- Board of Directors
- Internal Auditing
- Corporate Governance
- Ethical Corporate Management
- Information Security
- Intellectual Property Rights Management
- Major Internal Policies
- MS, Media Lab, Massachusetts Institute of Technology
- BS, Electrical Engineering, National Taiwan University
- Advisor, Creativity Lab, Industrial Technology Research Institute
- Member of the Advisory Board, Skysoft Co., Ltd. (now KKBOX)
- Merrill Lynch Fellow
- Consultant, AT&T Labs-Research
Master's Degree in Electrical Engineering from the University of Cambridge, United Kingdom
Master's Degree in Computer Science from Rutgers University, United States
Tech Lead at PacketStream, United States
Software Engineer at Bell Labs, United States
Master of Science, Strategic Product Design, Industrial Design Engineering, Delft University of Technology, The Netherlands
Bachelor of Science, Mechanical Engineering, National Taiwan University
Founding Member of eSOON (China) Information Technology Co., Ltd
Co-founder of Skysoft Co., Ltd. (now KKBOX)
Hogeschool Brabant, HEAO
Product Manager at ACM/BenQ Europe
Sales Manager at TwinMOS Technologies
Sales Manager at SPM Instrument
Master's Degree in Electrical and Computer Engineering from Northwestern University, United States
Bachelor's Degree in Communications Engineering from National Chiao Tung University
Senior Manager in the Product Solutions Department at Ericsson Co., Ltd.
Research and Development Manager at the Nortel Networks Interoperability Test Center
Master's Degree in Computer Science from Tamkang University
VP of Research Development Division at Groundhog Technologies Taiwan Ltd.
Mobility Intelligence Division
Master's Degree in Information Management from National Taiwan University
Product Manager at GCCA Inc.
Master's Degree in Computer Science from National Taiwan University of Science and Technology
Bachelor's Degree in Electronic Engineering from Multimedia University, Malaysia
Project Manager at CyberLink Corp.
Master's Degree in Accounting from National Taiwan University
Bachelor's Degree in Accounting from National Taiwan University
Certified Public Accountant in the Republic of China (Taiwan)
Chief Accounting Officer at Mottama Holdings
Deputy CFO at Pilarquim Corp.
Manager at PwC, Taiwan
Manager in the Financial Control Department at HSBC Commercial Bank
Board of Directors
The company has established a “Corporate Governance Principles” which stipulates that the composition of the board of directors should take into account diversity. In formulating appropriate diversity policies, the company considers its own operations, business model, and development needs. These policies should include, but are not limited to, basic criteria and values (such as gender, age, nationality, and culture) and expertise and skills (such as law, accounting, industry, finance, marketing, or technology). Directors are expected to possess the knowledge, skills, and qualifications necessary to carry out their duties.
The company currently has a total of 7 directors, each with diverse professional backgrounds in industries and academia. They possess expertise in operational management, leadership decision-making, and industry knowledge in various academic or financial fields. Among the directors, 14.3% are employees of the company, while 57.1% are independent directors.
|Chairman||Mr. DAVID CHIOU||BS, Electrical Engineering, National Taiwan University
MS, Media Lab, Massachusetts Institute of Technology
Chairman of Groundhog Inc.
|Independent Director||Mr. HO CHEN, TAN||Master’s degree from Virginia Tech, USA
Minister of Transportation of the Republic of China
Chairman of Chunghwa Telecom (Co., Ltd.)
|Independent Director||Mr. TSENG, CHIN-LUNG||Bachelor’s degree, Department of International Trade, Tamkang
University Director, Securities OTC Trading Center
Chairman, KGI Securities Co., Ltd.
|Independent Director||Mr. TSENG, TSUNG-LIN||University of Missouri-Columbia, MBA
Bachelor of Accountancy, National Cheng Kung University
Chief Financial Officer, Taiwan Semiconductor Manufacturing Co., Ltd.
|Independent Director||Mr. LIN, YI-BING||Ph.D., Department of Computer Engineering, University of Washington (Seattle)
Vice President, National Chiao Tung University
Deputy Minister, Ministry of Science and Technology
|Director||Mr. CHIOU, PI-HUU||Bachelor’s degree, Department of Industrial Management, National Cheng Kung University
General Manager of Zhongbai Co., Ltd., a company affiliated with Hexin Group
General Manager of Zhongda Co., Ltd.
|Director||Mr. HORNG, JYH-FENG||MSEE Degree from Northwestern University (USA)
President of Blackmarble Capital Management
Director of Jetbest Corporation
Director of Xrex Inc.
Board attendance in 2022
|Title||Name||Actual Attendance||Delegated Attendance||Attendance Rate||Remark|
|Chairman||Representative of Fanrui Investment Co., Ltd
Mr. David Chiou
|8||0||100%||Election at shareholders meeting on 2022/08/04|
|Director||Mr. CHIOU, PI-HUU||6||0||100%||Election at shareholders meeting on 2022/08/04|
|Director||Mr. HORNG, JYH-FENG||8||0||100%||Election at shareholders meeting on 2022/08/04|
|Independent Director||Mr. HO CHEN, TAN||5||0||100%||Election at shareholders meeting on 2022/08/04|
|Independent Director||Mr. TSENG, CHIN-LUNG||5||0||100%|
|Independent Director||Mr. TSENG, TSUNG-LIN||5||0||100%|
|Independent Director||Mr. LIN, YI-BIN||2||0||100%||Election at shareholders meeting on 2022/11/03|
The company’s Audit Committee is comprised of four independent directors. The Audit Committee is dedicated to assisting the Board of Directors in overseeing the quality and integrity of the company’s execution of accounting, auditing, financial reporting processes, and financial controls.
In the fiscal year 2022, the Audit Committee of the company held four meetings, with a 100% attendance rate among all committee members.
|Title||Name||Actual Attendance||Delegated Attendance||Attendance Rate||Remarks|
|Chair||Mr. TSENG, TSUNG-LIN||4||0||100%||Election at shareholders meeting on 2022/08/04|
|Member||Mr. HO CHEN, TAN||4||0||100%|
|Member||Mr. TSENG, CHIN-LUNG||4||0||100%|
|Member||Mr. LIN, YI-BIN||2||0||100%||Election at shareholders meeting on 2022/11/03|
The company’s Compensation Committee is established to assist the Board of Directors in implementing and assessing the overall compensation and benefits policies of the company. According to its organizational regulations, the Compensation Committee periodically reviews the policies, systems, standards, and structures related to the performance and compensation of directors and executives. It also conducts regular evaluations of the compensation for directors and executives, and after making recommendations, submits them for discussion by the Board of Directors.
In the fiscal year 2022, the Compensation Committee of the company held one meeting with a 100% attendance rate among all committee members.
|Title||Name||Actual Attendance||Delegated Attendance||Attendance Rate|
|Chair||Mr. TSENG, CHIN-LUNG||1||0||100%|
|Member||Mr. HO CHEN, TAN||1||0||100%|
|Member||Mr. TSENG, TSUNG-LIN||1||0||100%|
|Member||Mr. LIN, YI-BIN||1||0||100%|
Communication between Independent Directors and Accountants
During each quarterly meeting of the Audit Committee, the auditor reports to the independent directors regarding the audited (or reviewed) financial statements and the status of internal control audits. Simultaneously, discussions take place regarding the presence or absence of financial statement adjustments and whether newly enacted laws and regulations have an impact on the financial statements.
The communication between the independent directors and accountants has been positive. Below is an excerpt of the key communication topics for the fiscal year 2023:
|2023.06.16||The results of the first quarter consolidated financial statements for the year 2023, including communication regarding key audit matters.|
Internal Audit Organization
The company has established an Audit Committee under the Board of Directors, composed entirely of independent directors. Additionally, an independent internal audit unit is set up to report directly to the Board of Directors and the Audit Committee. In addition to regular reporting to the Audit Committee on audit activities, the head of the audit department also attends Board of Directors meetings to provide reports.
The internal audit unit conducts reviews according to the “Internal Audit Implementation Rules” to assess the adequacy of internal control systems and the effectiveness of general operational procedures. Continuous auditing is carried out, covering all internal operations of the company and its subsidiaries.
Audit Execution and Operations
Every year, the internal audit unit conducts an overall risk assessment based on changes in the business environment and previous audit results. They then formulate an annual audit plan, which is submitted to the Audit Committee for review and approved by the Board of Directors before implementation.
The results of monthly audits are presented to independent directors in audit reports by the end of the following month, and follow-up reports are submitted quarterly. The head of the audit department also attends Audit Committee meetings to provide business reports to independent directors. Additionally, they communicate the results of audit report execution and the status of internal audit deficiencies tracking.
Self-Assessment of Internal Controls
An annual self-assessment of internal controls is conducted, with the internal audit unit reviewing self-assessment reports from various units. This review also takes into account any internal control deficiencies and improvements identified by the audit unit during the reporting period. These assessments serve as a primary basis for the Chairman and CEO to evaluate the effectiveness of the overall internal control system and issue an internal control system statement.
Appointment and Evaluation of Internal Audit Personnel
The internal audit unit is under the jurisdiction of the Board of Directors, and audit personnel meet the qualification requirements stipulated by the Financial Supervisory Commission. The appointment and removal of the head of the audit department are subject to Board of Directors’ decisions. The appointment, evaluation, and compensation of internal audit personnel are carried out in accordance with the “Personnel Management Regulations” and are reported to the Chairman for approval according to the established process.
Information such as the names, ages, education, experience, years of service, and ongoing training of audit personnel is submitted for review to the competent authority by the end of January each year.
Communication between Independent Directors and Auditor
The head of the audit department submits monthly audit reports and quarterly follow-up reports to independent directors. They also attend Audit Committee meetings to report on audit activities. Additionally, they communicate the results of audit report execution, internal audit deficiencies, and recommendations for improvement to the independent directors.
The communication between the independent directors and the auditor of the company has been positive. Below is an excerpt of the key communication topics for the fiscal year 2023:
|General Manger’s Office||General Manger’s Office Drafting major business strategies and directions for the company, setting operational objectives, and controlling and reviewing the execution and performance of operational objectives.|
|Internal Audit Division||Internal Audit Division Establishing the audit system, reviewing and modifying the content; auditing and evaluating the reasonableness and effectiveness of internal control systems and various management systems; formulating the annual audit plan, conducting routine audit operations, tracking and reviewing abnormal improvements.|
|Administration Division||Accounting Department: Handling accounting-related matters, budget preparation and control, providing management with analysis statements for decision-making, processing board meeting affairs, and tax filing operations.
Finance Department: Handling banking-related matters, programing financial management, and planning the use of long-term and short-term funds.
Investor Relations Department: Establishing and maintaining relationships with domestic and foreign investors, organizing analyst meetings and investor conferences, monitoring operation statusand processing industry analysis, handling regular shareholder meeting affairs, compliance with relevant laws and regulations related to shareholders related operations.
General Affairs Department: Procurement, management, and maintenance of fixed assets, general supplies, and IT appliances; suppliers management; labor safety and health management.
IT Department: Planning and implementing the company’s computerized management system, setting and maintaining networks, developing and executing information security mechanisms, planning and maintaining computer hardware and software deployment, and planning and executing overall computerized operations.
|Research Development Division||Responsible for assessing the development direction and technical development of new technologies; technical document filing management and project progress management.|
|Business Operation Division||CSE Department: Assisting business units in customer communication during the pre-sales phase; telecom technology solution consulting; researching advanced telecom technology solutions and coordinating with product departments for product integration and development.
Project Management Department: Communicating, discussing, and negotiating with customer for their needs, solving customer’s problems, and communicating with internal R&D segments.
Business Development Department: Gathering market information, planning and executing business strategies, conducting sales forecasting analysis; reviewing, quoting, and approving customer orders and contracts; executing business expansion; supervising and controling customer accounts receivable collection.
|Mobility Intelligence Division||Responsible for assessing the development direction and technical development of mobile intelligence new technologies; project progress management; planning business strategies, reviewing, quoting, and approving customer orders and contracts.|
|Human Resource Division||Establishing human resources management systems, overall human resource planning and development. Establishment, implementation, and maintenance of employee welfare & communication machanism; planning and executing human resources-related tasks such as recruitment, hiring, education and training, promotion, assessment, retirement, and termination.|
Corporate Governance Officer Establishment
On March 29, 2023, the board of directors of our company passed a resolution to appoint Mr. Xu Fuqiang, Chief Financial Officer of the Administrative Division, as the Corporate Governance Officer. He is responsible for matters related to corporate governance, including conducting meetings of the board of directors and shareholders in accordance with the law, preparing minutes of board of directors and shareholders meetings, assisting directors in their roles and continuous education, providing necessary information for the board of directors to execute their duties, and assisting directors in compliance with legal requirements.
|1||Taiwan Corporate Governance Association||Corporate Governance and Securities Regulation||112/04/20||112/04/20||3 hr|
|2||Securities and Futures Institute||Practical seminar for directors (including independent directors) and corporate governance supervisors||112/05/30||112/05/31||12 hr|
|3||Accounting Research and Development Foundation||How to correctly understand corporate governance evaluation indicators||112/07/12||112/07/12||3 hr|
Prevention of Insider Trading Promotion
Article 10 of the Corporate Governance Pinciples stipulates that, in order to safeguard the rights and interests of shareholders and ensure equal treatment of shareholders, the company shall establish internal regulations prohibiting insiders from trading in securities with undisclosed material information in the market. Such regulations should include trading controls for insiders from the date of obtaining access to the company’s financial reports or related performance information, including (but not limited to) the prohibition of directors from trading their stocks during a closed period of thirty days before the annual financial report announcement and fifteen days before the announcement of each quarterly financial report.
As of now, the company has not identified any instances of insiders violating the above provisions.
To uphold the practice of integrity in our operations, our company has established regulations including the “Integrity Business Code,” “Corporate Governance Practices,” and “Code of Ethical Conduct.” We require all employees to clearly understand and adhere to these regulations and also expect our customers, suppliers, and other business partners to share and support our company’s core values of integrity.
Operations Oversight Unit
Our company has formed the “Sustainable Business Operations Task Force,” which includes the General Manager’s Office and various department-level units. The General Manager serves as the convener of this task force. Based on the responsibilities and scope of each unit, this task force assists the Board of Directors and management in formulating and supervising the execution of integrity operation policies and preventive measures. An annual report is submitted to the Board of Directors in the fourth quarter.
Regarding the operation of the Board of Directors, each director who has a conflict of interest with any agenda item, whether directly or on behalf of a legal entity they represent, and if it poses a potential harm to the company’s interests, is allowed to express their opinions and be questioned but is not permitted to participate in the discussion or vote on the matter. Furthermore, they are required to abstain from the discussion and voting and cannot act as a proxy for other directors in exercising their voting rights.
Internally, we have established internal control systems, including accounting procedures, and conduct annual assessments and self-checks to evaluate their effectiveness. These assessments are reviewed by our internal audit department.
Externally, before establishing business relationships with customers, suppliers, or other business partners, we conduct assessments of their business practices’ legality, integrity-related policies, and any records of dishonest behavior.
- 100% of employees signed the “Code of Ethical Conduct” in the fiscal year 2023.
- 100% of directors and executives signed the “Integrity Business Declaration” in the fiscal year 2023.
- Our company regularly conducts internal education and training on integrity and ethics. Employees are required to complete online assessments upon course completion.
Our company encourages both internal employees and external individuals to report any unethical behavior through the following channels:
The reporting and complaint email address is firstname.lastname@example.org
Risk Management Framework
To strengthen security management and ensure the security of information systems and networks, our company has an independent IT department not affiliated with user units, responsible for the following:
- Coordinating, planning, and implementing information security policies.
- Promoting information security messages to enhance employee awareness of security.
- Improving the performance and effectiveness of the corporate information security management system through technology, products, or procedures.
The IT department conducts information security audits annually in collaboration with internal audit personnel and external auditing entities in accordance with the “Computerized Information System Internal Control Procedure” to ensure the effectiveness of internal controls in company information operations.
Information Security Policy
To implement information security management and ensure the continuous operation of the company for business development, our company has established the Information and Communication Security Policy as following:
- Implementing information security systems;
- Strengthening information system protection; and
- Reducing operational risks.
This is to maintain the confidentiality, integrity, and availability of information and communication systems.
Our company has established an internal control system for computerized information systems, and through the collective efforts of all employees, we aim to integrate information security into daily operations. We expect to achieve the following policy objectives:
- Implement the execution of information and communication security procedures.
- Effectively manage information assets and take appropriate protective measures.
- Protect information and communication systems from unauthorized access, maintaining the confidentiality of information systems.
- Prevent unauthorized modifications to protect the integrity of information systems.
- Ensure information systems are available to authorized users at all time.
- Assess the impact of various human-made or natural disasters, formulate Disaster Recovery (DR) plans for core information and communication systems, and ensure the sustainable operation of business.
- Respond to changes in the cybersecurity threat landscape by implementing information security training kits and promoting information security awareness programs to employees.
- Enhanced measurement & management of suppliers to ensure the security of information and communication services
- Implement audit execution and management review processes to ensure the continuous improvement of the information and communication security management system.
- Comply with legal and regulatory requirements.
Information Security Management Plan
|Device and Information Security||
|Advocacy and Inspection||
Allocated Resources for Information Security Management
To implement information security policies, allocate resources as follows:
- Network hardware equipment such as firewalls, email antivirus, spam filters, and virtualized operational environments.
- Redundant telecommunications services such as multiple network connections and cloud backup services.
- External education and training programs for IT personnel.
Intellectual Property Management Plan
In order to safeguard our research and development resources, maintain our innovative momentum, and enhance our competitive advantage, our company intends to establish an Intellectual Property (IP) Management Plan that aligns with our operational goals and IP strategy.
- Stay well-informed about recent patent approvals in the industry and understand market development trends.
- Maintain detailed records of the development process within the R&D department and retain relevant documentation.
- Develop new patent application procedures.
- Periodically engage a patent law firm to assist with patent searches and drafting of specifications.
- Our company’s trademark was registered effective in 2020.
- Develop new trademark application procedures.
- Regularly assess the use status of registered trademarks.
- Establish an in-house information team to develop a proprietary management system for internal use.
- Create a software development team to develop application software required for various products, effectively reducing compatibility concerns.
Protection of Trade Secrets
- Clearly define the confidentiality of information and nondisclosure obligations in employee contracts.
- Provide employees with access control cards to grant entry permissions.
- Non-employees visiting our premises must register their identity and be accompanied by our company staff at all times.
- Computer equipment requires employee passwords for identification, and passwords are regularly changed.
Regular Education and Training
- Conduct educational training to inform employees about intellectual property rights management policies and relevant trade secret regulations.
本公司定期於每年第4季將智慧財產相關事項提報至董事會報告，第一次提報日期為112年 月 日。
In 2022, our company established the “Intellectual Property Management Regulations,” with the following main implementation status:
- Intellectual property management personnel regularly update the “Intellectual Property Inventory.”
- Maintain records of intellectual property certificates, including patents and trademarks.
- Conduct annual inventory of patent certificates.
- New employee training program on “Intellectual Property knowledge and Management System.”