• Corporate Governance
  • Buying Insurances for Directors and Supervisors

    No

    Subject

    Insurance Company

    Insurance Amount
    (NTD$)

    Term

    Insurance status

    Board Report Date

    Remarks

    1

    All directors and supervisors

    Fubon Insurance Co., Ltd.

    600,160,000

    2020/01/12~2021/01/12

    Renew

    2020/01/17

    2020/01/12 US$ currency is 30.008, Insurance amount of all directors and supervisors is US$ 20,000,000 (NTD$ 600,160,000).

    Information Regarding Board Members

    Title

    Name

    Date Elected

    Term

    (Years)

    Date First Elected

    Major (Education )

    Past Positions

    Chairman

    Khein Seng Pua

    2020.06.03

    3 years

    2000.10.24

    Master of Institute of Electrical and Control Engineering, National Chiao Tung University

     

    Founder of Phison Electronics Corporation

     

    CEO of Phison Electronics Corporation

    Director

    Chee Kong Aw Yong

    2020.06.03

    3 years

    2002.02.15

    Master of Institute of Electrical and Control Engineering, National Chiao Tung University

     

    Founder of Phison Electronics Corporation

     

    President of Phison Electronics Corporation

    Director

    Tzung Horng Kuang

    2020.06.03

    3 years

    2008.06.13

    Master of Business Administration, Greenwich University Master of Business Administration, Greenwich University

     

    Kogen Singarpore Pte Ltd

     

    Vice President of Phison Electronics Corporation

    Director

    Cheng He Investment Co., Ltd

    2020.06.03

     

    2020.06.03

    NA

    Chih Jen Hsu

    【Representative of Cheng He Investment Co., Ltd】

    2020.06.03  3 years  2011.06.15 Department of Computer Science, Chung Yuan Christian University

     

    Assistant Manager of Winbond Electronics Corporation

     

    Founder of Phison Electronics Corporation

     

    Vice Technical President of Phison Electronics Corporation

    Director Jiunn Yeong Yang 2020.06.03 3 years 2011.06.15

    Founder of Phison Electronics Corporation


    Postdoc of Institute of Electrical and Control Engineering, National Chiao Tung University

    Director

    Kioxia Corporation

    2020.06.03

    3 years

    2017.09.27

    N.A.

    Hiroto Nakai

    【Representative of Kioxia Corporation】

    2020.06.03

    3 years

    2012.01.16

    Master of Engineering, Tohoku University in Japan

     

    Toshiba Corporation Storage& Electronic Devices Solutions Company, Memory Division, Senior Fellow

    Independent Director

    Chen Wei Wang

    2020.06.03

    3 years

    2014.06.17

    Department of Electronics Engineering, National Chiao Tung University

     

    CEO of Quanta Computer lnc.

     

    President of Quanta Computer lnc.

    Independent Director

    Wen Chiu Chung

    2020.06.03

    3 years

    2020.06.03

    Master of Accounting, Chung Yuan Christian University

     

    Accountant of Grand Thornton

    Independent Director

    Yu Lun Huang

    2020.06.03

    3 years

    2020.06.03

    Associate Vice President for Academic Affaires

     

    Director, Center for Teaching and Learning Development 

     

    Director, Center for Continuing Education and Training

     

    Associate Professor, Department of Electrical and Computer Engineering

     

    Secretary-in-General, Taiwan Open Course and Education Consortium 

    Organizational Structure

    Company Code

    Company Name

    Articles of Incorporation

    Term of Office of Directors(From:)

    Term of Office of Directors(To:)

    Status of Director Vacancies (Directors Discharged)

    Total Number of Seats of Directors

    Number of Seats of Independent Directors

    Status of the Establishment of Audit Committee

    Status of the Establishment of Remuneration Committee

    Legal Advisor

    Designated Personnel to Handle Shareholder Suggestion

    Number of seats of Directors(Including Independent Directors)

    Number of Seats of Independent Directors

    Number of Director Vacancies(Including Independent Directors)

    Number of Independent Director Vacancies

    Number of Supervisor Vacancies

    8299

    Phison Electronics Corp.

    7~11

    At least 2 and not less than 1/5

    109/06/03

    112/06/02

    0

    0

    0

    9

    3

    Y

    Y

    HL & Partners, Attorneys-at-Law

    Yu-Ning Chen, Attorney-at-Law

    Antonio Yu

    TEL:03-7586896 #1019

    Email:This email address is being protected from spambots. You need JavaScript enabled to view it.

    Major Resolutions of Board of Directors

    Term of Meeting

    Date

    Major Resolutions of Board of Directors

    The 16th Meeting of the Eighth Term

    2019.01.25

    (Proposed by the Remuneration Committee)Reviewing the new managerial officers, to be submitted by the company, for the remuneration pre-examination executed by the Remuneration Committee

    (Proposed by the Remuneration Committee)Review the Remuneration of the managerial officers to be newly appointed

    (Proposed by the Remuneration Committee)The performance evaluation for managerial officers as well as the proposal for the Year-End and Performance Incentive Bonus for managerial officers

    The Company proposed evaluate the CPA independence and suitability

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    The 17th Meeting of the Eighth Term

    2019.03.21

    The 2018 employee compensation payment and director remuneration

    (Proposed by the Remuneration Committee)The consideration of the remuneration of board of directors and the employee compensation for managerial directors during 2018

    The business operation report and the financial statements of the Company for Year 2018

    Adoption of the Proposal for Distribution of 2018 Profits

    To discuss and approve the Company’s 2019 business plan

    Amendment to part of the Articles of Association of the Company

    Amendment to part of the “Procedures for Acquisition or Disposal of Assets”, “Procedures for Engaging in Derivatives Trading”, “Procedures for Lending Funds to Other Parties”, “Procedures for Endorsement and Guarantee”.

    Amendment to the “Authorizing Table”

    To approve the Internal Control System Statement of Year 2018

    To approve the revisions of internal control systems to “Implementation Rules of the Employee Welfare Committee”

    The Company proposed to cancelled  the private placement of new common shares

    Proposal for the issuance plan of private placement for common shares

    To discuss and approve the agenda of the Company’s 2019 Annual General Meeting of Shareholders

    For the matter of changing the Company’s appointed Certified Public Accountants

    The Company plan invest “EMTOPS ELECTRONICS CORP.” cash injection increase plan

    The 18th Meeting of the Eighth Term

    2019.05.10

    (Proposed by the Remuneration Committee)The performance evaluation for managerial officers as well as the proposal for the fixed annual salary adjustment for managerial officers

    Consolidated Financial Statements for the Three Months Ended March 31, 2019 and 2018

    To approve the establishment of “Standard Operating Procedures for handling requirements of Directors”

    The company designated the authorized person to make guarantee agreement when making a guarantee for an overseas company

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    Amendment to the “Property, plant and equipment cycle” and the “Management of Property, Plant and Equipment”

    To approve the revisions to “Procedures for Acquisition or Disposal of Assets”

    The 19th Meeting of the Eighth Term

    2019.07.01

    The Company plans to invest in the establishment of a US subsidiary through its subsidiary Emtops Electronics Corporation.

    The 20th Meeting of the Eighth Term

    2019.07.26

    (Proposed by the Remuneration Committee) Review the Performance Evaluation for directors, supervisors and managerial officers as well as the proposal for the Compensation of directors, supervisors during 2018 and the Performance Incentive Bonus and the Employee Compensation during 2018 for managerial officers

    (Proposed by the Remuneration Committee) The meeting schedule of the Remuneration Committee for the year 2020

    Amendment to part of Accounting System of the Company

    The indirect holding subsidiary, Fast Choice Global Limited (BVI) and Cloud Solution Global Limited (BVI) of the Company plans to handle dissolving and liquidation.

    The 21st Meeting of the Eighth Term

    2019.08.12

    The Company's Q2 2019 Consolidated Financial Statements

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    The 22nd Meeting of the Eighth Term

    2019.08.27

    Purchase of Land in Jhunan Township, Miaoli County by the Company

    The 23rd Meeting of the Eighth Term

    2019.09.17

    Amendment to part of the “Authorizing Table”

    Phison plans to make additional equity investment in cash in 100%-owned subsidiary Global Flash Limited and transfers this fund to invest in Core Storage Electronic (Samoa) Limited and re-investment the subsidiary in China Hefei Core Storage Electronic Limited

    The 24th Meeting of the Eighth Term

    2019.10.28

    The Company plans to handle corporate organization structure adjustment in the group.

    The 25th Meeting of the Eighth Term

    2019.11.11

    (Proposed by the Remuneration Committee) Reviewing the new managerial officers, to be submitted by the Company, for the remuneration pre-examination executed by the Remuneration Committee

    (Proposed by the Remuneration Committee) Review the Remuneration of the managerial officers to be newly appointed

    The Company's Q3 2019 Consolidated Financial Statements

    The Company established "FY2019 Employee Stock Option Plan"

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    The proposal of the “2019 Annual Audit Plan”

    The 26th Meeting of the Eighth Term

    2019.12.20

    The Company revised "FY2019 Employee Stock Option Plan"

    The 100% holding subsidiary, Phisontech Electronics (Malaysia) Sdn. Bhd. of the Company plans to handle dissolving and liquidation.

    Amendment to part of "Measures for Financial Statement Preparation Procedure Management", "Management Auditing of Financial Statement Preparation Procedures"

    The 27th Meeting of the Eighth Term

    2019.12.20

    (Proposed by the Remuneration Committee) The List of first issuing Employee Stock Option under the “FY2019 Employee Stock Option Plan” for managerial officers

    The List of first issuing Employee Stock Option under the “FY2019 Employee Stock Option Plan”

    The 28th Meeting of the Eighth Term

    2019.12.20

    Plan to sign a long-term supply contract from 2020 to 2022, and prepay US$8,280,000 before the first quarter of 2020 (i.e. 10% of the 2020 payment)

    The 29th Meeting of the Eighth Term

    2020.01.17

    The performance evaluation for managerial officers as well as the proposal for the Year-End and Performance Incentive Bonus for managerial officers

    The Company proposed to evaluate the CPA independence and suitability

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    The Company engaged in the cash injection increase plan of "Phisontech Electronics Taiwan Corp."

    Amendment to part of "Measures for Financial Statement Preparation Procedure Management", "Management Auditing of Financial Statement Preparation Procedures," "Measures for Management of Liability Preparation and Contingent Matters," "Auditing of Measures for Liability Preparation and Contingent Matters Management," and "Authorizing Table"

    Amendment to part of "Financial and Operational Information Management," "Auditing of Financial and Operational Information Management"

    Jhunan Phase V Plant Building Construction Project

    The 30th Meeting of the Eighth Term

    2020.03.16

    Remuneration distribution for employees and directors, supervisors for 2019

    (Proposed by the Remuneration Committee) Review the bonus amount of profit payment to directors, supervisors and amount and method rewarded to employees who assume as directors, supervisors concurrently in employee remuneration

    (Proposed by the Remuneration Committee) Review the special performance evaluation and distribution of special performance incentive bonus to managers.

    The annual business report and financial statements of the Company for 2019

    The surplus distribution of the Company for 2019

    General re-elections of the directors

    Operation plan of the Company for 2020

    Amendment to “Articles of Association” of the Company

    2019 Internal Control System Statement

    Amendment to part of the Company's “Rules of Procedure for Board of Directors Meetings.”

    The Company decides the private placement of common shares in 2019 regular meeting of shareholders and plans not to handle offering and issuance

    The Company handling the private common shares

    The Company convened the 2020 annual shareholders’ meeting

    The 31st Meeting of the Eighth Term

    2020.03.27

    (Proposed by the Remuneration Committee) The List of second issuing Employee Stock Option under the “FY2019 Employee Stock Option Plan” for managerial officers

    The List of second issuing Employee Stock Option under the “FY2019 Employee Stock Option Plan”

    Accounting director transaction

    The Company buys back and transfers the issued shares of the Company to the employees according to Article 28(2) of Securities Exchange Act and "Measures for TWSE/TPEx-Listed Companies Buying Back the Shares of the Company" of Securities and Futures Bureau, Financial Supervisory Commission

    The Company establishes “FY2020 Employee Stock Option Plan”

    The 32nd Meeting of the Eighth Term

    2020.04.23

    Amendment to “Articles of Association” of the Company

    The Board of Directors nominates and reviews 2020 list of candidates for the nine seats of the ninth Board of Directors (including three Independent Directors) to be elected

    Release newly appointed Directors of the Company from non-compete restrictions.

    The credit line of banks for the Company

    The credit line of foreign exchange and derivatives for the Company

    The 33rd Meeting of the Eighth Term

    2020.05.13

    Review of the List and Remuneration of the Company’s New Managers

    The Resolution on the Regular Performance Evaluation and Annual Fixed Remuneration Adjustment and Distribution Plan of the Company’s Manager

    The Resolution on the Company’s Financial Report for the 1st Quarter in 2020

    The Resolution on the Company’s Proposal to Establish an Audit Committee and Formulate an Articles of the Audit Committee

    The 1st Meeting of the Ninth Term

    2020.06.03

    To elect a new chairman of the Ninth Term Board of Directors of the Company

  • Articles of Association
    Regulations for Remuneration Committee
    Rules of Procedure for Shareholders Meeting
    Procedures of Election of Directors and Supervisors
    Procedures for acquisition or disposal of assets
    Procedures for Lending Funds to Other Parties
    Procedures for Endorsement and Guarantee
    Procedures for Engaging in Derivatives Trading
    Ethics Policy
    Code of Ethical Conduct of Directors, Supervisors, and Managers
    Rules of Procedure for Meetings of Board of Directors

  • 薪資報酬委員會成員EN

    Remuneration Committee members

    Shu Fen Wang (Independent Director)

    Chen Wei Wang (Independent Director)

    Wen Chiu Chung