Board of Directors
The election of directors shall adopt the candidate nomination system which is conformed to Pegatron’s Article of Incorporation. The 6th session of Board of Directors is composed of 12 members, including 3 independent directors. Tenure of the session is from 15st June, 2022 to 14th June, 2025.
In 2023, a total of 9 meetings of the Board of Directors were held. The average attendance rate is 92.59%.
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 a master’s degree in computer and communication engineering and an honorary PH.D. in 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 director of AzureWave Technologies Inc., Alcor Micro Corp., 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.
Mr. Ted Hsu is the Vice Chairman and CSO of Asustek Computer Inc., and he is also the director of Asmedia Technology Inc., iMotion Group Inc., etc. He was one of the co-founders of Asustek Computer Inc. and served as the vice chairman and deputy group CEO of Pegatron Corporation. He holds an EMBA (Executive Master of Business Administration) from National Chiao Tung University.
Mr. H.T. Tung is the Senior Vice President of Pegatron Corporation, and he is also the vice chairman of Asrock Incorporation. He served as the associate vice president of Asustek Computer Inc. before joining Pegatron Corporation. He holds a bachelor’s degree in electrical engineering from National Taiwan University.
Mr. M.D. Kuo is the Chairman and CSO of Pegavision Corp., and he is also the director of Kinsus Interconnect Technology Corp., Kinsus Investment Co., Ltd., etc. He served as the chairman and CEO of Kinsus Interconnect Technology Corp. before. He holds a degree in electrical engineering from National Taipei Institute of Technology.
Dr. T.K. Yang/Director
Dr. T.K. Yang is the director of Asustek Computer Inc. and TTY Biopharm Company Limited, etc. 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 the chairman of Taiwan Stock Exchange, premier of Taiwan Academy of Banking and Finance, and vice chair of Economic Committee, 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.: S.J. Liao /Director
Mr. S.J. Liao is the President and CEO of Pegatron Corporation, and he is also the chairman of Kinsus Interconnect Technology Corp., president of Pegatron Japan Inc., etc. He served as the chief operating officer of Pegatron Corporation before. He holds a bachelor's degree in industrial and business management and an honorary PH.D. from Tatung Institute of Technology.
Miss. E.L. Tung holds a master's degree in mass communication from New York Institute of Technology (NYIT).
C. Lin/Independent Director
Dr. C. Lin is the Chairman of TTY Biopharm Company Limited, and he is also the chairman of TSH Biopharm Corporation Limited. He served as the premier of Executive Yuan, minister of Finance of the R.O.C. and professor of public finance at National Chengchi University before. He holds a master’s degree in Department of public finance from National Chengchi University and a Ph.D. in economics from University of Illinois.
C.P. Huang/Independent Director
Mr. C.P. Huang is the President and General manager of Havix Electronics Co., Ltd. He served as the independent director of Kinsus Interconnect Technology Corp. before. He holds a degree in electrical engineering from National Taipei Institute of Technology.
Z.W. Wang/Independent Director
Mr. Z.W. Wang is the independent director of Phison Electronics Corp. and Simplo Tchnology Co., Ltd., and he is also the director of ITIC Co., Ltd, Give-Circle Co., Ltd. Etc. He served as CEO and General Manager of Quanta Computer Inc. before. He holds a bachelor's degree in electronic engineering from National Chiao Tung University.
Diversity of Board Members
The Company's sixth Board of Directors encompass diverse professional backgrounds and are composed of 12 Directors, including one female Director, taking into account gender, professional background and experience. The Board is composed of members with backgrounds in technology, finance, industry and academe, with areas of expertise covering computer telecommunications, electrical engineering, electronic product applications, business management, biotechnology and medical care, media management and industrial economics and generally possesses the knowledge, skills and qualities necessary to perform their duties. They possess the ability to make judgements about operations, accounting, finance, knowledge of the industry, leadership capabilities, as well as an international market perspective.
The Directors are fully composed of Taiwanese nationals, with 33.33% of the Directors being employees of the Company, 33.33% being employees of subsidiaries and 66.67% being non-employees. One Director is under the age of 40, seven are between 40 and 70 and four are over 70.
The diversity of the Company's Board members has been implemented in accordance with the "Corporate Governance Best Practice Principles" and the "Procedures for the Election of Directors." The current Board members have different qualifications and provide advice to the Company based on their respective expertise. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs, including but not limited to the criteria of basic criteria and values, professional knowledge and skills, etc. This ensures the Board of Directors have a diversity of perspectives and strengthens the functions of the Board. In addition to the foregoing, the Company also places emphasis on gender equality in the composition of the Board of Directors, which should include at least one member of each gender and will continue to strive to increase the percentage of female Directors in the future.
Management Goals of Diversity
Execution Status of Board Evaluation
1. Pegatron has established“Rules for Board of Directors Performance Assessments and Functional Committees”, and has executed yearly internal evaluation and external evaluation at least once every three years.
2. The information of self-evaluation of Board in 2022 is as below :
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
3. In 2023, Pegatron appointed Diwan & Company as external independent professional institution to execute performance evaluation of Board of Directors in 2022Y (2022.01.01 - 2022.12.31). The external evaluation report was presented to the Board meeting on April 18th, 2023. Diwan & Company has evaluated the composition, quality of the decision making, participation in the operation, election and continuing education and internal control of the Board of Directors and functional committees. Diwan & Company is not a major interested party of Pegatron and its experts are not second-degree relative of directors.According to their report submitted on March 31st, 2023, the result of assessment is excellent, and their suggestions are as below.
A. Increase the seat of independent director
Pegatron will consider to increase the seat of independent director in next session of board of directors.
B. Increase the diversity of board of directors
Pegatron will consider to increase the seat of female director in next session of board of directors.