Corporate Governance
Roster of Board Members
| Job Title | Nationality or Place of Domicile | Name | Gender | Main career (academic) achievements | Current positions in the Company and other companies |
|---|---|---|---|---|---|
| Chairman of Board | Taiwan | Huang Chiu-Feng | Male | Graduated from Department of Mechanical Engineering, Taipei City University of Science and Technology |
Chairman, Shanghai Usun Technology Inc. Chairman, Fo Shan Usun Technology Inc. Chairman, Usun Materials Science Co., Ltd. Chairman, Shanghai Usun Materials Science Co., Ltd. Director, Hebei Quancheng Industrial Technology Co., Ltd. Director, Jettera Advanced Building (Guangdong) Co., Ltd. Chairman, Chenghan Technology Inc. Representative of Juristic Person Director, Sissca Co., Ltd. |
| Director | Taiwan | Tseng Jung-Chien | Male |
Department of Civil Engineering, National Taipei University of Technology Mayor of Daxi Township, Taoyuan County Director-General, Agricultural Development Bureau, Taoyuan County Government |
None |
| Director | Taiwan | Hon Hai Precision Industry Co., Ltd. | N/A | Male | |
| Representative Ying Wei-Hsiung |
Department Manager, TSMC CFO, Global Unichip Corp. Senior Finance Assistant Vice President, Taiwan Cement Group CFO, Taiwan Prosperity Petrochemical Corporation. |
Assistant Vice President, Hon Hai Precision Industry Co., Ltd. | |||
| Director | Taiwan | Huang Shih-Hsuan | Male |
Male Master of Mechanical Engineering, Nippon Institute of Technology Engineer, Toshiba Home Appliance Technology Co., Ltd. |
Senior Director, Usun Technology Co., Ltd. Director, Shanghai Usun Technology Inc. Director, Fo Shan Usun Technology Inc. Chairman, Deluxe Shine Investment Limited Representative of Juristic Person Director, Servtech Co., Ltd. |
| Independent Director | Taiwan | Tsai Chung-Piao | Male |
PhD, University of Illinois. Chair Professor, Minghsin University of Science and Technology |
Chair Professor, Department of Mechanical and Computer - Aided Engineering, Feng Chia University |
| Independent Director | Taiwan | Weng Juan-Chi | Female |
Master of Accounting, Jinan University, Guangzhou Auditor, National Taxation Bureau of Taipei |
CPA, Trust and Assist CPAs |
| Independent Director | Taiwan | Chen Chung-Jen | Male |
PhD in Management, Rensselaer Polytechnic Institute (RPI) Associate Professor, Department of Business Administration, NTU Associate Professor, Department of Business Administration, NCKU |
Distinguished Professor, Department of Business Administration, NTU Director, Center for Technology Policy and Industry Development, NTU Independent Director, ATEN International Co., Ltd. Independent Director, Solteam Incorporation |
Important resolutions
| Name of Meeting | Date of Meeting | Resolution |
|---|---|---|
| 15th meeting of 13th Board of Directors | 2021/1/28 |
1. Pass 2021 business plan 2. Pass the motion for appointment of managers 3. Pass the motion for loaning to others 4. Pass the motion for the application for facilities with the bank 5. Pass the motion for drawdown of facilities 6. Pass the motion for cancelation of treasury stocks 7. Pass the motion for remuneration to managers 8. Pass the motion for 2020 year-end bonus |
| 16th meeting of 13th Board of Directors | 2021/3/24 |
1. Pass 2020 business report and financial statements 2. Pass the motion for 2020 covering of loss 3. Pass the motion for convention of 2021 annual general meeting 4. Pass the motion for nomination of candidates for directors and independent directors 5. Pass the motion for non-competition restriction imposed on new directors 6. Pass 2020 “Evaluation on Effectiveness of Internal Control System” and “Declaration of Internal Control System” 7. Pass the motion for appointment of managers 8. Pass the motion for remuneration to managers 9. Pass the motion for drawdown of facilities |
| 17th meeting of 13th Board of Directors | 2021/5/11 | 1. Pass the motion for the subsidiary’s loaning to others |
| 18th meeting of 13th Board of Directors | 2021/7/9 | 1.Pass the motion for re-scheduled date of the convention of 2021 annual general meeting |
| 19th meeting of 13th Board of Directors | 2021/8/12 |
1. Pass the motion for change of the chief auditor 2. Pass the motion for loaning to others 3. Pass the motion for the application for facilities with the bank 4. Pass the motion for drawdown of facilities |
| 1st meeting of 14th Board of Directors | 2021/8/20 | 1. Election of the Chairman of Board |
Information about the election of independent directors
| The independent directors are elected in the following manners: | ||||
|---|---|---|---|---|
| The Company’s articles of incorporation expressly state the Company’s independent directors should be elected under the nomination system. The independent directors' professional qualifications, shareholding, part-time restrictions, nomination and selection methods, and other compliance matters shall be subject to the regulations defined by the competent authority in charge of securities. | ||||
| The independent directors are elected through the following procedure: | ||||
|
Prior to the expiration of the tenure held by directors of 13th term, the Board of Directors resolved to re-elect 7 directors at the 2021 annual general meeting in accordance with the Articles of Incorporation, including 3 independent directors, and also to accept the nomination of candidates for directors from April 9, 2021 to April 20, 2021. The Company announced in a public notice the period for accepting the nomination of candidates for directors, the quota of directors to be elected, place designated for accepting the roster of candidates for directors nominated, and other necessary matters, in accordance with Article 192-1 of the Company Act on March 24, 2021. Any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of candidates for independent directors, provided that the total number of the candidates so nominated shall not exceed the quota of the independent directors to be elected. |
||||
| The Company only accepted the nomination from the Board of Directors during the period for accepting the nomination, while no nomination was accepted from any shareholder. The career (academic) achievements and current jobs of the candidates for the Company’s independent directors are stated as follows: | ||||
| Type | Name | Academic achievements | Career achievements | Current Job |
| Independent Director | Tsai Chung-Piao | PhD, University of Illinois |
Chair Professor, National Chiao Tung University Chair Professor, Minghsin University of Science and Technology |
Chair Professor, Department of Mechanical and Computer - Aided Engineering, Feng Chia University |
| Independent Director | Weng Juan-Chi | Master, Jinan University, Guangzhou |
Auditor, National Taxation Bureau of Taipei Accounting Manager, UNICAP ELECTRONICS INDUSTRIAL CORP. |
CPA, Trust and Assist CPAs |
| Independent Director | Chen Chung-Jen | PhD, Rensselaer Polytechnic Institute (RPI) |
Associate Professor, Department of Business Administration, NTU Associate Professor, Department of Business Administration, NCKU |
Professor, Department of Business Administration, NTU Director, Center for Technology Policy and Industry Development, NTU Independent Director, ATEN International Co., Ltd. Independent Director, Solteam Incorporation |
| Independent Director | Number of votes |
|---|---|
| Tsai Chung-Piao | 24,679,220 votes |
| Weng Juan-Ch | 23,181,454 votes |
| Chen Chung-Jen | 21,808,799 votes權 |
Performance assessment
The Company has established the “Regulations Governing Performance Assessment on Board of Directors”, and performed the performance assessment on the Board of Directors periodically each year. The internal performance assessment on the Board of Directors should be completed by the end of Q1 of next year. The 2020 Board of Directors’ performance assessment result was reported to the Board of Directors on March 24, 2021
| Year | Board of Directors’ performance assessment result | |
|---|---|---|
| 2020年 |
|
Director diversification
In order to strengthen the corporate governance and promote the robust development of the Board composition and structure, Article 20 of the “Corporate Governance Best Practice Principles” established by the Company in 2021 expressly state the “Board member diversification policy”, which indicates that the composition of Board members shall take diversification into account, require that the directors holding the position as the Company’s manager concurrently should not exceed one-third of the whole directors, and adopt adequate diversification policies subject to the Company's operations, business type and development needs, including but not limited to, the following two dimensional standards:
1. Basic qualification and value: Gender, age, nationality and culture, etc.
2. Professional knowledge and skill: Professional background (e.g. Law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
The Board members shall be qualified with the required knowledge, skills and education for the performance of their professed duties. In order to achieve the ideal corporate governance targets, they shall have the following capabilities:
1. Ability in judgment of operation.
2. Ability in accounting and financial analysis.
3. Ability in corporate management.
4. Ability in risk management.
5. Industry knowledge.
6. International view of market.
7. Leadership capacity.
8. Decision-making capacity.
The Company’s current Board of Directors consists of 7 directors, including 4 non-independent directors and 3 independent directors. The Board members are well experienced and specialized in finance, business and management. Meanwhile, the Company also values gender equality in the composition of the Board members. For the time being, the 7 directors include one female director, i.e. 14%. The relevant practices are stated as follows:
| Name |
Gender
|
Age |
Judgment of operation
|
Accounting and finance
|
Corporate management
|
Risk management
|
Industry knowledge
|
Industry technology
|
Leadership and decision making
|
||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Below 50
|
50-70
|
Above 70
|
|||||||||
| Huang Chiu-Feng |
Male
|
|
V
|
|
V
|
|
V
|
V
|
V
|
V
|
V
|
|
Representative of juristic person, Hon Hai Precision Industry Co., Ltd.: Ying Wei-Hsiung |
Male
|
|
V
|
|
V
|
V
|
V
|
|
V
|
|
V
|
| Huang Shih-Hsuan |
Male
|
V
|
|
|
V
|
|
V
|
V
|
V
|
V
|
V
|
| Tseng Jung-Chien |
Male
|
|
V
|
|
|
|
V
|
|
V
|
|
V
|
| Tsai Chung-Piao |
Male
|
|
V
|
|
|
|
V
|
|
V
|
V
|
V
|
| Weng Juan-Chi |
Female
|
|
V
|
|
|
V
|
V
|
|
V
|
|
V
|
| Chen Chung-Jen |
Male
|
|
V
|
|
|
V
|
V
|
|
V
|
|
V
|
Roster of Audit Committee Members:
Convener: Weng Juan-Chi
Member: Chen Chung-Jen
Member: Tsai Chung-Piao
Functions of Audit Committee:
The Committee is operating primarily to supervise the following matters:
1. Adequate expression in the Company’s financial statements.
2. Selection (discharge) and independence & performance of the external auditor.
3. Effective implementation of the Company’s internal controls.
4. Related laws and rules which the Company complies with.
5. Control over the Company’s existing or potential risks.
State of operation:
| Date | Contents of Motion |
|---|---|
| 2021/1/28 | 1. Pass the motion for transfer of NPL into granting of loan |
| 2021/3/24 |
1. Pass 2020 financial statements 2.Pass the motion for 2020 covering of loss 3. Pass 2020 “Evaluation on Effectiveness of Internal Control System” and “Declaration of Internal Control System” |
| 2021/5/11 |
1. Pass Q1 2021 financial statements 2. Pass the motion for loaning to others |
| 2021/8/12 |
1. Pass Q2 2021 financial statements 2. Pass the motion for change of the chief internal auditor 3. Pass the motion for loaning to others |
Roster of Remuneration Committee Members:
Convener: Chen Chung-Jen
Member: Tsai Chung-Piao
Member: Ke Cheng-An
Functions of Remuneration Committee:
The Committee shall exercise the due diligence to perform the following functions loyally as a good administrator, and submit its proposals to the Board of Directors for discussion:
1. Review the regulations and propose any suggestions periodically.
2. Set forth and periodically review the performance evaluation standards, annual and long-term performance targets, and remuneration policy, system, standards, and structure for the Company’s directors and managers, and disclose the performance evaluation standards in the annual report.
3. Periodically evaluate the achievement of performance targets by directors and managers, and determine the details and amount of remuneration to individual directors and managers based on the evaluation results gathered under the performance evaluation standards.
State of operation:
| Date | Contents of Motion |
|---|---|
| 2021/1/28 |
1. Pass the motion for remuneration to managers 2. Pass the motion for year-end bonus to managers |
| 2021/3/24 | 1. Pass the motion for remuneration to managers |
Major shareholders
April 24, 2022
| Name of Major Shareholder | Shares held (shares) | Shareholding (%) |
|---|---|---|
| 鴻海精密工業股份有限公司 | 5,180,000 | 8.24 |
| 黃秋逢 | 4,540,977 | 7.22 |
| 鴻揚創業投資股份有限公司 | 3,836,000 | 6.10 |
| 九宇投資有限公司 | 2,302,456 | 3.66 |
| 力陽投資有限公司 | 2,064,637 | 3.28 |
| 曹雪娥 | 1,486,232 | 2.36 |
| 黃信維 | 1,090,127 | 1.73 |
| 鴻元國際投資股份有限公司 | 784,000 | 1.25 |
| 江耀章 | 700,000 | 1.11 |
| 許懷云 | 644,100 | 1.02 |
April 20, 2021
| Name of Major Shareholder | Shares held (shares) | Shareholding (%) |
|---|---|---|
| Hon Hai Precision Industry Co., Ltd. | 5,180,000 | 8.16 |
| Huang Chiu-Feng | 4,540,977 | 7.15 |
| Hung Yang Venture Investment Co., Ltd. | 3,836,000 | 6.04 |
| Jiuyu Investment Co., Ltd. | 2,302,456 | 3.63 |
| Deluxe Shine Investment Limited | 2,064,637 | 3.25 |
| Tsao Hsueh-E | 1,486,232 | 2.34 |
| Huang Hsin-Wei | 1,034,599 | 1.63 |
| Yeh Wu-Tse | 812,000 | 1.28 |
| Hung Yuan International Investment Co., Ltd. | 784,000 | 1.24 |
| Huang Shih-Hsuan | 530,875 | 0.83 |
April 19, 2020
| Name of Major Shareholder | Shares held (shares) | Shareholding (%) |
|---|---|---|
| Hon Hai Precision Industry Co., Ltd. | 5,180,000 | 8.07 |
| Huang Chiu-Feng | 4,540,977 | 7.07 |
| Hung Yang Venture Investment Co., Ltd. | 3,836,000 | 5.97 |
| Jiuyu Investment Co., Ltd. | 2,302,456 | 3.59 |
| Deluxe Shine Investment Limited | 2,064,637 | 3.22 |
| Tsao Hsueh-E | 1,486,232 | 2.32 |
| Huang Hsin-Wei | 977,599 | 1.52 |
| Hung Yuan International Investment Co., Ltd. | 784,000 | 1.22 |
| Hsu Huai-Yun | 641,100 | 1 |
| Huang Shih-Hsuan | 529,875 | 0.83 |
April 16, 2019
| Name of Major Shareholder | Shares held (shares) | Shareholding (%) |
|---|---|---|
| Hon Hai Precision Industry Co., Ltd. | 5,180,000 | 8.07 |
| Huang Chiu-Feng | 4,540,977 | 7.08 |
| Hung Yang Venture Investment Co., Ltd. | 3,836,000 | 5.98 |
| Jiuyu Investment Co., Ltd. | 2,302,456 | 3.59 |
| Deluxe Shine Investment Limited | 2,064,637 | 3.22 |
| Tsao Hsueh-E | 1,486,232 | 2.32 |
| Huang Hsin-Wei | 844,599 | 1.32 |
| Hung Yuan International Investment Co., Ltd. | 784,000 | 1.22 |
| Hsu Huai-Yun | 629,100 | 0.98 |
| Huang Shih-Hsuan | 530,875 | 0.83 |
April 17, 2018
| Name of Major Shareholder | Shares held (shares) | Shareholding (%) |
|---|---|---|
| Hon Hai Precision Industry Co., Ltd. | 7,400,000 | 8.07 |
| Huang Chiu-Feng | 6,487,111 | 7.08 |
| Hung Yang Venture Investment Co., Ltd. | 5,480,000 | 5.98 |
| Jiuyu Investment Co., Ltd. | 3,289,224 | 3.59 |
| Deluxe Shine Investment Limited | 2,949,482 | 3.22 |
| Tsao Hsueh-E | 2,123,189 | 2.32 |
| Hung Yuan International Investment Co., Ltd. | 1,120,000 | 1.22 |
| Hsu Huai-Yun | 865,000 | 0.94 |
| Huang Shih-Hsuan | 758,393 | 0.83 |
| Huang Hsin-Wei | 680,104 | 0.74 |
Organizational Structure
Organizational Structure
Functions and operations by department
| Departmente | Functions |
|---|---|
| Audit Office | Check and review deficiencies in the internal control system, measure the effect and efficiency of operations, provide suggestions about improvement to ensure that the internal controls may be implemented continuously and effectively, and serve as the basis for review on amendments to the internal controls. |
| Research Office | R&D of new products, new process and new methods. |
| President Office | Business & management environment analysis, and research and preparation of strategies; preparation of the Company’s annual budget, differentiation analysis on the execution results and control thereof; preparation of and follow-up on the Group’s business & management statements; execution of the tasks assigned by the Company’s President. |
| Labor Safety Office | Implementation of the automatic labor safety and health inspection, the establishment of occupational disaster prevention plans, collection and management of information about safety and health, and health promotion under the labor safety and health laws. |
| Financial Accounting Dept. | Establishment, execution and supervision of financial accounting-related operating standards, financial planning, allocation of the fund, financial accounting statements, cost and budget analysis and control, corporate governance-related matters, shareholders’ service-related matters, and control over various subsidiaries’ operations. |
| R&D Business Group |
- Responsible for the power control design of the Company's automation cases and R&D cases - Assist in the technology research, development and guidance of the new system for new products, new process and new specifications to improve the competitiveness of products. For example, technical direction for new product design, enhancement of design aesthetics of new products, including exploitation of new functions, new styles and new materials, to build the competitive strengths in innovation and uniqueness with the product design. - Planning and design of AGV。 |
| Customer Service Division | After-sale maintenance service for equipment, assistance in inspection & acceptance and warranty upon completion of equipment, assistance in installation, adjustment and test run, control over construction quality and progress, and resolution of customer complaints. |
| Manufacturing Division | Manufacturing, assembly, installation & test run and maintenance of the Company’s products, control over the construction progress, and allocation of human resources. |
| Business Division |
- Sale of automated equipment, development and maintenance of new and old customers, integration of market information, integration of system products improvement orientation and followup on the execution thereof, introduction and application of project management practices, system cases and planning, proposals, evaluation on the price, and customer inquiry service. - Integration of customers’ demands for customization of products. |
| Quality Control Dept. | Preparation and execution of the quality system program, self-made and outsourcing quality inspection and control, establishment of quality standards and inspection operations, stand-alone and system inspection and testing, incoming and external inspection, application of statistical technology about quality inspection data, and vendors’ performance assessment and evaluation. |
| Supply Chain Management Dept. |
- Procurement of raw materials & supplies and production equipment required by the Company’s production, and vendors’ development and management. - Receipt, dispatching, storage and management of raw materials and supplies required by the Company’s production |
| Production Management Dept. | Establishment and maintenance of detailed scheduling for production, audit on the time to complete stand-alone printing, scheduling of delivery date of stand-alone printing, control over the time when the materials are in place in accordance with the production schedule, follow-up on the project progress/short supply of materials, early warning and review/countermeasures against abnormality in production plans and arrangement of project installation plans. |
| General Administration Division |
- Preparation of the Company’s management regulations and systems, HR planning and management, and general affairs. - Computer hardware and software management, implementation of the Company’s application system, integration and application of data and ERP system interface, and establishment and enhancement of the system information security mechanism. |
Management team
| Job Title | Name | Main career (academic) achievements | Current positions in the Company and other companies |
|---|---|---|---|
| President | Chen Chia-Cheng |
Department of Mechanical Engineering, National Taiwan University of Science and Technology President, Usun Technology Co., Ltd. |
None |
| Vice President | Kuo Ting-Yu |
MBA, California State Polytechnic University, Pomona Senior Assistant Vice President, Fo Shan Usun Technology Inc. |
Director, Fo Shan Usun Technology Inc. |
| Vice President | Hsu Cheng-Hsiu |
Department of Mechanical and Materials Engineering, Tatung University National Chung-Shan Institute of Science & Technology - Technical Specialist Zhongshan Shenglong Presses Co., Ltd. - Director President |
None |
| Senior Assistant Vice President | Kuo Tsai-Feng |
Graduated from Department of Electrical Engineering, Ming Chi University of Technology Assistant Vice President, Manufacturing Operation Group, Usun Technology Co., Ltd. |
None |
| Senior Assistant Vice President | Cheng Wan-Jung |
Graduated from Taipei Municipal Fuxing High School Assistant Vice President, Usun Technology Co., Ltd. |
None |
| Assistant Vice President | Wu Wen-Chien |
Department of Mechanical and Computer-Aided Engineering, Feng Chia University Special Assistant, Fo Shan Usun Technology Inc. |
Supervisor, Fo Shan Usun Technology Inc. |
| Financial Accounting Manager | Yeh Cheng-Hsiang |
Graduated from Department of Accounting, National Chung Hsing University Project Junior Manager, Underwriting Dept. of Jih Sun Securities Co., Ltd. Project Assistant Manager, Securities Underwriting Dept. of O-Bank Accounting Manager, Usun Technology Co., Ltd. |
Director, Shanghai Usun Technology Inc. Juristic Person Director’s Representative of Shinn Puu Technology Co., Ltd |
Internal Audit
The internal audit is identified as an independent unit subordinated to the Board of Directors directly. It shall report at the routine meeting of the Board of Directors, and report to the Chairman of Board, if necessary. The internal audit regulations expressly define the internal control over the operating procedure for internal audit and review on the Company. Meanwhile, the internal audit shall report whether the control design and routine operations are adequate and the effect and efficiency thereof, covering all of the operations of the Company and its subsidiaries.
The audit is executed primarily based on the audit plan already passed by the Board of Directors. The audit plan is set forth per the identified risk. The project audit or review is executed separately, if necessary. In conclusion, said general audit and project audit results may provide information about the status in the internal control operations, and serve as a different channel via which the management may verify the existing or potential deficiencies in a timely manner.
The internal audit and review on the self-inspection executed by each unit includes checking whether the operations are executed and reviewing the documents to ensure the quality of execution, consolidating the self-inspection results, and reporting the same to the Board of Directors. Two full-time auditors are assigned to the Company’s internal audit unit.
| Code | Date | Serial No | Contents | Download |
|---|---|---|---|---|
| 2022/12/29 |
1
|
Regulations Governing Prevention of Insider Trading |
|
|
| 2022/08/11 |
2
|
Articles of Incorporation of USUN TECHNOLOGY CO., LTD. |
|
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| 2019/06/20 |
3
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Operating Procedure for Loaning to Others and Making of Endorsement/Guarantee |
|
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| 2022/08/11 |
4
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Operating Procedure for Acquisition or Disposal of Assets |
|
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| 2019/10/28 |
5
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Regulations Governing Performance Assessment on Board of Directors |
|
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| 2019/10/28 |
6
|
Parliamentary Rules for Shareholders’ Meetings |
|
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| 2021/10/01 |
7
|
Code of Ethics |
|
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| 2021/10/02 |
8
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Corporate Governance Best Practice Principles |
|
|
| 2021/10/03 |
9
|
Corporate Social Responsibility Best Practice Principles |
|
|
| 2021/10/04 |
10
|
Ethical Corporate Management Best Practice Principles |
|
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| 2022/04/15 |
11
|
Sustainable Development Code of Practice |
|
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