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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 21th Board of Director on the shareholders' meeting on May 29, 2025, 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 subsidiaries (non-public 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 subsidiaries(non-public 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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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), FITTECH CO., LTD. (List6706), Megawin Technology Co., Ltd. (List3122). He has more than 30 years of semiconductor experience. He also has extensive experience in corporate governance affairs. He holds a bachelor degree in Physic from Chinese Culture University.
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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 Yi-Li-De Business Administration Consultant Co., Ltd.
(non-public 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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Pin-Chi Wei
Pin- Chi Wei is 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 has extensive experience in corporate governance and
entrepreneurship.
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Te-Tung Yeh
Te-Tung Yeh is director of Lingsen. Joined Lingsen Board from 2025.
She is serves as the chairman of Xi Jun Investment Co., Ltd (a non-public company). She has extensive experience in corporate governance affairs.
She holds a MA degree in Psychology from St. Andrews University.
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Shun-Te Wen
Shun-Te Wen is the independent director, currently also serves as the convener of Audit Committee and Compensation Committee of the company. Joined Lingsen Board from 2025.
Mr. Wen also served in NTBCA, Ministry of Finance for over 30 years, formerly served as a director of Changhua Branch and Fengyuan Branch in NTBCA. Currently, Mr. Wen is the independent director of Longchen Paper & Packaging Co., Ltd. (List 1909) and Froch Enterprise Co., Ltd. (List 2030) concurrently. He has extensive experience in the fields of finance, corporate governance and sustainable development affairs. He holds a MA degree in Business Administration from National Chung Cheng University.
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Yu-Hsien Lee
Dr. Yu-Hsien Lee is the independent director, currently also serves as the member of Audit Committee and Compensation Committee of the company. Joined Lingsen Board from 2025.
Dr. Lee served at a variety of engineering positions in Industrial Technology Research Institute. Currently, he is the director of Winesoon Co., Ltd. (a non-public company). He holds a Ph.D. in Electrophysics from National Chiao Tung University.
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Kuei-Yuan Wang
Dr. Kuei-Yuan Wang is the independent director, currently also serves as the member of Audit Committee and Compensation Committee of the company. Joined Lingsen Board from 2025.
Currently, Dr. Wang serves as the Associate Professor of Asia University, the independent director of Sakura Development Co., Ltd. (List 2539) concurrently.
He has extensive experience in the fields of finance, corporate governance and sustainable development affairs. He holds a Ph.D. in Business Administration from National Taiwan University of Science and Technology.
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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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○ Year 2024
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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. Shun-Te Wen, Yu-Hsien Lee and Kuei-Yuan Wang. Shun-Te Wen 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.
Shun-Te Wen, Yu-Hsien Lee and Kuei-Yuan Wang. Shun-Te Wen 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 (2022) (2023) (2024)
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Performance Evaluation Results (2022) (2023) (2024)
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Implementation of directors' avoidance of motions in conflict of interest (2022) (2023) (2024)
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Responsibilities and Operations of the Audit Committee (2022) (2023) (2024)
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Responsibilities and Operations of the Remuneration Committee (2022) (2023) (2024)
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Communication status between independent directors and internal audit supervisors and CPAs (2022) (2023) (2024)
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Chief Corporate Governance Officer (2022) (2023) (2024)
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Implementation of Ethical Corporate Management (2021) (2022) (2023)
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Evaluation of the External Auditor's Independence and Suitability (2024)
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Sustainability Development Implementation Status (2024)
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