GOVERNANCE OPERATIONS
For an extended period Primax's Board of Directors has adhered to high standards, often surpassing legal requirements, in its corporate governance principles. This serves as the foundation for a robust system, ensuring the effective operation of the Board and safeguarding shareholder interests. It's also a pivotal cornerstone of the company's sustainable operations. To bolster the structure and functioning of the Board, various committees have been established underneath it, including the Remuneration Committee, Audit Committee, Nomination Committee, and, as of November 2021, the Risk Management Committee. This formation aims to elevate the governance level of risk management and enhance the Board's functions.
Organizational Structure of Corporate Governance
Please refer to "Investor Relations/Corporate Governance / Board of Directors and Functional Committees" for information on the number of members, terms, powers, and focus of each committee established by the board. For detailed operational information, please consult the "2022 Shareholders' Meeting Annual Report".
| Audit Committee | Remuneration Committee | Nomination Committee | Sustainability Development & Risk Management Committee | ||
|---|---|---|---|---|---|
| Chairman of Board | Pan, Yung-Chung | ●Convener | ●Convener | ||
| Director | Pan, Yung-Tai | ● | ● | ||
| Director | Duh, Jia-Bin | ||||
| Director | Lee, Ji-Ren | ● | |||
| Independent Director | Huang, Hsiu-Chuan | ● | |||
| Independent Director | Wu, Chun-Pang | ●Convener | ● | ● | ● |
| Independent Director | Wang, Jia-Chyi | ● | ● | ● | |
| Independent Director | Lai, Fei-Pei | ● | |||
| Independent Director | Ma, Hui-Fan | ● | ●Convener | ● |
Composition of the Board of Directors
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.
Board Diversity
The company places great importance on promoting board diversity and has set specific phased goals for achieving a diverse board composition. During the director selection process, the Nomination Committee considers candidates from different age groups and encourages a gradual generational transition to ensure a diverse and inclusive representation on the board.
Target Percentage of Female or Foreign Director
Before 2020, achieve
+10
%
During 2024-2027, achieve
+20
%
During 2030-2033, achieve
+30
%
Board Diversity
The proportion of female or foreign directors accounted for
+10
%
The proportion of independent directors accounted for
+50
%
Gender and Age Composition of Directors
Professional Background of Directors
In terms of the professional backgrounds of the directors: eight had experience in the industry and management, two had experience in R&D, four had backgrounds in marketing (50%), and three had financial experience. 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; including risk management, IT, financial and accounting, and legal.
Governance Updates
Board of Directors' remuneration
A Compensation Committee has been created directly under the board of directors in accordance with the "Primax Electronics Compensation Committee Charter" to review remuneration policies, systems, standards and structures, and to approve and evaluate performance targets for all directors, executives, and managers. None of the committee members have undertaken this role within concurrent Company service. The remunerations of directors include rewards and compensations.
Board of Directors' Remuneration
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 Compensation 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
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 Compensation 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 Compensation Committee and the Board. The remuneration system is subject to review based on the actual operation and relevant laws and regulations.
Training of Directors
To improve performance of board members, training courses are arranged regularly 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 8 Primax Directors
Attended
55
hours of continuing education
Communication with all 8 Directors is Conducted through Email
Completion rate
100
%
7 Directors Have Participated in
Training in Courses Related to Integrity is about
25
%
Performance Evaluation of the Board of Directors and Functional Committees
For sound corporate governance and improvement of board functionality, Primax Electronics has implemented a board performance evaluation policy since November 10 , 2016 and disclosed it on the corporate website and MOPS. According to the policy, the Company is required to conduct internal board performance evaluation at least once a year, and engage an independent institution or expert team from outside the organization to conduct external board performance evaluation at least once every three ( 3 ) years. Performance evaluation for the current year needs to be completed by no later than the end of the year. The Company has completed the performance evaluation of the Board of Directors and functional committees by external entities in 2017 and 2020.