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Board of Directors

The election of directors shall adopt the candidate nomination system which is conformed to Pegatron’s Article of Incorporation. The 5th session of Board of Directors is composed of 11 members, including 3 independent directors. Tenure of the session is from 21st June, 2019 to 20th June, 2022.

In 2021, a total of 7 meetings of the Board of Directors were held. The average attendance rate is 97.4%.

T.H. Tung/Chairman

Mr. T.H. Tung is the Chairman and CSO of Pegatron Corporation, and he is also the director of Kinsus Interconnect Technology Corp., Asrock Incorporation etc. He was one of the co-founders of Asustek Computer Inc. and served as vice chairman of Asustek Computer Inc. before joining Pegatron Corporation. He holds an honorary PH.D. in engineering and a master’s degree in computer and communication engineering from National Taipei University of Technology.

Jason Cheng/Vice Chairman

Mr. Jason Cheng is the Vice Chairman and Deputy CSO of Pegatron Corporation, and he is also the chairman of Casetek Holdings Limited and the director of Pegatron Corporation, AzureWave Technologies Inc., etc. He served as vice president of Asustek Computer Inc. before joining Pegatron Corporation. He holds a master’s degree in electrical engineering from University of Southern California.

S.J. Liao/Director

Mr. S.J. Liao is the President and CEO of Pegatron Corporation, and he is also the president of Pegatron Japan Inc. and the director of AMA Precision Inc., etc. He served as chief operating officer of Pegatron Corporation before. He holds a bachelor's degree in industrial and business management from Tatung Institute of Technology.

C.I. Chia/Director

Mr. C.I. Chia is the director and the independent director of Yangtze Associates and Ardentec Corporation respectively. He served as vice president of Citibank Taipei Branch and then served as the president of Individual Financial Services Group of Bank SinoPac. He holds a MBA from University of Wisconsin.

Dr. C.V. Chen/Director

Dr. C.V. Chen is the senior partner of Lee and Li Attorneys-at-Law. He served as the vice chairman of Straits Exchange Foundation and the president of Red Cross Society of the Republic of China before. He holds a LL.M. from University of British Columbia, and a LL.M. and a S.J.D. from Harvard Law School.

Dr. T.K. Yang/Director

Dr. T.K. Yang is the director of Asustek Computer Inc and Taiwan Stock Exchange, etc., and the independent director of DBS BANK. He served as the political deputy minister of the Ministry of Finance, chairman of Bank of Taiwan, executive secretary of National Development Fund, and president of China Development Industrial Bank before. He holds a PH.D. in business management from National Chengchi University.

DAI-HE Investment Co., Ltd. Rep.: Dr. S.Chi/Director

Dr. S.Chi is the independent director of SinoPac Holdings and SinoPac Securities Corp., etc. He served as chairman of Taiwan Stock Exchange, premier of Taiwan Academy of Banking and Finance, and deputy chairman of Asia-Pacific Economic Cooperation (APEC) before. He holds a master's degree in economics from National Taiwan University and a PH.D. in economics from Case Western Reserve University.

HONG-YE Investment Co., Ltd. Rep.: E.L. Tung /Director

Miss. E.L. Tung holds a Master’s degree in Mass Communication, New York Institute of Technology (NYIT).

C.B. Chang/Independent Director

Mr. C.B. Chang is the director of Polytronics Technology Corp and the independent director of Raydium Semiconductor Corp., etc. Mr. Chang served as vice president at China Industrial Development Bank before. He holds a bachelor’s and a master’s degree in statistics from National Chengchi University.

C.P. Huang/Independent Director

Mr. C.P. Huang is the independent director of Kinsus Interconnect Technology Corp. and also the president and general manager of Havix Electronics Co., Ltd. He holds a degree in electrical engineering from National Taipei Institute of Technology.

C.S. Yen/Independent Director

Mr. C.S. Yen is the chairman of The Alliance Cultural Foundation and served as the group president of Landis Hotels and Resorts and the country manager of American Express Inc. Taiwan before. He holds a diploma from Provincial Keelung Senior High School.

Professional Qualifications and Independence Analysis of the Board Directors

Met One of the Following Professional Qualification Requirements with at Least Five Years Work Experience

 
An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company
T.H. Tung
-
-
V
Jason Cheng
-
-
V
S.J. Liao
-
-
V
C.I. Chia
-
-
V
C.V. Chen
V
V
V
T.K. Yang
V
V
V
S. Chi
V
-
V
E.L. Tung
-
-
-
C.B. Chang
-
-
V
C.B. Huang
-
-
V
C.S. Yen
-
-
V

Independence Criteria(Note)

 
1
2
3
4
5
6
7
8
9
10
Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
T.H. Tung
-
-
-
V
V
V
V
-
V
V
0
Jason Cheng
-
-
V
V
V
V
V
V
V
V
0
S.J. Liao
-
-
V
V
V
V
V
V
V
V
0
C.I. Chia
V
V
V
V
V
V
V
V
V
V
1
C.V. Chen
V
V
V
V
V
V
-
V
V
V
0
T.K. Yang
V
V
V
V
-
V
V
V
V
V
1
S. Chi
V
V
V
V
V
V
V
V
V
-
3
E.L. Tung
V
V
V
-
V
V
V
-
V
-
0
C.B. Chang
V
V
V
V
V
V
V
V
V
V
2
C.B. Huang
V
V
V
V
V
V
V
V
V
V
1
C.S. Yen
V
V
V
V
V
V
V
V
V
V
1

Note 1: The independence criteria corresponding boxes are ticked to indicate whether the directors or supervisors had met any of the following conditions during the two years prior to being elected or during the term of office:
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary as regulated by local governing body.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company. 9. Not been a person of any conditions defined in Article 30 of the Company Law.
10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

Diversity of Board Members

The Company’s 5th session of Board of Directors focuses on diversified professions, while taking into account the diversity of genders, professional skills and backgrounds. The members are elites of technology, financial, industrial and academic areas, covering computer & communication engineering, electric engineering, business administration, law, communications, economics and other professional fields. They are generally equipped with the knowledge, skills and competencies necessary to perform their duties. Below is Diversity of the Board members：

 
Gender
An employee of Pegatron
Age Below 40
Age Between 40-65
Age Above 65
Terms of Independent Director
Professional background
T.H. Tung
Male
V
-
V
-
-
Computer & Communication Engineering
Jason Cheng
Male
V
-
V
-
-
Electrical Engineering
S.J. Liao
Male
V
-
-
V
-
Industrial & Business Management
C.I. Chia
Male
-
-
V
-
-
Business Administration
C.V. Chen
Male
-
-
-
V
-
Law
T.K. Yang
Male
-
-
V
-
-
Business Administration
S. Chi
Male
-
-
-
V
-
Economics
E.L.Tung
Female
-
V
-
-
-
Communication Management
C.B. Chang
Male
-
-
-
V
Above 9 years
Finance & Commerce
C.P. Hwang
Male
-
-
V
-
Between 3 and 9 years
Electrical Engineering
C.S. Yen
Male
-
-
-
V
Above 9 years
Commerce

 

 
Operation management
Technology
Accounting & Commerce
Law
Communication Management
Crisis management
Industry knowledge
International market opinion
Leadership decisions
Operation judgment
T.H. Tung
V
V
V
-
-
V
V
V
V
V
Jason Cheng
V
V
V
-
-
V
V
V
V
V
S.J. Liao
V
V
V
-
-
V
V
V
V
V
C.I. Chia
V
V
V
-
-
V
V
V
V
V
C.V. Chen
V
-
V
V
-
V
V
V
V
V
T.K. Yang
V
V
V
-
-
V
V
V
V
V
S. Chi
V
-
V
-
-
V
V
V
V
V
E.L. Tung
-
-
-
-
V
-
V
V
V
-
C.B. Chang
V
V
V
-
-
V
V
V
V
V
C.P. Huang
V
V
V
-
-
V
V
V
V
V
C.S. Yen
V
-
V
-
-
V
V
V
V
V

Execution Status of Board Evaluation

In 2019, Pegatron established “Rules for Board of Directors Performance Assessments”, and has executed the 109Y Board Evaluation in 1st quarter 2021 and reported the result of evaluation to Board of Directors on March 25th, 2021.

Evaluation Cycle
Evaluation Period
Evaluation Scale
Evaluation Approach
Evaluation Content
Once a year
2020.1.1 ~ 2020.12.31
Board of Directors (as a whole), Board members, Audit committee and Compensation committee
Self evaluation of Board members, Board of Directors, Audit committee and Compensation Committee
Self evaluation of Board members :
1. Familiarity with the goals and missions of the Company
2. Awareness of the duties of the director
3. Participation in the operation of the Company
4. Management and communication of internal relationship
5. The director’s profession and continuing educations
6. Internal control

Self evaluation of Board of Directors :
1. Participation in the operation of the Company
2. Improvement of the quality of the board of directors’ decision making
3. Composition and structure of the board of directors
4. Election and continuing education of the directors
5. Internal control

Self evaluation of Audit and Compensation committee :
1. Participation in the operation of the company
2. Awareness of the duties of the committee
3. Improvement of quality of decisions made by committee
4. Composition of the committee and election of its members
5. Internal control