Board of Directors
The election of directors shall adopt the candidate nomination system which is conformed to Pegatron’s Article of Incorporation. The 5th session of Board of Directors is composed of 11 members, including 3 independent directors. Tenure of the session is from 21st June, 2019 to 20th June, 2022.
In 2020, a total of 7 meetings of the Board of Directors were held. The average attendance rate is 100%.
Mr. T.H. Tung is the Chairman and Group CEO of Pegatron Corporation, and he is also the director of Kinsus Interconnect Technology Corp., Asrock Incorporation etc. He was one of the co-founders of Asustek Computer Inc. and served as vice chairman of Asustek Computer Inc. before joining Pegatron Corporation. He holds an honorary PH.D. in engineering and a master’s degree in computer and communication engineering from National Taipei University of Technology.
Jason Cheng/Deputy Chairman
Mr. Jason Cheng is the Deputy Chairman and Deputy Group CEO of Pegatron Corporation, and he is also the chairman of Casetek Holdings Limited and the director of Pegatron Corporation, AzureWave Technologies Inc., etc. He served as vice president of Asustek Computer Inc. before joining Pegatron Corporation. He holds a master’s degree in electrical engineering from University of Southern California.
Mr. S.J. Liao is the President and CEO of Pegatron Corporation, and he is also the president of Pegatron Japan Inc. and the director of AMA Precision Inc., etc. He served as chief operating officer of Pegatron Corporation before. He holds a bachelor's degree in industrial and business management from Tatung Institute of Technology.
Mr. C.I. Chia is the director and the independent director of Yangtze Associates and Ardentec Corporation respectively. He served as vice president of Citibank Taipei Branch and then served as the president of Individual Financial Services Group of Bank SinoPac. He holds a MBA from University of Wisconsin.
Dr. C.V. Chen/Director
Dr. C.V. Chen is the senior partner of Lee and Li Attorneys-at-Law. He served as the vice chairman of Straits Exchange Foundation and the president of Red Cross Society of the Republic of China before. He holds a LL.M. from University of British Columbia, and a LL.M. and a S.J.D. from Harvard Law School.
Dr. T.K. Yang/Director
Dr. T.K. Yang is the director of Asustek Computer Inc and Taiwan Stock Exchange, etc., and the independent director of DBS BANK. He served as the political deputy minister of the Ministry of Finance, chairman of Bank of Taiwan, executive secretary of National Development Fund, and president of China Development Industrial Bank before. He holds a PH.D. in business management from National Chengchi University.
DAI-HE Investment Co., Ltd. Rep.: Dr. S.Chi/Director
Dr. S.Chi is the independent director of SinoPac Holdings and SinoPac Securities Corp., etc. He served as chairman of Taiwan Stock Exchange, premier of Taiwan Academy of Banking and Finance, and deputy chairman of Asia-Pacific Economic Cooperation (APEC) before. He holds a master's degree in economics from National Taiwan University and a PH.D. in economics from Case Western Reserve University.
HONG-YE Investment Co., Ltd. Rep.: E.L. Tung /Director
Miss. E.L. Tung holds a Master’s degree in Mass Communication, New York Institute of Technology (NYIT).
C.B. Chang/Independent Director
Mr. C.B. Chang is the director of Polytronics Technology Corp and the independent director of Raydium Semiconductor Corp., etc. Mr. Chang served as vice president at China Industrial Development Bank before. He holds a bachelor’s and a master’s degree in statistics from National Chengchi University.
C.P. Huang/Independent Director
Mr. C.P. Huang is the independent director of Kinsus Interconnect Technology Corp. and also the president and general manager of Havix Electronics Co., Ltd. He holds a degree in electrical engineering from National Taipei Institute of Technology.
C.S. Yen/Independent Director
Mr. C.S. Yen is the chairman of The Alliance Cultural Foundation and served as the group president of Landis Hotels and Resorts and the country manager of American Express Inc. Taiwan before. He holds a diploma from Provincial Keelung Senior High School.
Professional Qualifications and Independence Analysis of the Board Directors
Met One of the Following Professional Qualification Requirements with at Least Five Years Work Experience
Note 1: The independence criteria corresponding boxes are ticked to indicate whether the directors or supervisors had met any of the following conditions during the two years prior to being elected or during the term of office:
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary as regulated by local governing body.
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 outstanding shares of the Company or ranking in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company. 9. Not been a person of any conditions defined in Article 30 of the Company Law.
10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
Diversity of Board Members
The Company’s 5th session of Board of Directors focuses on diversified professions, while taking into account the diversity of genders, professional skills and backgrounds. The members are elites of technology, financial, industrial and academic areas, covering computer & communication engineering, electric engineering, business administration, law, communications, economics and other professional fields. They are generally equipped with the knowledge, skills and competencies necessary to perform their duties. Below is Diversity of the Board members：
Execution Status of Board Evaluation
In 2019, Pegatron established “Rules for Board of Directors Performance Assessments”, and has executed the 109Y Board Evaluation in 1st quarter 2021 and reported the result of evaluation to Board of Directors on March 25th, 2021.
1. Familiarity with the goals and missions of the Company
2. Awareness of the duties of the director
3. Participation in the operation of the Company
4. Management and communication of internal relationship
5. The director’s profession and continuing educations
6. Internal control
Self evaluation of Board of Directors :
1. Participation in the operation of the Company
2. Improvement of the quality of the board of directors’ decision making
3. Composition and structure of the board of directors
4. Election and continuing education of the directors
5. Internal control
Self evaluation of Audit and Compensation committee :
1. Participation in the operation of the company
2. Awareness of the duties of the committee
3. Improvement of quality of decisions made by committee
4. Composition of the committee and election of its members
5. Internal control