Investor Relations

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BoD of Directors are as follows

In order to implement the policy of diversification of the Board members, and be appropriate in respect of its operation, business model and development needs. The diversity policy should include but not be limited to the following two standards:

1. Basic conditions and values: gender, age, nationality and culture.

2. Expertise and Skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience.


Job TitleNameMain academic qualificationBasic compositionIndustry experienceProfessional capabilities
NationalityGenderAgeIndependent director’s term of office and seniorityFinance and taxationBusiness AdministrationLawIndustry knowledgeInsurance and financeLawFinance and accountingBusiness Administration
Chairman of BoardCheng Ming-ChiNational Sun Yat-sen University EMBAthe R.O.C.Male51~60-VV-V--VV
DirectorChen Yong-Chang (Representative of Chi Lien)Department of Law, National Taiwan Universitythe R.O.C.Male61~70---VV-V--
DirectorHung Chi-Shan (Representative of Chi Lien)Gang Wei Elementary School, Madouthe R.O.C.Male71~80-V-V--VV-
DirectorJeng Xi Shih (Representative of Tai Peng)Department Of Mechanical Engineering, National Cheng Kung Universitythe R.O.C.Male71~80--V-V---V
DirectorBlue Lan (Representative of Tai Peng)National Sun Yat-sen Universitythe R.O.C.Male41~50--VVV-V-V
DirectorLin Pei-RuNCHU Department of Foreign Languages and Literaturesthe R.O.C.Female51~60--V-V---V
DirectorDavid ChengUniversity of Calfornia, Irvine Electrical Enginerringthe U.S.A.Male31~40--V-V---V
Independent directorXin-Bin FuNational Chiao Tung University Ph.D of Engineeringthe R.O.C.Male61~70Within 3 yearsVV-V--VV
Independent directorWu Pei-JunPhD of Laws degree at Keio University, Japanthe R.O.C.Female51~60Within 3 yearsV---V-V-
Independent directorHuang Shui-TongMaster of Law, Chinese Cultural Universitythe R.O.C.Male71~80Within 3 years--V--V--
Independent directorAnson TsengMBA, Chicago Universitythe R.O.CMale31~40Within 1 years-V-----V

The Duties of the Board of Directo

Regarding to Chairman Cheng's belief of corporate governance, a board of directors' primary duty is to establish supervision. The board should supervise the Company's compliance with relevant laws, and timely disclosure of material information, and the integrity within the Company. The Board fulfills above duties and through the Compensation Committee, and through the Internal Audit department.

The second duty of the Board of Directors is to strengthen the function of the management team. Flexium's management reports to the Board periodically. Moreover, the Board also usually reviews and guides the progress of Company's business strategies with the management team.

The third duty of the Board of Directors is to build the structure of effective corporate governance. Flexium's management has maintained a functional communication with the Board. The management has also been devoted in executing guidance of the Board and in running the business operations. All above is to achieve the shareholders' best interests.

Election of Independent Directors

According to the Article 14-2 of the "ROC Securities and Exchange Law," Flexium's Articles of Incorporation had been created for the nomination of independent directors and require that the Board of Directors must have two independent directors. According to Flexium's Articles of Incorporation, independent directors shall be elected pursuant to the candidate nomination rule as specified in Article 192-1 of the "ROC Company Law".

Flexium's 9th Board of Directors was elected at Flexium's 2019 Annual Shareholders' Meeting. Current independent director's academic background and experience are listed in the table as below.

Current independent director's academic background and experience are listed in the table as below:

NameEducationExperience
Hsin-Pin FuPh.D., Institute of Industrial Engineering, National Chiao Tung University Master of Science in Industrial Engineering, University of Missouri Columbia Campus, USA Bachelor, Department of Industrial Engineering, Chung Yuan Christian University• Distinguished Professor, Department of Marketing and Circulation Management, National Kaohsiung University of Science and Technology
• Independent Director, Member of the Audit and Remuneration Committee, Flexium Interconnect. Inc.
• Supervisor, Flexium Interconnect. Inc.
• Supervisor, MACHVISION Inc Co., LTD
• Director, MACHVISION Inc Co., LTD
• Professor, Department of Marketing and Circulation Management, National Kaohsiung First University of Science and Technology
• Associate Professor, Department of Marketing and Circulation Management, National Kaohsiung First University of Science and Technology
• Chief, Industry-Academia Cooperation Center, National Kaohsiung First University of Science and Technology
• Team Leader, Technological Cooperation Office, National Kaohsiung First University of Science and Technology
• Section Chief, Electronic Information Section and Knowledge Service Section, Industrial Development Bureau, Ministry of Economic Affairs
Pei-Chun WuMaster of Law, Keio University, Japan Bachelor, Department of Law, National Taiwan University• Associate Professor / Dean of Department of Finance and Law, Ming Chuan University Independent Director, Member of the Audit and Remuneration Committee, Flexium Interconnect. Inc.
• Chairman, Masterlink Futures Co., Ltd.
• Chairman, Masterlink Insurance Company
• Director, LandMark Optoelectronics Corp.
• Supervisor, Collins Inc.
• Supervisor, Taihong Technology Co., Ltd.
• Supervisor, Juyao Trading Co., Ltd.
• Supervisor, Taiwan Communication System Corp.
• Supervisor, Shanghui United Investment Co., Ltd.
Shui-Tung HuangMaster, Institute of Law, Chinese Cultural University• Chairman, Chinese Law Society
• Independent Director, Member of the Audit and Remuneration Committee, Flexium Interconnect. Inc.
• Passed Judicial Officer Higher Examination, 1972
• Concluded Judicial Training Institute Phase 12
• Public prosecutor, District Prosecutor’s Office; Judge and President of the Courts of First and Second Instance
• Director, Criminal Affairs Division
• President of District Court in Kinmen, Penghu, Yilan, and Panchiao
• Taiwan High Court President, Taiwan High Court Taichung Branch
• Committee member, Civil Service Disciplinary Committee
Anson TsengMBA, Chicago University• Director for Investment, CID Group
• Supervisor as the Juristic Person’s Representative, Hyena Inc.
• Supervisor, Castec International Corporation
• Vice President, BNP Paribas Securities
• Chief, Gemtek Technology Co., Ltd.

Communication scenarios between Individual Directors, Supervisors, Internal Auditing Officers, and Accountants

1. Communication between Internal Auditing officers and Individual Directors:

(1) Our Internal Auditing Officers will perform routine audit reports to Individual Directors and Supervisors during the board meeting and discuss its financial performance with the committee members.

(2) Adopt unscheduled communicative measures such as phone calls, e-mails, or in-person meetings to correspond, direct, and respond.

(3) Should there be urgent issues, it is advisable that every individual director be immediately informed.

2. Communication between Accountants and Individual Directors:

Our Certified Public Accountant (CPA) will execute random meetings annually with board committees and report to Individual Directors and Supervisors based on the latest Regulations, Financial Reports review, or the internal control auditing situations.

2021 Communicative Instructions between Individual Directors and Accountants:

DateStyleInstruction
2021/11/3Independent Accountant MeetingCorporate governance 3.0-ESG

Succession planning and implementation for the Company's board members and important members of management

(1) Succession planning for important members of management:

In order to meet the needs of the group's business operation and human resources development, the Human Resources Department of the company plans every year for the promotion of the management level above the class level. In addition to considering whether they have excellent professional and management skills, their values must be consistent with the company's philosophy, and they must have personality traits such as integrity, steadfastness, innovation and entrepreneurial spirit.

For the training content of management successors, the Human Resources Department of the company regularly arranges courses such as "Project Management" and "Leadership Development" to comprehensively cultivate the decision-making ability of senior executives.


(2) Succession planning for board members:

As said above, the Company possess sufficient talents to succeed the future vacant seats of directors. As for independent directors, the law requires they must have work experience in business, legal affairs, finance, accounting or the company’s industry. The supply of such professionals in this country is not lacking. In the company's planning, therefore, the succession of independent directors may be drawn from industry.

The Company also specifies the “Procedures of Board Performance Assessment;” via the measurement items in the performance assessment, including the grasp of the company's goals and missions, the recognition of director's duties, the degree of participation in the company's operations, the management of internal relationships and communication, the professionalism and continuing professional education, the internal controls and concrete expressions of the opinions, to verify the effectiveness of the Board’s operation and assess the directors’ performances, as the reference for the future director selection.

Roster of major shareholders

Name of major shareholder

Shares held

Shareholding ratio

Cathay Life Insurance

22,044,958

6.83%

Tai Peng Development Co., Ltd.

15,459,784

4.79%

China Life Insurance Co., Ltd.

14,322,000

4.44%

Chang Gung Medical Foundation

6,215,000

1.93%

Investment account of Norges Bank managed by Citibank Taiwan

5,658,004

1.75%

Cheng Ming-Chi

4,452,360

1.38%

JPMorgan Chase Bank, N.A. Taipei Branch trusted Vanguard Emergency Market Stock Index Fund Investment Account Managed by Vanguard Group Corporation

4,213,990

1.31%

Standard Chartered International Commercial Bank Business Department as entrusted with custody of Prodigy Fund SPC Investment Account

4,123,441

1.28%

Nan Shan Life Insurance Co., Ltd.

3,969,000

1.23%

Advanced Starlight Advanced Integrated International Stock Index under custody of Chase Bank

3,909,334

1.21%