Board Members
Chairman
Pan, Yung-Chung
Education & Experience
EE in Feng Chia University
General Manager of Business Unit at Primax Electronics
General Manager of Business Unit at Primax Electronics
Director
Pan, Yung-Tai
Education & Experience
ME in Chung Yuan Christian University
General Manager of Business Unit at Primax Electronics
General Manager of Business Unit at Primax Electronics
Director
Duh, Jia-Bin
Education & Experience
Department of Management, Northwestern University Kellogg School
CEO of China at Cisco System
CEO of China at Cisco System
Director
Lee, Ji-Ren
Education & Experience
(Representative of Green Land Investment Limited)
PhD of University Illinois Urbana-Champaign
Associate Dean at College of Management, National Taiwan University
PhD of University Illinois Urbana-Champaign
Associate Dean at College of Management, National Taiwan University
Independent Director
Huang, Hsiu-Chuan
Education & Experience
EE in Tatung University
Chairman of Vizionfocus Technology
Chairman of Vizionfocus Technology
Independent Director
Wu, Chun-Pang
Education & Experience
MS of Business Administration in University of Missouri
General Manager of Taiwan Region at Deutsche Bank AG
General Manager of Taiwan Region at Deutsche Bank AG
Independent Director
Wang, Jia-Chyi
Education & Experience
MS of Kellogg School of Management at Northwestern University
Managing Director and Director at Zenith Consulting Company Limited
Managing Director and Director at Zenith Consulting Company Limited
Independent Director
Lai, Fei-Pei
Education & Experience
PhD of University of Illinois
Professor at National Taiwan University
Professor at National Taiwan University
Independent Director
Ma, Hui-Fan
Education & Experience
MS of International Business in National Taiwan University
Vice President of HR at TSMC
Vice President of HR at TSMC
Diversification of The Board Members
Board members at Primax Electronics are chosen through nomination and elected by all shareholders in a transparent, electronic voting session. All members possess the necessary abilities, knowledge, and experience to exercise their powers and responsibilities. All directors consider long-term interests of the Company' and shareholders' to be their top priority, and formulate their strategies in an objective manner. The Primax Board is convened at least once a quarter. Eight Board meetings were convened during 2023 and the average attendance rate for all directors was 98.55%.
Board diversity is important to Primax and phased targets have been set: The number of women or foreigners sitting on the Board must exceed 10% by 2021 (completed), exceed 20% between 2024 and 2027, and exceed 30% between 2030 and 2033.
Nine people sat on the Primax Board in 2023 including five independent directors (56%). Two of the independent directors have been in the position for fewer than 3 years, and two independent directors have been in position for 3 to 6 years, and one independent director has been in the position for 6 to 9 years. There were seven male directors (78%) and two female directors (22%) on the board. One director was aged between 71 and 80 years of age (11%), seven were aged between 61 to 70 years of age (11%), and one was aged between 51 and 60 years of age (12.5%). Board directors, therefore, come from different age groups and generational change is gradually taking place.
In terms of the professional backgrounds of the directors: nine had experience in the industry and management (100%), seven had experience in industry (78%), three had experience in R&D (33%), four had backgrounds in marketing (44%), and three had financial experience (33%). In terms of the professional knowledge and skills required for directors, eight possessed the necessary knowledge and skills for leadership, decision-making, operations, and management (100%); seven of them had knowledge and skills of risk management (78%); three had an IT background (33%); five had financial and accounting backgrounds (56%), and one had legal knowledge and skills (11%).
Board diversity is important to Primax and phased targets have been set: The number of women or foreigners sitting on the Board must exceed 10% by 2021 (completed), exceed 20% between 2024 and 2027, and exceed 30% between 2030 and 2033.
Nine people sat on the Primax Board in 2023 including five independent directors (56%). Two of the independent directors have been in the position for fewer than 3 years, and two independent directors have been in position for 3 to 6 years, and one independent director has been in the position for 6 to 9 years. There were seven male directors (78%) and two female directors (22%) on the board. One director was aged between 71 and 80 years of age (11%), seven were aged between 61 to 70 years of age (11%), and one was aged between 51 and 60 years of age (12.5%). Board directors, therefore, come from different age groups and generational change is gradually taking place.
In terms of the professional backgrounds of the directors: nine had experience in the industry and management (100%), seven had experience in industry (78%), three had experience in R&D (33%), four had backgrounds in marketing (44%), and three had financial experience (33%). In terms of the professional knowledge and skills required for directors, eight possessed the necessary knowledge and skills for leadership, decision-making, operations, and management (100%); seven of them had knowledge and skills of risk management (78%); three had an IT background (33%); five had financial and accounting backgrounds (56%), and one had legal knowledge and skills (11%).
| Title | Name | Basic | Experience | Skill | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Male | Country | Age |
Independent Director
Seniority
|
Industry | RD | Marketing | Banking | Management |
Leading
Decision
|
Business
Management
|
Risk
Management
|
Information
Tech
|
Finance
Accounting
|
Law | ||
| Chairman | Pan, Yung-Chung | Male | Republic of China | 61~70 | ||||||||||||
| Director | Pan, Yung-Tai | Male | Republic of China | 71~80 | ||||||||||||
| Director | Duh, Jia-Bin | Male | Republic of China | 61~70 | ||||||||||||
| Director | Lee, Ji-Ren | Male | Republic of China | 61~70 | ||||||||||||
| Independent Director | Huang, Hsiu-Chuan | Male | Republic of China | 71~80 | Less than 3 years | |||||||||||
| Independent Director | Wu, Chun-Pang | Male | Republic of China | 61~70 | 6 to 9 years | |||||||||||
| Independent Director | Wang, Jia-Chyi | Female | Republic of China | 51~60 | 3 to 6 years | |||||||||||
| Independent Director | Lai, Fei-Pei | Male | Republic of China | 61~70 | Less than 3 years | |||||||||||
| Independent Director | Ma, Hui-Fan | Female | Republic of China | 61~70 | Less than 3 years | |||||||||||
Continuing Education of Directors
To improve the performance of board members, training courses are arranged by the Company in accordance with Primax Electronics Corporate Governance Principles, Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, and other relevant regulations on the latest domestic and overseas developments in economic, environmental and social governance. Topics included finance, risk management, business, commerce, accounting, law, corporate governance, integrity, ethics, and corporate social responsibility. These training courses help board members maintain their values, professionalism and capabilities. The 9 Primax directors attended 66 hours of continuing in education during 2023 and complied with the requirements set by“Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.”Re-elected directors were required to complete at least 6 hours of training during their term, while newly-elected directors were required to complete at least 12 hours. Please refer to the table below for further details on the continuing education of directors during 2023.
Operation of the Compensation Committee
Directors' Remuneration
A Remuneration Committee has been created directly under the board of directors in accordance with the Primax Electronics Remuneration Committee Charter to review remuneration policies, systems, standards and structures, and to approve and evaluate performance targets for all directors, executives, and managers.
The remunerations of directors include rewards and compensations. The Company Articles of Association stipulate that should the Company make a profit, no more than 2% of it shall be used as rewards for the directors. This is subject to discussion by the Remuneration Committee, resolution of the Board, as well as by presentation to a Meeting of the shareholders. Reasonable rewards are decided by reference to operation performance, contribution to such performance, and the outcome of appraisal by the Board. The Chairman’s remuneration is proposed by the HR Department after a consideration of the competitive environment, the operational risks on the basis of management regulations, and a bonus plan assessment. The Remuneration Committee makes a proposal after an assessment of performance which is then submitted to the board for approval. The relevant appraisals and reasonableness of compensations are reviewed by the Remuneration Committee and the Board. The remuneration system is subject to review based on the actual operation and relevant laws and regulations.
Performance Evaluation for Board of Directors
The Board of Directors undergoes a performance evaluation each December in accordance with the Primax Rules for Performance Evaluation of the Board of Directors. An external evaluation of Board performance must also be conducted once every three years. According to the aforementioned rules, the performance evaluation should cover the following areas at a minimum:
| Subject | Board of Directors | Director Members | Functional Committees |
|---|---|---|---|
| Required Areas of Assessment |
1. Engagement in the operations of the Company. 2. Enhancement of the quality of decision-making of the BOD. 3. Composition and structure of the BOD. 4. The election and continuing education of the members of the BOD. 5. Internal control. |
1. Grasping the goal of the company and mission. 2. Awareness of the duties of directors. 3. Engagement in the operations of the Company. 4. Internal relationship management and communications. 5. The election and continuing education of the directors. 6. Internal control. |
1. Engagement in the operations of the Company. 2. Awareness of the duties of a functional committee member. 3. Enhancement to the quality of functional committee decision-making. 4. Composition of the functional committee and selection of committee members. 5. Internal control. |
Required Areas of Assessment
| Board of Directors |
|---|
|
1. Engagement in the operations of the Company. 2. Enhancement of the quality of decision-making of the BOD. 3. Composition and structure of the BOD. 4. The election and continuing education of the members of the BOD. 5. Internal control. |
| Director Members |
|---|
|
1. Grasping the goal of the company and mission. 2. Awareness of the duties of directors. 3. Engagement in the operations of the Company. 4. Internal relationship management and communications. 5. The election and continuing education of the directors. 6. Internal control. |
| Functional Committees |
|---|
|
1. Engagement in the operations of the Company. 2. Awareness of the duties of a functional committee member. 3. Enhancement to the quality of functional committee decision-making. 4. Composition of the functional committee and selection of committee members. 5. Internal control. |
Outcome of the evaluation is rated using a 5-grade scale. Results of the evaluations are also reported to the BOD for review and improvement.
5
Excellent
Excellent
Consistent with better international governance practices.
4
Good
Good
Consistent with better domestic governance practices.
3
Average
Average
Consistent with domestic regulations or general standards.
2
Improvement Needed
Improvement Needed
Inconsistent with domestic regulations or general standards to a minor extent.
1
Material Improvement Needed
Material Improvement Needed
Severe deficiencies exist.
Performance evaluations are conducted by Primax for the entire Board, individual Board members, and functional committees (Audit and Compensation) in accordance with the aforementioned rules and scope of evaluation. Evaluations take the form of internal self-assessment by the Board, self-assessment by Board members, and performance evaluations conducted by external bodies, experts or other means as appropriate.
The Avoidance of Conflicts of Interest
Primax has implemented a Corporate Governance Code of Conduct and Business Integrity Procedures and Behavioral Guidelines. These guidelines require any director, manager, or representative with a vested interest in a board meeting to disclose their involvement and refrain from participating in related discussions or voting. Moreover, they are prohibited from exercising proxy voting rights on behalf of other directors. Primax's directors adhere strictly to these standards, consistently abstaining from discussions that could present conflicts of interest. For more details, please refer to the Corporate Governance chapter of the company’s annual report.