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Corporate Governance Policy
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In addition to complying with relevant laws, regulations, Articles of Incorporation, the
corporate governance system established by the Company upholds the following
principles:
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In order to establish an effective corporate governance framework. |
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Protect the rights and interests of shareholders. |
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Strengthen the powers of the board of directors. |
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Fulfill the function of Audit Committee. |
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Respect the rights and interests of stakeholders. |
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Enhance information transparency. |
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The Structure of LINGSEN Corporate Governance
The Board of Directors
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Board Responsibilities |
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Lingsen Company elected the 20th Board of Director on the shareholders' meeting on June 10, 2022, including 9 directors(With 3 independent directors). The member of the board of directors shall base on the premise of loyal, cautious and highly aware of the company's interest. The members of the board of directors shall perform their duties on significant matters, such as evaluating the company's operating strategies, risk management, annual budget, business performance and invigilating major capital expenditure, merger, acquisitions, investment, disposal and others. The member of the board of directors shall ensure the accuracy of the accounting system and financial statements to prevent the behavior of the board members to harm the company or the board members' interest conflicts with the shareholders. The board of directors shall elected carefully, invigilating the management team, make objective judgement to the company affairs and elected the suitable internal audit supervisor to ensure the effectiveness of the internal control system, and to prevent any abuses and corruption. The company convenes a board of directors' meeting at least once per quarter, currently. The management team report to the board of directors with regards to the operating performance and the board of directors making decisions on the company's future operating directions and major policies. Under the board of directors, there are audit office, audit committee and remuneration committee of reviewing the senior managers' compensation. With the review and suggestions of audit office, audit committee and remuneration committee, reported to the board of directors and assisting the board of directors in decision-making. |
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The principle of avoiding interest conflicts |
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Lingsen company enacted Rules of Procedure in accordance to the Regulation Governing Procedure for Board of Directors Meetings of Public Company. Directors were avoid themselves within discussions and voting related to their interest. |
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Directors' Biographies |
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Shu-Chyuan Yeh
Shu-Chyuan Yeh is the Chairman of Lingsen. Joined Lingsen Board from 1987.
Mr. Yeh is also the Chairman of Lingsen's subsidiary(nonpublic company). He has over 30 years
of rich experience in the semiconductor industry. He also has extensive experience in corporate
governance affairs.
He holds a bachelor degree in Psychology from National Taiwan University.
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Tse-Sung Tsai
Tse-Sung Tsai is director and General Manager of Lingsen. Joined Lingsen Board from 2019.
Mr.Tsai is also the representative director of Lingsen's subsidiary(nonpublic company). He was
formerly Vice President at Lingsen which is responsible for developing assembly process
technologies. He has over 30 years of rich experience in the semiconductor industry. He also has
extensive experience in corporate governance affairs.
He holds a bachelor degree in Physic from FuJen Catholic University.
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Ming-Te Tu
Ming-Te Tu is director of Lingsen. Joined Lingsen Board from 2019.
Mr. Tu is also the representative director of Lingsen's subsidiary(nonpublic company).
He is currently the Vice President of Lingsen R & D Engineering Division which is responsible
for developing advanced assembly technology. He has over 30 years of rich experience in the
semiconductor industry.
He holds a MA degree in Computer Science and Engineering from National Chung Hsing
University.
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Sheunn-Ching Yang
Sheunn-Ching Yang is director of Lingsen. Joined Lingsen Board from 2011.
Mr. Yang was formerly served as our General Manager from March 2008 to June 2019.
He is currently served as independent director of JMC ELECTRONICS CO., LTD(List6552).
He has over 30 years of rich experience in the semiconductor industry. He also has extensive
experience in corporate governance affairs.
He holds a bachelor degree in Physic from Chinese Culture University.
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Shu-Hsun Yeh
Shu-Hsun Yeh is director of Lingsen. Joined Lingsen Board from 2015. Mr.Yeh is also the
representative director of Lingsen's investees (nonpublic company). He is currently the head of
Lingsen Operational Support Division, which is responsible for Supplier Management and
Environmental management. He was formerly served as a Supervisor of ETREND Hightech
Corp(OTC3567). He is experienced in corporate governance .
He was graduated from the Tungnan Institute of Technology.
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Pin-Wen Fang
Pin-Wen Fang is director of Lingsen. Joined Lingsen Board from 2019.
Mr.Fang is serves as the Chairman of YiLiDe Business Administration Consultant Co., Ltd.and
Ming Yuan Sport Leisure Co., Ltd. (nonpublic company). He is experienced in corporate
governance and entrepreneurship.
He was graduated from the Tamsui Commercial Industrial Vocational Senior High School,major
in Industrial Management.
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Feng-Hsien Shih (Member of the Audit Committee；Member of the Compensation Committee)
Feng-Hsien Shih is independent director of Lingsen. Joined Lingsen Board from 2016.
Mr. Shih is currently the director of ETREND Hightech Corp(OTC3567). He also served as a
first General Manager of GLOBAL MIXED-MODE TECHNOLOGY INC.(LIST8081 GMT).
He has over 30 years of rich experience in the semiconductor industry. He also has extensive
experience in corporate governance affairs.
He holds a Ph.D. in Computer Science from Maryland University in USA.
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Wan-Ping Chen (Member of the Audit Committee；Member of the Compensation Committee)
Wan-Ping Chen is independent director of Lingsen. Joined Lingsen Board from 2016.
Mr. Chen was formerly served as Vice President of HONGXING ACCOUNTING. He has extensive experience in
finance management fields.
He is currently the independent director of CHIA YI STEEL CO., LTD(OTC2067)，the Supervisor of Chang Hong Energy Technology
Co., Ltd. He is experienced in corporate governance .
He holds a MA degree in Business Administration from National Sun Yat-Sen University.
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Pin- Chi Wei (Member of the Audit Committee；Member of the Compensation Committee)
Pin- Chi Wei is independent director of Lingsen. Joined Lingsen Board from 2016.
Mr.Wei is currently the the Chairman and General Manager of HWA KWEI KNITTING CO.,
LTD. and FU CHU KNITTING CO., LTD. HWA KWEI KNITTING CO., LTD. is the leading
brand of hosiery's manufacturing industries. He is experienced in corporate governance and
entrepreneurship.
He holds a MA degree in Business Administration from New York University in USA.
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Important Board resolutions
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○ Year 2020
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○ Year 2021
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○ Year 2022
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○ Year 2023
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Organization and operation of internal audit
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Lingsen's Internal Audit function is an independent unit that reports directly to the Board of Directors. Besides informing the Board during its ordinary meetings, it briefs the Chairman, the Board Audit Committee on a quarterly and on as needed basis.
The charter of Internal Audit is to review the internal controls in the company's processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on a day-to-day basis. All parts of the company and its subsidiaries are open for review by Internal Audit.
The majority of the audit work is executed according to an annual plan, which needs to be approved by the Board of Directors. Such plan will take into account risks that have been identified. Special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with objective assurance and insight on the functioning of the internal control system; it gives management an additional channel to learn about existing or possible future weaknesses in the system, which allows management to address them in a timely manner.
The company supplements the review activities by Internal Audit with documented self-assessments by the divisions and all subsidiaries. Internal Audit sees to it that these activities do take place, and reviews the submissions to ensure the quality of the process; it consolidates the results of the self-assessments for the Board Audit Committee and the Board of Directors.
There are two full time employees dedicated to Internal Audit, including one director and one staff member.
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The audit committee
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The Audit Committee is comprised of all independent directors, i.e. Feng-Hsien Shih, Wan-Ping Chen and Pin-Chi Wei, Feng-Hsien Shih is the convener of the Audit Committee.
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The Compensation Committee
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The Compensation Committee is comprised of three independent directors, i.e.
i.e. Feng-Hsien Shih, Wan-Ping Chen and Pin-Chi Wei, Feng-Hsien Shih is the
convener of the Compensation Committee.
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Major Internal Policies
Practice and results
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Diversity of Board of Directors (2021) (2022) (2023)
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Performance Evaluation Results (2021) (2022) (2023)
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Implementation of directors' avoidance of motions in conflict of interest (2021) (2022) (2023)
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Responsibilities and Operations of the Audit Committee (2021) (2022) (2023)
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Responsibilities and Operations of the Remuneration Committee (2021) (2022) (2023)
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Communication status between independent directors and internal audit supervisors and CPAs (2021) (2022) (2023)
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Chief Corporate Governance Officer (2022) (2023)
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Implementation of Ethical Corporate Management (2021) (2022)
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