Lih J. Chen
Chung Laung Liu
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 members' 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 awareness of the duties of directors, the degree of participation in the Company's operations, understanding the business and its risks, the improvement of policy decision quality, the composition and structure of the Board of Directors, the election and continuing professional development of directors, internal control and Audit Committee communications, oversight of the financial reporting process, oversight of the external audit function and so on.
In 2019, 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 26, 2020. The performance result was "Excellent."
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 Taiwan Corporate Governance Association to conduct an evaluation of board performance and efficiency, and completed the evaluation on March 7, 2018. The evaluation comprised of 8 scopes and 38 indicators including Composition, Direction, Authorization, Monitoring, Communication, Internal control, Risk management and Discipline of the Board, and was executed through online self-evaluation and due diligence. After receiving the formal evaluation report in April 2018, the report was provided to all directors.
The report concluded that the discretion of the company's long-term strategy was incorporated into the composition of the Board, and the establishment of the Nominating Committee surpassed governmental regulations; the independent directors with diversified backgrounds were devoted to and were fully accountable with regard to their duties of direction and monitoring; the intensive communication between board members and management team ensured timely and sufficient information delivery, thus building an open and transparent culture for the Board. The report also provided recommendations on periodic evaluation and human resource development for the Company to enhance the efficiency of the Board. Since 2018, the scope of the company's internal regular performance evaluation has been expanded to individual directors and all functional committees. In response to suggestions for human resource development, the implementation of the development plan for senior executives of each department was carried out, and the senior management training program planning was based on the assessment results of competence development.
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 2019 Business Report and Financial Statements
Approved the 2019 distributable compensation for employees and directors
Approved the 2019 Dividend Distribution
Approved capital budget execution
Approved issuing Restricted Stock Awards for employees
Approved the date of convening the 2020 Annual General Meeting, meeting agenda and submission period for shareholder proposals
Approved for UMC's Singapore branch to lend funds to UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.
Approved UMC's donation to UMC Science and Culture Foundation
Approved the Q1, 2020 Consolidated Financial Statements
Approved capital budget execution
Approved the proposal for private placement based on future operation needs and will propose at the 2020 Annual General Meeting for discussion
Approved addition of proposals of the 2020 Annual General Meeting and change of the location for convening the 2020 Annual General Meeting
Approved the Company’s 21st share repurchase program
Approved to release the managerial officer from non-competition restrictions
Approved the Q2, 2020 Consolidated Financial Statements
Approved capital budget execution