Yen Liang

4

0

100.0%

 

Independent Director

Hsien-He Sheng

4

0

100.0%

 

Independent Director

Wei-Cheng Wang

4

0

100.0%

 

 Note 1: 100% attendance for each member.

 

Descriptions of the communications between the independent directors (Supervisor), the internal auditors, and the independent auditors in 2021

Remuneration Committee

Sen-Tai Wen
Dr. Wei-Min Sheng
Shian-Ho Shen
Chi-Yen Liang

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 four independent members. 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 first term of Remuneration Committee is January 6, 2021 to August 6, 2023. 10 meetings have been held so far, and the attendance is as follows:

Date:2022.11.30

Title

Name

Attendance in Person

(B)

Attendance by Proxy

Actual attendance rate

(B/A)

Remarks

Independent Director

Sheng-Tai Weng

10

0

100.0%

Convener

Independent Director

Wei-Min Sheng

10

0

100.0%

 

Independent Director

Ji-Yen Liang

10

0

100.0%

 

Independent Director

Hsien-He Sheng

10

0

100.0%

 

Note 1: 100% attendance for each member.

ESG Committee


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.

 

ESG Committee Meeting Status

The first term of ESG Committee is December 16, 2021 to August 6, 2023. 2 meetings have been held so far, and the attendance is as follows:

Date:2022.11.30

Title

Name

Attendance in Person
(B)

Attendance by Proxy

Actual attendance rate
(B/A)

Remarks

Convener

Biing-Jye Lee

2

0

100.0%

Convener

Independent Director

Ji-Yen Liang

2

0

100.0%

 

Independent Director

Wei-Cheng Wang

2

0

100.0%

 

 Note 1: 100% attendance for each member.

 

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.