1. Profile of the Directors
The Company Act stipulates that corporate directors are responsible for the management of the company of which they are a director. Some of directors work full-time for the Company.
Many directors, including large shareholders of the Company, are also representatives of other legal entities. This practice is permitted under the Company Act. A director who serves as a representative of a legal entity may be removed or replaced at any time at the discretion of that particular legal entity. Currently, two directors are representatives of other legal entities.
Four out of nine directors are independent directors. They are all the members of the Audit Committee.
2. Independence of Independent Directors
All independent directors are independent as defined by the Taiwan Stock Exchange Listing Rules and NYSE Listing Standards. The board of directors, however, may waive certain independence requirements under the NYSE listing standards if the board believes that certain facts would not impair a director's exercise of his or her independent judgment.
3. Election of the Board of Directors
Directors are elected by shareholders by means of cumulative voting, for which the number of votes granted to each share is equal to the number of candidates. The shareholder can cast all of his or her votes for the same candidate or distribute them between several candidates. All registered shareholders have equal voting rights corresponding to the number of shares held. Treasury shareholders are not allowed to vote.
The directors’ terms are for three years and all are elected at the same time. All directors were elected in June 2018. The next election for directors is expected to be in 2021.
4. Size and Term Limits
The Company currently has nine directors. The size of the Board of Directors will be increased or decreased to reflect the workload of the Board and the availability of qualified directors.
A director may be re-elected consecutively. There are presently no term limits for directors.
5. Directors Compensation and Ownership
Remuneration for all directors is decided at a meeting of shareholders. Compensation shall be comparable to other firms in the Company’s industry and is not dependent on the Company's profitability.
According to the Company's Bylaws, compensation for all Board Directors currently is no more than 0.1% of profit in terms of cash.
Directors, in aggregate, must own at least 1% of issued and outstanding shares. The largest shareholder, Hsun Chieh Investment Company, held approximately 3.5% of issued shares.
Directors are prohibited from entering into contracts with the Company or any of its subsidiaries stipulating the receipt of benefits upon the end of their tenure.
> 下載聯華電子公司章程 (pdf, 194kb)
> 下載聯華電子內部稽核組織及運作 (pdf, 121kb)
> 下載聯華電子資金貸與他人作業程序 (pdf. 255kb)
> 下載聯華電子背書保證作業程序 (pdf. 280kb)
> 下載聯華電子從事衍生性商品交易處理程序 (pdf. 306kb)
> 下載聯華電子誠信經營守則 (pdf, 205kb)
> 下載聯華電子取得或處分資產處理程序 (pdf. 384kb)
> 下載聯華電子董事及經理人道德行為準則 (pdf, 140kb)
> 下載聯華電子員工從業道德守則 (pdf. 396kb)
> 下載聯華電子企業社會責任實務守則 (pdf. 445kb)
> 下載聯華電子內部重大資訊處理作業程序 (pdf. 107kb)
> 下載聯華電子公司治理實務守則 (pdf.571kb)
專用電話：0800-024-399(免付費專線)或03-5782258 分機 31425
Please note that all information is governed by the following Terms & Conditions.