Lih J. Chen
Diversified Policy for the Composition of Board Members
The UMC Board of Directors comprises of 8 members, including 4 seats for independent directors and 1 for a non-executive director; 3 serve as administrative directors. More than half of the director seats are filled by members of outside companies. There is 1 seat currently reserved for a female director. Based on our policy of gender equality, UMC will increase the female director seats progressively.
The tenures of independent directors are also diversified; there is 1 director that has served for 12 years, 1 director for 6 years and 2 directors for 3 years.
The board of UMC is composed of members with diversified backgrounds of industry, government and academy. The experiences of board members include the president of national university, academician of Academia Sinica, the Minister of Science and Technology, the president of ITRI, financial experts in finance, accounting and strategy management fields, and professionals from the semiconductor industry and ICT business administration. The directors satisfy basic criteria and professionalism requirements, and through activities of the sub-committees, can also contribute their experiences to supervise and govern issues related to corporate governance, environmental sustainability, corporate social responsibility, legal compliance and human rights protection.
Skill Matrix of Board Members
The Results of the Performance Assessment of the Board of Directors
The Company conducts annual self-evaluation of the BOD, its functional committees and individual board member’s performance based on the “Rules for Performance Evaluation of the Board of Directors" approved by the Board of Directors. The evaluation covers aspects such as understanding of company goals and missions, awareness of the duties of directors, the degree of participation in the Company's operations, internal relation maintenance and communications, the improvement of policy decision quality, the composition and structure of the Board of Directors and its functional committees, the election and continuing development of directors, internal control and so on. In 2020, the Nominating Committee conducted the self-evaluation of the Board of Directors, functional committees and individual board members and reported the result to the Nominating Committee and Board of Directors on February 24, 2021. The performance result was "Excellent". For a new director, the board provide a proper orientation to enable him or her to understand his or her duties and to familiarize him or her with the company's operation and environment.
To improve the operating efficiency of the Board of Directors and enhance corporate governance, “The Rules for Performance Evaluation of the Board of Directors" was revised by UMC and approved by the Board of Directors in October of 2017, which requires the Company's board performance evaluation to be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
The Company engaged with an external independent institution, Taiwan Corporate Governance Association, to conduct an assessment of board performance for the second time, and completed the evaluation on November 25, 2020. The assessment comprised of 8 scopes including Composition, Direction, Authorization, Monitoring, Communication, Internal control, Risk management and Discipline of the Board, and was executed through online self-assessment and interview. The assessment report was released on December 3, 2020 and reported to the Nominating Committee and the Board on February 24, 2021.
The report concluded that the discretion of the company's business strategy was incorporated into the composition of the Board, which can facilitate the Board to fulfill its duties. The open discussion improved the performances of instruction and supervision from the board meeting, and formulated an applicable long-term strategy and annual plan for the Company’s sustainable operation. The Board paid significant attention to the control of corporate risk management. The Chief Officer of Corporate Governance provided all required assistances to help the board members acquire sufficient information and resources to perform their duties. The report addressed a recommendation for the Company on revising the Nominating Committee Charter to clarify the duties of the sub-committees, and to enhance the effectiveness and efficiency of the Board.
Policy for Nomination and Election of Directors
To ensure a fair, just, and open election of directors, the nomination and election procedures of the Company's directors shall be complied with the Company Act and all related laws and regulations. The organizational culture, business model and long‐term development of the Company shall be taken into consideration to the composition of the Board members. The criteria established to ensure the diversity of the Board members shall include but not limited to the following three dimensions:
- Basic criteria: shared visions, gender, race, nationality, independence and culture etc.
- Professionalism: educational background, professional skills and industry experience etc.
- Corporate sustainability and communal participation: corporate governance, environmental sustainability, corporate social responsibility, legal compliance and human rights protection etc.
Each board member shall possess the indispensable knowledge, skill, and experience to perform their duties; the capabilities with which the Board as a whole shall equip include the followings: business acumen, knowledge of accounting and financial analysis, business management, crisis management, industry knowledge, global perspective, leadership and decision‐making.
At least one among the independent directors of the Company shall be an accounting or finance professional.
Each director must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other directors.
The performance assessment of the Board shall be reviewed annually according to the assessment guideline and procedure of the Company, and will be conducted by an external independent professional institution or a panel of external experts at least once every three years; the results will be referenced for nomination and election of the directors.
14th term of Election of Directors
Nomination and Election
The Company shall have nine (9) to eleven (11) directors who serve a term of three years, elected at the shareholders’ meeting from persons of legal capacity through a nominating system adopted from 2006. A director may be re-elected.
At least three (3) directors or one-fifth of all directors, whichever is higher, shall be independent directors. Their qualifications, shareholding limitations, whether or not they concurrently serve in other positions, methods of nomination and election, and other related matters shall be subject to applicable laws.
According to Article 192-1 of the R.O.C. Company Act, UMC announced on March 20, 2018, the period for accepting the nomination of director candidates (including independent directors), the number of directors to be elected, the place designated for accepting the roster of director nominees and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing. Any shareholder qualified to nominate may submit nominee(s) to the director, and shall send, during the nomination period from April 3 to April 16, 2018, the name, educational background and past work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from acting under any of the circumstances set forth in Article 30 of the R.O.C. Company Act, and other relevant documents signed and provided by each nominee to UMC via registered mail sent to the Finance Division of the Company. There were no nominations from stockholders except those from the Board during the nomination period.
Director Candidate List Directors' Professional Knowledge and Independence Information List of Directors Elected
|Meeting Date||Major Resolutions|
Approved the 2020 Business Report and Financial Statements
Approved the 2020 distributable compensation for employees and directors
Approved the 2020 Dividend Distribution
Approved termination of the issuance plan for private placement, which was approved at the 2020 Annual General Meeting
Approved the proposal for private placement based on future operation needs and will propose at the 2021 Annual General Meeting for discussion
Approved the date of convening the 2021 Annual General Meeting, meeting agenda and submission period for shareholder proposals
Approved capital budget execution
Approved the acquisition of the Right-of-Use Asset from subsidiary Wavetek Microelectronics Corporation
Approved the issuance of unsecured straight corporate bonds
Approved UMC's donation to UMC Science and Culture Foundation
Approved the Q1, 2021 Consolidated Financial Statements
Approved capital budget execution
Approved the Cancellation of Restricted Shares to Employees Stock Awards
Approved to release the managerial officer from non-competition restrictions
Approved UMC's donation to National Tsing Hua University
Approved the investment in TGVest Asia Partners II(Taiwan), L.P.
Approved issuance of unsecured zero coupon euro exchangeable bonds