Corporate Governance

Board of Directors

The Board of Directors is the Company's highest governance unit and major business decision-making center. It is responsible for guiding the Company's strategies, supervising the management, and the planning and implementation of the Company's sustainable development. It also exercises its powers in accordance with the Company's Articles of Incorporation and related laws and regulations to ensure that the Company complies with various laws and regulations, and is responsible for the Company and the shareholders’ meeting.

 

Implementation Status of Diversification in the Composition of the Board of Directors

The Board of Directors is composited by 9 directors, including 5 independent directors. The ratio of independent directors is 56% and the ratio of female directors is 33%. All members have rich industrial management experience and academic experience, including professional backgrounds in corporate management, electrical engineering, financial and accounting and so on.

 

▪ Board Diversity Matrix for ChipMOS in 2022

▪ Diversity Policy and Implementation Status in the Composition of the Board of Directors in 2021

 

 

In principle, the Board of Directors shall meet at least quarterly. In emergency circumstances or requests from more than half of the directors, the chairman can convene it at any time. In order to implement the corporate governance system and strengthen the powers of the Board of Directors, all directors have been continued their education every year in accordance with the regulations, and each of them has completed at least 6 hours of development courses per year in accordance with laws and regulations, and has continued to participate in corporate social responsibility and sustainable development related training courses to have economic, environmental and social capabilities and formulations related decisions. The attendance of all directors at meetings and continuing education are also continuously disclosed in the Company's annual report and can be inquired at MOPS for investors and shareholders to fully understand.

 

8 Board of Directors meetings were held in 2021, and the in-person attendance rate of all Directors was 94% that effectively realized their supervisory functions.

 

▼Continuing education of the Board of Directors in 2021

Date Organizer Course Name Total Training Hours
2021/08/10 Taiwan Corporate Governance Association The general trend of ESG and corporate governance 3.0 27
2021/08/10 Taiwan Corporate Governance Association Prevent insider trading and insider equity trading 27
2021/11/09 Taiwan Corporate Governance Association

The development trend and important norms of money laundering and

terrorism prevention system

6
2021/11/09 Taiwan Corporate Governance Association Discussion on Enterprise Operation and Related Tax System 6
Total 66

Remark: Total training hours = Course Length * Number of People Trained

 

ChipMOS 10th Board of Directors (Term: 2021/7~2024/7)
Title Name Major education / Work experience Current Position at the Company or other companies

Chairman

Shih-Jye Cheng

MBA, Saginaw Valley State University

Director of Mosel Vitelic Inc.

Chairman of Advanced Micro Chip Technology Co., Ltd.

Chairman of ChipMOS TECHNOLOGIES (Shanghai) LTD.

Chairman of CHANTEK ELECTRONICS CO., LTD.

Chairman of ChipMOS Logic TECHNOLOGIES INC.

Chairman of ThaiLin Semiconductor Corp.

President of ChipMOS TECHNOLOGIES INC.

Director of ChipMOS U.S.A. Inc.

Vice Chairman of Unimos Microelectronics (Shanghai) Co., Ltd.

Representative & Director of Hao Hsiang Investment Co., Ltd.

Representative & Director of Chin Hsiang Investment Co., Ltd.

Representative & Director of Hao Yen Investment Co., Ltd.

Director

Kun-Yi Chien
(representative,
Siliconware Precision Industries Co., Ltd.)

EMBA, Tunghai University

Deputy Director of Dah San Electric Wire & Cable Corp.

Director / Senior Vice President of Siliconware Precision Industries Co., Ltd.
Director of Yann Yuan Investment Co., Ltd.

Director

Bright Yeh
(representative,
Siliconware Precision Industries Co., Ltd.)

Master, Industrial Engineering, National Tsing Hua University

Enterprise Operation Planning Division Director of United Microelectronics Corp.

Vice President of Siliconware Precision Industries Co., Ltd.

Director of Siliconware Technology (SuZhou) Ltd.

Director

Silvia Su

Master, Business Administration, The University of Leeds
Director of ThaiLin Semiconductor Corp.
Senior Director of ChipMOS TECHNOLOGIES INC.

Vice President of ChipMOS TECHNOLOGIES INC.

Director of ChipMOS U.S.A., Inc.

Supervisor of Unimos Microelectronics (Shanghai) Co., Ltd.

Director of ChipMOS TECHNOLOGIES (BVI) LTD.

Representative & Director of Tsai Fu Investment Co., Ltd.

Supervisor of ChipMOS SEMICONDUCTORS (Shanghai) LTD.

Independent
Director

Chin-Shyh Ou

Ph. D., Business Administration (Accounting), University of Minnesota, USA

Accounting Professor of the Department of Accounting at National Chung Cheng University

Director of ChipMOS TECHNOLOGIES (Bermuda) LTD.

Independent Director of Chi Hua Fitness Co., Ltd.

Chair Professor of Department of Accounting and Information Systems at Asia University

Honorary Professor of Department of Accounting and Information Technology at National Chung Cheng University

Independent Director / Audit Committee Member / Compensation Committee Member of Tsang Yow Industrial Co., Ltd.

Independent Director / Audit Committee Member / Compensation Committee Member of Yong Chang International Co., Ltd. (Cayman)

Independent
Director

Kuei-Ann Wen

Ph.D., Electrical Engineering, National Cheng Kung University

Associate Dean of College of Electrical and Computer Engineering at National Chiao Tung University

Associate Dean of Office of Research and Development at National Chiao Tung University

Professor of Department of Electronic Engineering at National Yang Ming Chiao Tung University

Chief Executive Officer of Social Responsibility Development Office at National Yang Ming Chiao Tung University

Vice Dean of International College of Semiconductor Technology at National Yang Ming Chiao Tung University

Independent Director / Audit Committee Member / Compensation Committee Member of Xintec Inc.

Independent
Director

Hui-Fen Chan

LL.M. Boston University School of Law
LL.B., National Taiwan University
Admitted to practice law in Taiwan & New York, USA
Associate Attorney of Lee & Li Attorneys-at-Law
Partner of Hong-Li Attorneys-at-Law
General Counsel of Siliconware Precision Industries Co., Ltd.
Compensation Committee Member / M&A Committee Member of MAG.LAYERS Scientific-Technics Co., Ltd.
General Counsel of Altek Corporation
Independent Director / Audit Committee Member / Compensation Committee Chairman of STARK Technology Inc.

Independent Director / Audit Committee Member / Compensation Committee Member of ITEQ Corporation
Independent Director of FORMOSA I WIND POWER CO., LTD.
Director of Raku Co., Ltd.
Independent Director / Audit Committee Member of Taiwan Mask Corp.

Independent
Director
Yeong-Her Wang Ph.D., Electrical Engineering, National Cheng Kung University
Chairman of Department of Electrical Engineering at National Cheng Kung University
Associate Dean of College of Engineering at National Cheng Kung University
Director of Alumni Association Center of National Cheng Kung University
Independent Director / Audit Committee Member of ChipMOS TECHNOLOGIES (Bermuda) LTD.
Independent Director / Audit Committee Member / Compensation Committee Member of Darfon Electronics Corp.
Independent Director / Audit Committee Member / Compensation Committee Member of Giga Solution Tech. Co., Ltd.
President of National Applied Research Laboratories
Professor of Department of Electrical Engineering & Institute of Microelectronics at National Cheng Kung University
Chairman of Tainan National Cheng Kung University Alumni Cultural and Educational Foundation
Director of TSMC-NCKU Joint R&D Center
Independent Director / Audit Committee Member / Compensation Committee Member of Unictron Technologies Corp.

Independent
Director

Hong-Tzer Yang

Ph.D., Electrical Engineering, National Tsing Hua University
Professor of Department of Electrical Engineering at Chung Yuan Christian University
Independent Director / Audit Committee Member / Compensation Committee Member of Spirox Corporation

Professor of Department of Electrical Engineering at National Cheng Kung University
Deputy Director of Research Center for Energy Technology and Strategy at National Cheng Kung University
Director of Research Center for Energy Technology for Sustainability at National Cheng Kung University
Director of Taiwan Electric Research & Testing Center
Independent Director / Audit Committee Member / Compensation Committee Member of Padauk Technology Co., Ltd.

 

Audit Committee

Organization

ChipMOS established Audit Committee on June 28, 2007.

The <Audit Committee Charter> approved by the Board of Directors.

Audit Committee members:

The Committee was composed of the entire number of independent directors, and at least one of whom shall have accounting or financial expertise.

1.Independent Director Chin-Shyh Ou (Convener)

2.Independent Director Kuei-Ann Wen        4.Independent Director Yeong-Her Wang

3.Independent Director Hui-Fen Chan         5.Independent Director Hong-Tzer Yang

*To know more about Audit Committee members please refer to ChipMOS 10th Board of Directors; committee member’s professional qualification and experience, please refer to the  attachment.

Authority

Assist the Board of Directors to perform supervisory duties.

Exercise the authority required by the Company Act, the Securities and Exchange Act and related laws and regulations.

Supervise the effective implementation of the internal control system. Review asset transactions or derivatives trading, loans of funds,

endorsements, or provision of guarantees of a material nature and matters in which a director is an interested party. The hiring, dismissal, compensation, independence, and performance evaluation of a certified public accountants. The appointment or discharge of a financial, accounting, or internal audit officer. Supervise and review fair presentation of the financial reports. Supervise compliance with relevant laws and management of the existing or potential risks of the Company.

Implementation Status

Convenes meetings at least once quarterly, and fully communicate with the Company's internal audit unit and certified public accountants.

6 Audit Committee meetings held in 2021.

The attendance of the members can be referred to ChipMOS Annual Report.

 

Remuneration Committee

Organization

Established on March 29, 2012.

The <Remuneration Committee Charter> was approved by resolution of the Board of Directors.

Membership of the committee: Formed by 3 Independent Directors

1.Independent Director Yeong-Her Wang (Convener)

2.Independent Director Chin-Shyh Ou

3.Independent Director Kuei-Ann Wen

*To know more about Audit Committee members please refer to ChipMOS 10th Board of Directors

Authority

Evaluate the business performance of the management team and to achieve a sound compensations and remunerations system for the

Company Directors and managers

Formulate and regularly review the Board of Directors and manager's performance evaluation in conjunction with the remuneration policies,

systems, standards and structure

Supervision over the remuneration management of Directors and managers

Implementation Status

 

At least 2 meetings shall be convened in each year, and a total of 5 meetings were convened in 2021.

 

 

Corporate Governance Officer

Organization

In 2021, the Board of Directors approved the appointment of Ms. Silvia Su, Vice President of the Finance & Accounting Management Center,

as the Corporate Governance Officer.

The qualifications of Corporate Governance Officer meet the requirements of the Company's <Corporate Governance Best Practice Principles> and

will complete the required professional education within one year from the appointment.

Authority

The Corporate Governance Officer is the most senior officer to be in charge of corporate governance affairs. 

The authority of the Corporate Governance Officer are as follows: Handle matters relating to the board and shareholders' meetings according to laws, produce minutes of board meetings and shareholders meetings, assist in onboarding and continuous development of directors, furnish information required for business execution by directors, assist the directors with legal compliance, etc.

Implementation Status

The key points of implementation of corporate governance affairs are as follows: 

1.8 Board of Directors meetings and 6 Audit Committee meetings held in 2021.

2.1 Annual Shareholders' Meeting held in 2021.

3.All board members have completed at least 6 hours of development courses.

4.The Company has purchased Directors and Officers Liability Insurance, and reports to the Board of Directors after renewal.

 

▼Professional education of the Corporate Governance Officer in 2021

Date Organizer Course Name Training Hours
2021/08/10 Taiwan Corporate Governance Association The general trend of ESG and corporate governance 3.0 3
2021/08/10 Taiwan Corporate Governance Association Prevent insider trading and insider equity trading 3
2021/11/09 Taiwan Corporate Governance Association The development trend and important norms of money laundering and terrorism prevention system 3
2021/11/09 Taiwan Corporate Governance Association Discussion on Enterprise Operation and Related Tax System 3
2021/11/12 Securities and Futures Institute 2021 Annual Promotion Conference on Preventing Insider Trading 3
Total 15

Remark: The Corporate Governance Officer was newly appointed on March 16, 2021. The training hours were 15 hours in 2021, which will be combined with the training hours in 2022. The Corporate Governance Officer will complete the required professional education within one year from the appointment.

 

Internal Audit

Organization

Set up dedicated Audit Office that directly reports to the Board of Directors.

The Audit Office is composed of two people:a dedicated auditor supervisor and an auditor.

The appointment, dismissal, evaluation, and compensations and remuneration of internal auditors: 

1.Executed in line with provisions of ChipMOS's Human Resources Regulations.

2.The appointment and dismissal of the internal auditor supervisor shall be approved by the Audit Committee and submitted to the Board of

Directors for approval. The evaluation is conducted by the Chairman, while the compensations and remunerations are determined by the Board

of Directors after the Remuneration Committee has submitted a recommendation for the relevant compensations.

3.Appointment, dismissal, evaluation and compensations and remunerations of other internal auditors shall be submitted to the internal auditor

supervisor to the Chairman for approval.

Authority

Inspect and review of the effectiveness of the design of the internal control system and its implementations.

Provide consulting for internal control and recommended improvements for internal departments.

Implementation Status

Reports the implementation status of the internal control to the Board of Directors and the Audit Committee at least once in each quarter;

6 reports were submitted to the Board of Directors, and 5 were submitted to the Audit Committee in 2021.

Discuss the internal control and topics of concern to the Independent Directors with the convener of the Audit Committee via email,

meetings/seminars; 1 closed door session was carried out in 2021.

 

Communications between independent directors and the Company's internal audit supervisor and independent accountants

▪ The internal audit supervisor submits the audit and follow-up reports to independent directors for review by the end of the month next following the completion of the audit items, and reports to the Audit Committee on the audit business at least once a quarterly.

▪ The independent accountants should report and communicate that matters related to the audit or review of the Company's consolidated financial report (the annual parent only financial statement is also included) through the meeting with the independent directors at least quarterly.

▪ The independent directors, internal audit supervisor and independent accountants communication items as below in 2021.

 

Succession Plan of Members of the Board of Directors and Key Managerial Officers