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.

 

The Board performance evaluation and implementation

▪ 2023 Board Performance Evaluation Report

 

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, electronics, financial and accounting, and law and so on.

 

▪ Board Diversity Matrix for ChipMOS in 2024

▪ Diversity Policy and Implementation Status in the Composition of the Board of Directors in 2024

 

 

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 continue their education every year in accordance with the regulations and continue 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.

 

▪ Continuing education of the Board of Directors in 2023

 

The ChipMOS Board of Directors exercises its powers in accordance with the Articles of Incorporation and relevant laws and regulations. Its operation and implementation were not corrected by the competent authority in 2023. 7 Board of Directors meetings were held in 2023, and the in-person attendance rate of all Directors was 98% that effectively realized their supervisory functions.

 

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.

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

President of ChipMOS TECHNOLOGIES INC.

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

Representative & Director of Hao 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 Shan Electric Wire & Cable Corp.

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

Director

David Chang
(representative,
Siliconware Precision Industries Co., Ltd.)

Master, Institute of Electronics, National Chiao Tung University

Deputy Director of Global Marketing Division of United Microelectronics Corporation (UMC) 

Senior Director of Europe & Asia District Sales Division of Siliconware Precision Industries Co., Ltd.

Vice President of Siliconware Precision Industries Co., Ltd.

Director

Silvia Su

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

Vice President / Corporate Governance Officer of ChipMOS TECHNOLOGIES INC.

Chairman 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, U.S.A.

Certified Public Accountant (CPA), Taiwan, R.O.C.

Certified Public Accountant (CPA), U.S.A.

Certified Internal Auditor (CIA), U.S.A.

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

Honorary Professor of the 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

Kuei-Ann Wen

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

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

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

Professor of the Institute of Electronics at National Yang Ming Chiao Tung University

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

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

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

Deputy Director of Center for Healthy Longevity and Aging Sciences at National Yang Ming Chiao Tung University

Independent
Director

Hui-Fen Chan

LL.M. Boston University School of Law
LL.B., National Taiwan University
Admitted to practice law in Taiwan, R.O.C. & New York, U.S.A.
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.
Director of Raku Co., Ltd.

Independent Director / Audit Committee Member / Compensation Committee Member of ITEQ Corporation
Independent Director of FORMOSA I WIND POWER CO., LTD.
Independent Director / Audit Committee Member / Compensation Committee Member of Taiwan Mask Corp.
Director of Uniconn Interconnections Technology Co., Ltd.
Attorney of R&S Intel. Attorneys at Law

Independent
Director
Yeong-Her Wang Ph.D., Electrical Engineering, National Cheng Kung University
Chairman of the Department of Electrical Engineering at National Cheng Kung University
Associate Dean of the College of Engineering at National Cheng Kung University
Director of Alumni Association Center of National Cheng Kung University
Independent Director / Audit Committee Member /  Nomination Committee Chairman 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 the Department of Electrical Engineering and the Institute of Microelectronics at National Cheng Kung University
Chairman of Foundation of NCKU Tainan Alumni Association
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 the Department of Electrical Engineering at Chung Yuan Christian University
Independent Director / Audit Committee Member / Compensation Committee Member of Spirox Corporation
Director of Taiwan Electric Research & Testing Center

 

Professor of the 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
Independent Director / Audit Committee Member / Compensation Committee Member / Corporate Governance Committee Member of Padauk Technology Co., Ltd.
Director of AeroVision Avionics Inc.
Independent Director / Audit Committee Member / Risk Management Committee Member / Corporate Governance and Sustainable Development Committee Member / Merger and Acquisition Special Committee Member / ESG Execution Committee Member of China Leasing Company Limited

 

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 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 2023, and the in-person attendance rate of all Independent Directors was 97%.

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 10th Board of Directors

Authority

Formulate and regularly review the policies, systems, standards and structures of the performance and remuneration of the directors and managers.

Regularly evaluate the achievement of the performance of the directors and managers, as well as determine the individual salary content and amount based on the evaluation results obtained from the performance evaluation standards.

Implementation Status

Reviewing the results of the Board's performance evaluations and assessing the achievement of directors' and managers' performance goals.

Determine the remuneration packages with reference to the industry's salary levels.

Total of 6 meetings were convened in 2023.

The attendance of 3 independent directors at the meeting are disclosed in the ChipMOS Annual Report

 

Nomination Committee

Organization

Established on November 2, 2023.

The <Nomination 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), Expertise: Corporate Governance

2.Independent Director Hui-Fen Chan, Expertise: Legal

3.Independent Director Hong-Tzer Yang, Expertise: Corporate Governance

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

Authority

Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the Board, and finding, reviewing, and nominating candidates for directors based on such standards.

Establishing and developing the organizational structure of the Board and each functional committee.

Implementation Status

Total of 1 meetings were convened in 2023, and the in-person attendance rate of all Independent Directors was 100%.

 

Corporate Governance Officer

Organization

Ms. Silvia Su, Vice President of the Finance & Accounting Management Center, acts the Corporate Governance Officer.

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

the professional education of Corporate Governance Officer completed each year in accordance with regulations. Professional education of the Corporate Governance Officer in 2023

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. 7 Board of Directors meetings, 6 Audit Committee meetings and 1 Nomination Committee meetings held in 2023.

2. 1 Annual Shareholders' Meeting held in 2023.

3. The continuing education of directors is in compliance with the regulations every year.

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

 

Internal Audit

Organization

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

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;

7 reports were submitted to the Board of Directors, and 6 were submitted to the Audit Committee in 2023.

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 2023.

 

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 2023.

 

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