Organization
The company has 7-9 directors, with at least three independent directors and no less than one-fifth of the total number of directors. Directors serve a term of three years and can be re-elected.
The election of directors adopts the candidate nomination system of Article 192-1 of the Company Law. The acceptance method, announcement of director candidate nominations, and other related matters shall be handled in accordance with the relevant laws, Company Law, and Securities and Exchange Law.
Responsibility
The board guides the company's strategy, supervises management, and is responsible to the company and shareholders. and implements various operations and arrangements of its corporate governance system, and ensures that the board of directors exercises its powers in accordance with laws, company articles of association, or resolutions of shareholders' meetings.
Members of the Board
The 8th Board of Directors
Title and Name | Professional qualifications and experiences | Independence | Current Position in Win Win or Other Companies | Number of independent directors serving concurrently as other public companies |
---|---|---|---|---|
Chairman Szu-Ming, Chen |
|
|
| None |
Director Yi-Chun, Chen |
|
|
| None |
Director Yi-Ching, Chen |
|
|
| None |
Director Kuan-Wen, Hung |
|
| CFO, TXC Corporation | None |
Director Huari Investment Co., Ltd. |
| In the case of being elected as a juristic-person director representative as stipulated in Article 27 of the Company Law. |
| None |
Independent Director Chang-Chiao Han |
| In accordance with the Company's Articles of Incorporation and the ""Corporate Governance Best Practice Principles"", directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements, work experience, current employment certificates, and a statement of kinship relations from each director to verify their independence from the Company for themselves, their spouses, and relatives up to the third-degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| None |
Independent Director Kuo-Lung, Yen |
| In accordance with the Company's Articles of Incorporation and the ""Corporate Governance Best Practice Principles"", directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements, work experience, current employment certificates, and a statement of kinship relations from each director to verify their independence from the Company for themselves, their spouses, and relatives up to the third-degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| 2 |
Independent Director Ying-Li, Lin |
| In accordance with the Company's Articles of Incorporation and the ""Corporate Governance Best Practice Principles"", directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements, work experience, current employment certificates, and a statement of kinship relations from each director to verify their independence from the Company for themselves, their spouses, and relatives up to the third-degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| None |
Nien-Ni Ku Independent Director |
| In accordance with the Company's Articles of Incorporation and the ""Corporate Governance Best Practice Principles"", directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements, work experience, current employment certificates, and a statement of kinship relations from each director to verify their independence from the Company for themselves, their spouses, and relatives up to the third-degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. | Senior Director of ProLogium Technology Co., Ltd. | None |
Professional Knowledge and Independence of Directors
Condition | Five years of work experience and professional qualifications | Qualifies as independent | Number of independent directors serving concurrently as other public companies | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | University/College professor or above in business, law, finance, accounting, or company operations | Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed national examinations for the business of the company | Business, legal, financial, accounting or business experience | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | |
Davis Szu-Ming Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
Shanon Yi-Chun Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
Cheriel Yi-Ching Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
June Hsiao-Chun Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
Kuan-Wen Hung | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
Chang-Chiao Han | – | – | V | V | V | V | V | V | V | V | V | V | V | 1 |
Kuo-Lung Yen | – | V | V | V | V | V | V | V | V | V | V | V | V | 2 |
Ying-Li Lin | V | – | V | V | V | V | V | V | V | V | V | V | V | 0 |
Nien-Ni Ku | – | V | V | V | V | V | V | V | V | V | V | V | V | 0 |
NOTE: Directors must meet certain independence criteria, including not being an employee of the company or any related entities, not being a director or supervisor of any related entities (with some exceptions), and not having any significant financial or business relationships with the company. Directors must also meet other criteria related to shareholding, family relationships, and legal compliance.