Board Composition
TaiSol’s 14th Board of Directors was elected at the Annual General Shareholders’ Meeting on May 24, 2024, consisting of seven members. An additional independent director was elected at the shareholders’ meeting on May 22, 2025, bringing the total number of board members to eight. The Board is composed of individuals with diverse backgrounds and expertise, including experience in business management, various industries, law, and finance. The Board also includes three female directors, and independent directors make up 50% of the total seats, reflecting a strong commitment to diversity and sound corporate governance.
Board Responsibility
The members of the Board of Directors fulfill their duties with integrity and prudence, prioritizing the best interests of the Company. The Board carefully appoints and supervises the management team, exercises independent judgment on corporate affairs, and ensures the effectiveness of internal controls. The Board of Directors convenes at least once every quarter, during which the management reports on the Company’s operational performance.
In addition to the Audit Office, the Company has established four functional committees under the Board: the Audit Committee, Nomination Committee, Remuneration Committee, and Sustainability Committee. These committees conduct audits, reviews, and provide recommendations to the Board, thereby supporting more informed and effective decision-making.
Recusal Rules for the Board Members
By the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” the Company established the “Board Meeting Protocol,” which requires directors to recuse the discussion and voting of motions in which they have private interests.
Director Information
The Company has established a director election system. All directors are elected in an open and fair manner, as required under the Articles of Incorporation, the Procedures for Election of Directors, the Corporate Governance Best Practice Principles, and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and Article 14-2 of the Securities and Exchange Act. The Board is currently composed of four independent directors (50%) and four non-independent directors (50%), one of whom is a managerial officer (14%). None of the directors are relatives within the second degree of kinship, which complies with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
| Title | Name | Education/Experience | Current Position in TaiSol and Other Companies |
|---|---|---|---|
| Chairman | Singatron Enterprise Co., Ltd. Representative: Peng, Peng-Huang | Department of Electrical Engineering, National Taipei University of Technology MBA, Soochow University Vice Chairperson and President of Singatron Enterprise Co., Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. Director of Info-Tek Corporation Director of InfoTek Electronics (Suzhou) Co., Ltd. Director of Kingstate Electronics Corp. Independent director of GIGA-BYTE Technology Co., Ltd. | Chairman & CSO/Director of TaiSol Electronics Co., Ltd. Director, TaiSol Electronics (Hong Kong) Co., Ltd. Legal Representative, World Window Electronics (Hong Kong) Co., Ltd. Vice Chairperson of Singatron Enterprise Co., Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. Director of InfoTek Electronics (Suzhou) Co., Ltd. Director of Kingstate Electronics Corp. Independent director of GIGA-BYTE Technology Co., Ltd. Independent director of Albatron Technology Co., Ltd. |
| Director | Singatron Enterprise Co., Ltd. Representative: Kan, Hsin-Nan | National Hsinchu Commercial Vocational High School Chairperson of Singatron Enterprise Co., Ltd. Director of SINGATRON(BVI) ENTERPRISE CO., LTD. Director of Singatron (Hong Kong) International Holding Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. | Director of TaiSol Electronics Co., Ltd. Chairperson of SINGATRON ENTERPRISE CO., LTD. Director of SINGATRON(BVI) ENTERPRISE CO., LTD. Director of Singatron (Hong Kong) International Holding Ltd. Director of SINGATRON Electronics (China) Co., Ltd. Director of Singatron Electronic (Zhongshan) Co., Ltd. Director of Suzhou Singatron Auto Co., Ltd. Director of Singatron Technology (Hong Kong) Co., Ltd. |
| Director | Singatron Enterprise Co., Ltd. Representative: Peng, Ying-Yuan | National Chung Hsing University, Department of Public Finance and Taxation. Finance & Accounting Manager, Ganso Electronics Co., Ltd. Finance & Accounting Manager, Jiayu Technology Co., Ltd. Deputy Manager, Accounting Department, Singatron Enterprise Co., Ltd. Finance Director, Finance Department, Singatron Enterprise Co., Ltd. Deputy General Manager of Finance, Singatron Enterprise Co., Ltd. Deputy General Manager of Finance and Board Secretary, Singatron Electronics (Suzhou) Co., Ltd. Chief Internal Auditor, Group Audit Office, Singatron Enterprise Co., Ltd. | Director of TaiSol Electronics Co., Ltd. |
| Director | Hsieh, Chun-Shan | Department of Advanced Electronic Equipment Maintenance, National Tainan Industrial High School Supervisor of TaiSol Electronics Co., Ltd. Founder of Coolpc Computer Co., Ltd. | Director of TaiSol Electronics Co., Ltd. Supervisor of Coolpc Computer Co., Ltd. Chairperson of Weisheng Investment Co., Ltd. |
| Independent Director | Wang, Hwei-Min | Master of Industrial Management from Chung Hua University Director of Moores Rowland CPAs | Independent director of TaiSol Electronics Co., Ltd. Independent director of GIGA-BYTE Technology Co., Ltd. Independent director of Phison Electronics Corporation Chairman of Apollon Power Co., Ltd. Chairman of Digital Energy Design Co., Ltd. |
| Independent Director | Wang, Sheng-Shun | Master of Law, National Taiwan University Managing Partner of Chao, Wang & Lin Attorneys at Law | Independent director of TaiSol Electronics Co., Ltd. Managing Partner of Chao, Wang & Lin Attorneys at Law Independent director of Lifestyle Global Enterprise, Inc. Arbitrators of Chinese Arbitration Association, Taipei |
| Independent Director | Chen, Li-Mei | Advanced Master of Business Administration, National Sun Yat-sen University MBA, The Chinese University of Hong Kong CFO of Ritek Technology Co., Ltd. Vice President of Plastron Precision Co., Ltd. Chairperson of Sheng Shin Precision Co., Ltd. | Independent director of TaiSol Electronics Co., Ltd. Independent Director of Kingstate Electronics Corp. Chairperson of Sheng Shin Precision Co., Ltd. |
| Independent Director | Chang , Ming-Lei | Department of Finance and Tax, National Chengchi University Master’s Degree Department of Public Finance, National Chengchi University PhD in Accounting, National Taiwan University Associate Professor, Department of Accounting and Director of Career Development of Business Office, Chung Yuan Christian University Supervisor of Taiwan Cooperative Bank Independent Director of Chant Sincere Co., Ltd. | Professor and Director, Department of Accounting and Vice Dean, Business School, Chung Yuan Christian University Director of Taiwan Cooperative Bank Independent Director of Chant Sincere Co., Ltd. Independent Director of Bausen Inc. |
Board Diversity Policy and Specific Management Objectives and Implementation Status
I. Board Diversity Policy：
The company advocates for and respects a diverse board policy, aiming to strengthen corporate governance and promote the healthy development of the board’s composition and structure. It believes that a diverse policy will contribute to enhancing the overall performance of the company. Board members are selected based on meritocracy, possessing diverse and complementary abilities across industries, including basic composition (such as age, gender, nationality, etc.), as well as industry experience and relevant skills (such as electronics, finance and accounting, law, marketing, and technology), along with abilities in business judgment, management, leadership decision-making, and crisis handling. To enhance the board’s functions and achieve the ideal objectives of corporate governance, Article 20 of the company’s “Corporate Governance Code” specifies the following capabilities that the overall board should possess: 1. Business judgment, 2. Accounting and financial analysis, 3. Operational management, 4. Crisis handling, 5. Industry knowledge, 6. International market perspective, 7. Leadership, and 8. Decision-making. The current diversity policy and implementation status of the board members of the company are as follows:
II. The specific management objectives and achievement for the diversity policy of the company as below:
| Management Objectives | Achievement |
|---|---|
| The number of directors concurrently serving as managers of the company should not exceed one-third of the total number of board seats | In the Company’s 14th Board of Directors, only one of the eight director seats is concurrently held by a manager, achieving the set target of the Board’s diversity policy regarding the number of such seats. |
| Adequate professional knowledge and skills | The Company’s 14th Board of Directors consists of eight directors (including four independent directors), all of whom are distinguished individuals with extensive professional and practical experience. They possess abilities in leadership decision-making, business management, operational judgment, crisis management, industry knowledge, and an international market perspective. The four independent directors have expertise in finance and accounting, and law, while the four directors have backgrounds in electronics manufacturing, information technology, and industrial marketing. The implementation of the board’s diversity policy helps enhance corporate governance efficiency and business management performance. |
| Gender of board members | Among the eight members of the Company’s 14th Board of Directors, three are female, representing 38% of the Board. |
| The tenure of independent directors | The tenure of all four independent directors is less than three terms, complying with the relevant conditions of independence outlined in the “Regulations on the Establishment and Compliance of Independent Directors for Publicly Issued Companies. |
Major Resolutions of Board Meetings
Performance Evaluation of the Board
Performance evaluation operating
I. By the “Performance Evaluation Regulations of Directors and Managers” approved by the Board of Directors in 2009, the Company should make annual performance evaluations of the Board and its members. At least once every three years, the Remuneration Committee shall appoint an external professional and independent organization or a team of external experts and scholars to perform the evaluation.
II. The appropriateness of such performance evaluation methods shall be reviewed every year.
III. The performance evaluation of the Board shall be conducted in five major aspects.
1. The degree of participation in the operation of the Company.
2. Improvement of the quality of the Board decisions.
3. Composition and structure of the Board.
4. Election and continued education of directors.
5. Internal control.
IV. The performance evaluation of the Board members shall be conducted in six major aspects.
1. Knowledge of company goals and tasks.
2. Awareness of director responsibilities.
3. The degree of participation in the operation of the Company.
4. Internal relationship management and communication.
5. Professionality and continued education of directors.
6. Internal control.
Implementation Results of Internal Performance Evaluation
2022
2021
External performance evaluation results
2020
On 2020/8/6, the Company appointed Mr. Chun-Cheng Lin and his team from the TCGA Taiwan Corporate Governance Association to perform an external evaluation by questionnaire self-evaluation, written review, and on-site assessment. The evaluation included eight significant aspects: Board composition, guidance, authorization, supervision, communication, self-regulation, internal control, risk management, and other factors such as Board meetings and support systems.This external performance evaluation of the Board has been approved in the 4th Board Meeting of the year.