2020-12-02

There are 9 board directors elected for the 2nd term of the board of directors, and 3 of them are independent directors. A total of 10 meetings (A) were convened in the most recent year (2021) with the attendance of the board directors as follows:

TitleNameActual attendance (B)Attendance by proxyActual attendance rate【A/B】(%)Remarks
Chairman Abico Avy Co., Ltd.
Representative: Hu, Shiang-Chi
10 0 100
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Jen
10 0 100
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Yi
10 0 100
Director Abico Avy Co., Ltd
Representative: Obara Masami
10 0 100
Director Takahashi Yuya 10 0 100
Director Sugiyama Shimpei 10 0 100
Independent Director Chen, Wei-Yue 10 0 100
Independent Director Lin, Tian-Song 10 0 100
Independent Director Chen, Che-Sheng 10 0 100

Other matters required to be recorded:

  1. The date, term, proposal content, the opinions of all independent directors, and the Company’s handling the opinions of the independent directors shall be stated when the “board of directors” experiences any of the following circumstances:
    (I) Explanation on matters listed in Article 14-3 of the Securities and Exchange Act: The Company’s shareholders had resolved in writing to have independent directors elected and the Audit Committee established on March 20, 2020; therefore, it was not subject to the provisions of Article 14-3 of the Securities and Exchange Act. Please refer to the operation of the Audit Committee for the matters listed in Article 14-5 of the Securities and Exchange Act in details.
    (II) Except for the matters mentioned in the preceding paragraph, any board resolution about which an independent director expresses an objection or reservation that has been included in records or stated in writing: None
  2. In terms of the director’s recusal due to a conflict of interest, the name of the director, the proposal content, the reason for the recusal of interest, and the participation in voting should be detailed:
    Board meeting date/termDirector’s nameProposalReasons for recusalParticipation in voting
    02.04.2021
    The 13th meeting of the 2nd term of office
    Hu, Shiang-Chi
    Obara Masami
    Discussion of managerial office appointment contract Personal interest - as the Chairman and managerial officer They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Chen Wei-Yue.
    02.04.2021
    The 14th meeting of the 2nd term of office
    Hu, Shiang-Chi
    Obara Masami
    Proposal for year-end bonus payment to managerial officers Personal interest - as the Chairman and managerial officer They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Lin, Tian-Song.
    02.04.2021
    The 14th meeting of the 2nd term of office
    Hu, Shiang-Chi
    Obara Masami
    Proposal for of managerial officers’ remuneration Personal interest - as the Chairman and managerial manager They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Lin, Tian-Song.
    03.19.2021
    The 15nd meeting of the 2nd term of office
    Hu, Shiang-Chi
    Obara Masami
    Proposal for the distribution of 2020 Employee Remuneration and Director Remuneration Personal interest - as the Chairman and managerial officer They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Chen Wei-Yue.
    04.26.2021
    The 16th meeting of the 2nd term of office
    Hu, Shiang-Chi, Tong, Chun-Jen, Tong, Chun-Yi, and Obara Masami Proposal for the Company’s 2020 cash capital increase new shares issued, and granting managerial officers to participate in the stock option plan designated for specific personnel. Personal interest - as the Chairman and managerial officer They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Lin, Tian-Song.
    11.12.2021
    The 21st meeting of the 2nd term of office
    Hu, Shiang-Chi
    Obara Masami
    Proposal for the 2020 Remuneration to managerial officers Personal interest - as the Chairman and managerial officer They recused themselves at the time of voting, and the other directors present had the proposal approved unconditionally after being consulted by the acting chairman, Lin, Tian-Song.
  3. The TWSE/TPEx listed companies shall disclose information of evaluation cycle and period, scope, method, and evaluation content related to the board of directors’ self (or peers) evaluation with the “Board of Director Self-Evaluation Form” prepared (as shown below):
    Evaluation cycleEvaluation periodEvaluation scopeEvaluation methodEvaluation content
    Once every year 1/1/2021 ~ 12/31/2020 The board of directors The board of directors’ self-evaluation 1.Participation in the operation of the company
    2.Improvement of the quality of the board of directors' decision making
    3.Composition and structure of the board of directors
    4.Election and continuing education of the directors
    5.Internal control
    6.Others
  4. The objectives of enhancing the board of directors’ occupational functions (such as, establishing an Audit Committee, improving information transparency, etc.) and implementation evaluation for the current year and the most recent year:

    1.The Company’s board of directors operates in accordance with the “Rules of Procedure for Board of Directors Meetings” and the relevant laws and regulations.
    2.The Company has an Audit Committee established and the “Audit Committee Charter” formulated to enhance corporate governance and the occupational functions of the board of directors.
    3.The Company has a Remuneration Committee established and the “Remuneration Committee Charter” formulated to enhance corporate governance and the occupational functions of the board of directors.
    4.The Company after becoming a listed company in the future will have the relevant information disclosed on the Company’s website and Market Observation Post System (MOPS) in accordance with the governing laws and regulations in order to enhance information transparency.