Board of Directors
The Board of Directors of the Company shall guide the Company's strategy, supervise the management, and be accountable to the Company and its shareholders. The operations and arrangements of the corporate governance system shall ensure that the Board exercises its powers in accordance with laws, the Company's Articles of Incorporation, and resolutions of the shareholders' meeting.
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Board Diversity Policy and Its Implementation |
On October 8, 2015, the Company’s Board of Directors approved the establishment of the " Corporate Governance Code of Practice." In Chapter 3, "Enhancing Board Functions," the principles outline a diversity policy. The nomination and selection of Board members adopt a candidate nomination system. In addition to assessing the qualifications of each candidate's education and experience, the process considers the opinions of stakeholders and adheres to the " Election of Directors" and the " Corporate Governance Code of Practice" to ensure the diversity and independence of Board members.
According to the Company’s " Corporate Governance Code of Practice ," the composition of the Board of Directors shall take diversity into account. The Board is required to formulate an appropriate diversity policy based on its operational practices, business model, and development needs, including but not limited to the following two main criteria:
1. Basic Attributes and Values: Gender, age, nationality, and cultural background.
The current Board of Directors of the Company consists of 6 directors as of the date of the annual report, including 2 independent directors and 4 non-independent directors, all of whom are leaders in the field of industry and academia. The Company attaches great importance to gender equality in the composition of the Board of Directors and aims to increase the number of female directors to more than one-third, with 100% of the Board of Directors currently being men (6) and 0% of women (0) of the Board of Directors currently serving as men, and we will strive to increase the number of female directors in the future.
2. Professional Knowledge and Skills: Professional backgrounds (e.g., law, accounting, industry, finance, marketing, or technology), professional expertise, and industry experience.
|
Director Name |
Basic Composition |
Diversified Industries and Expertise |
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|
Nationality |
Gender |
Also serves as an employee of the Company |
Age |
Length of term of office of independent directors |
Business management |
Finance |
Knowledge of the medical industry |
Information Technology |
Academic research |
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|
51 ｜ 60 |
61 ｜ 70 |
71 ｜ 80 |
Less than 3 years |
3-9 years |
More than 9 years |
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|
Chi-Hong (Peter) Chen |
Taiwan |
Male |
|
|
V |
|
|
|
|
V |
V |
V |
V |
|
|
Houng-Pei (Harry) Yang |
Taiwan |
Male |
V |
|
V |
|
|
|
|
V |
V |
V |
V |
|
|
Hsin-Pao (Michael) Kuan |
Taiwan |
Male |
V |
V |
|
|
|
|
|
V |
V |
V |
V |
|
|
Sheng-Lung (Danny) Shen |
Taiwan |
Male |
|
V |
|
|
|
|
|
V |
V |
|
V |
|
|
Chin-Tung (Daniel) Chang |
Taiwan |
Male |
|
|
|
V |
|
|
V |
V |
V |
V |
|
|
|
Kuang-Jen (KJ) Chou |
Taiwan |
Male |
|
|
V |
|
V |
|
|
V |
V |
|
V |
|
|
Jin-Fa Huang (Note) |
Taiwan |
Male |
|
|
V |
|
|
|
V |
V |
V |
|
V |
|
As of the date of publication of the annual report, the list of members of the Company’s 15th Board of Directors includes six members. Directors who are also Company employees total 2, accounting for 33%, while independent directors also total 2, representing 33%. The age distribution is as follows: 2 directors aged 51-60, 3 directors aged 61-70, and 1 director aged 71-80. One independent director has served for less than three years, while another has served for over nine years.
All directors and independent directors possess diverse expertise in business management and financial services. Directors and independent directors with knowledge and experience in the healthcare industry include Director Chi-Hong (Peter) Chen, Director Houng-Pei (Harry) Yang, Director Hsin-Pao (Michael) Kuan, and Independent Director Chin-Tung (Daniel) Chang. Those with expertise in information technology include Director Chi-Hong (Peter) Chen, Director Houng-Pei (Harry) Yang, Director Hsin-Pao (Michael) Kuan, Director Sheng-Lung (Danny) Shen, and Independent Director Kuang-Jen (KJ) Chou.
Management Objectives Achieved:
1. The number of directors concurrently serving as the Company's managerial personnel does not exceed one-third of the total number of board seats.
2. Independent directors account for more than one-third of the total board seats.
3. There are no spousal or second-degree kinship relationships among the directors (including independent directors).
Note: Independent Director Jin-Fa Huang passed away on January 24, 2024, leaving the Company temporarily with one less independent director. On March 19, 2024, the Board of Directors nominated one female independent director.
Independence of the Board of Directors
Professional Qualifications of Directors:
|
Condition Identities Name |
Professional Qualifications and Experience |
Independence Cases (Note) |
Number of Independent Directors of Other Publicly Traded Companies |
Number of members who are also members of remuneration committees of other public companies |
|
Chairman Representative BenQ Corporation Chi-Hong (Peter) Chen |
◎Master of International Business Administration, Thunderbird, USA ◎Former General Manager of the Product Technology Center at BenQ Corporation and General Manager of Qisda Corporation. ◎Former General Manager of BenQ Product Technology Centre and General Manager of Qisda Corporation. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
N/A |
- |
- |
|
Vice Chairman Representative BenQ Corporation Houng-Pei (Harry) Yang |
◎Master of Computer Science, University of Florida. ◎Former General Manager of Acer Thailand and Vice President & General Manager of Lenovo Northeast Asia. ◎Currently serving as the Vice President of Qisda Medical Business Group. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
N/A |
- |
- |
|
Director Representative BenQ Corporation Hsin-Pao (Michael) Kuan |
◎Master of Business Administration, National Central University ◎Former Director of the TV Business Unit at Qisda and Director of the Public Display Division at AUO. ◎Currently serving as the General Manager of the Company and Chairman & General Manager of Ian Medical Devices. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
N/A |
- |
- |
|
Director Representative BenQ Corporation Sheng-Lung (Danny) Shen |
◎National Cheng Kung University, Institute of Electrical Engineering ◎Former Senior Manager at Darfon Electronics and Vice President at Merry Electronics. ◎Currently serving as the Director and General Manager of BenQ HealthCare, Chairman of Rainbow International Trading, and Chairman of Hopson Lifestyle Plaza Business.◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
N/A |
- |
- |
|
Independent Director Chin-Tung (Daniel) Chang |
◎Master of Business Administration, National Chengchi University ◎Bachelor of Science in Chemistry, Fu Jen Catholic University ◎Former Chairman of Trident Medical Equipment, Marketing Manager of Johnson & Johnson (U.S.) and Johnson & Johnson Taiwan, and Director of the Liberty Education Foundation. ◎Currently serves as a Director of Soaring Goose International and a Board Member of the St. Hurdle Holistic Development Association. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
Independence is met |
- |
- |
|
Independent Director Kuang-Jen (KJ) Chou |
◎32nd Cohort, Entrepreneurial Leadership Program, National Chengchi University ◎Former General Manager of Logah Technology Co., Ltd., Vice President of Greater China at AMD (Advanced Micro Devices, Inc.), and Independent Director of DFI Inc. ◎Currently serves as Director and General Manager of Matsunosuke Co., Ltd. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
Independence is met |
- |
- |
|
Independent Director Jin-Fa Huang (Note 2) |
◎Doctor of Commerce, Chinese Culture University ◎Master of Accountancy, National Chengchi University ◎Bachelor of Accountancy, National Cheng Kung University ◎Former positions include Adjunct Associate Professor at Shih Hsin University, Adjunct Associate Professor at Chinese Culture University, Supervisor at Tonhwa Textile Co., Ltd., Associate Professor at National Chengchi University, Chair of the Department of Accounting at Ming Chuan University, Chair of the Department of Accounting at Chaoyang University of Technology, and Examination Committee Member of the Examination Yuan. ◎Currently serves as an Adjunct Associate Professor at National Chengchi University, a Certified Public Accountant at Chung Shih United CPA Firm, and an Independent Director at Tonhwa Textile Co., Ltd. ◎Experienced in a wide range of industries and leadership skills, familiar with industry-related contacts and public-spirited, and not subject to Section 30 of the Companies Act. |
Independence is met |
1 |
- |
Note 1: Independent directors are all independent, including but not limited to whether he/she or his/her spouse or relatives within the second degree of kinship are directors, supervisors or employees of the Company or its affiliates; The number and proportion of shares of the company held by the person, spouse or relatives within the second degree of kinship (or in the name of others); Whether he is a director, supervisor or employee of a company with which he has a specific relationship with the Company (refer to Paragraphs 5~8 of Paragraph 1, Paragraph 1 of Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); The amount of remuneration obtained for providing business, legal, financial, accounting and other services to the Company or its affiliates in the past two years: none of the above.
Note 2: Independent director Jin-Fa Huang passed away on January 24, 2024 of the Republic of China, and the Company temporarily lacks an independent director.