Apacer is committed to maintaining high standards of commercial ethics, effective authority and responsibility mechanisms, and corporate governance in all aspects of work, and operates its business with responsible and honest attitude.

 

 

Board of Directors

 

 According to the company's articles of association, Apacer has 7 to 9 directors with a term of three years. The nomination system is adopted, and the shareholders' meeting selects candidates from the list of candidates and re-election is eligible.

“Corporate Governance Best Practice Principles” specifies the policy of diversification for Board of Directors. The relevant principles are disclosed in the website:
the Board of Directors have diverse professional backgrounds and experience, which help Apacer achieve the objectives of improving our business and the shareholders' benefits.

To ensure diverse formation of the Board of Directors, the members thereof consist of nine directors with rich experience in various professions, as well as three independent directors (accounting for 33.33%). The members come from professional backgrounds in business management, accounting, finance and engineering technology. With different professional backgrounds, they possess skills in accounting and financial analysis, business management, venture investment, engineering technology, leadership and decision-making that demonstrate diversity and complementarity. Such professional backgrounds and industrial experience have made it possible for us to effectively implement the above-mentioned strategies for management and future development.

Since the Company puts great emphasis on the diversity of the Board of Directors, we require that the members thereof shall possess at least three different professional backgrounds and work experience in two different industries and that at least a female director shall be appointed to achieve the management objectives for diverse formation of the Board of Directors. A female independent director (accounting for 11.11% of all the directors) joined the Board of Directors in 2018, thereby achieving the goal of board members with diverse backgrounds/experience.

 

Expertise/academic experience of Board members

Title

Name

Educational background and experience

Concurrent posts in Apacer or other companies

Chairman

Austin  Chen

Educational background and experience

  • M.B.A., Department of Management Science, National Chiao Tung University
  • Acer Inc., Vice President

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Chairman and CSO
  • Apacer Technology (BVI) Inc. Director
  • OtO Photonics Inc., Representative of Legal Person as Director
  • JoiiUp Technology Inc., Representative of Legal Person as Director
  • Darwin Precisions Corp., Independent Director 

Vice Chairman

Gibson Chen

Educational background and experience

  • PhD, Aerospace Engineering, University of California, Los Angeles, California, USA

  • Master’s in Aerospace Engineering, National Cheng Kung University

  • Bachelor’s, Department of Aeronautics and Astronautics, National Cheng Kung University
  • Most I & T Corporation, President
  • VIA Labs, Inc., Vice Sales President

  • ADATA Technology Co., Ltd., Vice President

  • Silicon Motion, Inc., Vice President

Concurrent posts in Apacer or other companies

  • Vice Chairman and General Manager of Apacer Technology Co., Ltd.
  • UD info Corp., Chairman & President
  • FM MEDIA TECHNOLOGY CO., LTD., Director
  • Killon International Limited, Chairman

Director

Teddy Lu

Educational background and experience

  • M.S. of Electrical Engineering and M.B.A., University of California
  • B.S., Department of Electro-physics, National Chiao Tung University
  • Acer Inc., Operation and Investment Management Business Section, General Manager

  • EcoLumina Technologies Inc., Director

  • Formosa21, Inc., Director
  • iD SoftCapital Inc., Director
  • Stans Foundation, Director
  • Dragon Investment Fund Co., Ltd., Director’s Representative
  • JoiiUp Technology Inc., Director

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Director
  • Cyber Power Systems, Inc., Director
  • RDC Semiconductor Co., Ltd., Director
  • YODN Lighting Corp., Director

Director

Chang Chia-Kun

Educational background and experience

  • Baruch College CUNY of M.B.A.
  • NYU Polytechnic School of M.E.E.
  • Apacer Technology Inc., President
  • Apacer Memory America Inc., President

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Director and CEO
  • Apacer Technology B.V. Director
  • Apacer Technology Japan Corp., Director
  • Apacer Electronic (Shanghai) Co., Ltd, Representative of Legal Person as Director
  • UD info Corp., Representative of Legal Person as Director

Director

George Huang

Educational background and experience

  • B.S., Department of Communications Engineering, National Chiao Tung University
  • Acer Inc., Chairman
  • Acer Inc., CFO
  • Acer Inc., Co-founder
  • PChome Online Inc., Independent Director

Concurrent posts in Apacer or other companies

  • BIONET Corp., Independent Director
  • Apacer Technology Inc., Director
  • Les enphants Co. Ltd., Director
  • Motech Industries Inc., Director

Director

 

Acer Inc., Representative of Legal Person Hui-Hsiang Chien

Educational background and experience

  • Double Bachelor’s Degree in Control Engineering and Management Science, National Chiao Tung University
  • Zenitron Corporation, Assistant Manager

Concurrent posts in Apacer or other companies

  • Acer Inc., President
  • AOPEN INC., Chairman
  • AOPEN SMARTVISION INCORPORATED, Chairman
  • Anxin Tuo Co., Ltd., Chairman

Independent Director

Max Wu

Educational background and experience

  • B.S., Department of Electronics Engineering, National Chiao Tung University
  • Acer America Corp., president
  • Hua Nan Management Consulting Co., Chairman
  • InveStar Capital, Inc., Partner
  • Spring Foundation of NCTU, Chairman

Concurrent posts in Apacer or other companies

  • Gigastone Corp., Independent Director
  • Apacer Technology Inc., Independent Director
  • Harvatek Corporation, Independent Director
  • Cruise10 Co., Ltd, Chairman
  • Birch Venture Capital, Inc., Chairman
  • YODN Lighting Corp., Director
  • Antec, Inc., Director

Independent Director

Philip Peng

Educational background and experience

  • M.B.A., Department of Business Administration, National Chengchi University
  • Acer Inc., Senior vice President/CFO

Concurrent posts in Apacer or other companies

  • Apacer Technology Inc., Independent Director
  • AU Optronics Corp., Independent Director
  • Wistron Corporation, Director
  • Wistron NeWeb Corp., Director
  • Wistron ITS Corp., Director
  • ZIGONG ART SHARING CO., LTD., Director
  • Allxon Inc., Supervisor
  • Cruise10 Co., Ltd, Director
  • SmartStar Technology Inc., Chairman

Independent Director

Cathy Han

Educational background and experience

  • M.B.A., University of Connecticut
  • CDIB Capital Group, Department of Business Development, Executive Vice President
  • China Development Industrial Bank, Department of Planning, Executive Vice President
  • China Development Industrial Bank, Department of Principal Investment, Senior Vice President

Concurrent posts in Apacer or other companies

  • Wiwynn Corporation, Independent Director
  • Apacer Technology Inc., Independent Director
  • AU Optronics Corp., Independent Director
The term of the current board of directors starts: May 31, 2024

 

Important resolutions of the board of directors

Term of the Board of Directors

Time

Proposal

1st meeting 

in 2025

2025.02.20
  1. Approval of the 2024 (113th Year) Employee and Director Remuneration Distribution Plan.

  2. Approval of the proposal for the issuance of 2025 (114th Year) New Restricted Employee Shares.

  3. Approval of the appointment of Accountants Yin Yuan-Sheng and Shih Wei-Ming of KPMG as the company’s independent auditors for the financial statements, including the assessment of their independence and competence, and the determination of their remuneration.

  4. Approval of the 2024 (113th Year) Business Report and self-prepared Financial Statements.

  5. Approval of the 2024 (113th Year) Earnings Distribution Plan.

  6. Approval of the proposal for Cash Distribution from Capital Surplus.

  7. Approval of the issuance of the 2024 (113th Year) "Internal Control System Statement."

  8. Approval of the proposal to establish the "Internal Control System for Sustainability Information Management" under the "Other Management Control Cycles."

  9. Approval of the proposal to establish the "Control Procedures for Non-managerial Employee Compensation Management" under the "Payroll and Remuneration Cycle."

  10. Approval to convene the 2025 (114th Year) Annual General Meeting of Shareholders.

 

2nd meeting

in 2025

2025.04.17

  1. Approval of the Company’s 2025 (114th Year) First Quarter Consolidated Financial Reports.

  2. Approval of the proposal for the Company to acquire Convertible Preferred Shares issued by NEO Semiconductor, Inc.

  3. Approval of the proposal to amend the Company's Articles of Incorporation.

3rd meeting

in 2025

2025.04.21

  1. Approval of the proposal for the 1st execution of the 2025 (114th Year) Share Buyback program (Treasury Shares).

4th meeting

in 2025

2025.07.24

  1. Approval of the Company’s 2025 (114th Year) Second Quarter Consolidated Financial Reports.

  2.  Approval of the amendment to the Company’s "Whistleblowing Handling Procedures."

  3. Approval of the amendment to the "2025 (114th Year) Issuance Rules for New Restricted Employee Shares."

  4.  Approval of the allocation plan for the 2025 (114th Year) New Restricted Employee Shares.

  5.  Approval of the 2025 (114th Year) Managerial Compensation Adjustment.

  6.  Approval of the cancellation of treasury shares from the 1st 2025 buyback and the setting of the record date for capital reduction.

  7. Approval of the preparation of the Company's 2024 (113th Year) Sustainability Report.

 

5th meeting

in 2025

2025.11.06

 

  1. Approval of the Company’s 2024 (113th Year) Third Quarter Consolidated Financial Reports.

  2.  Approval of the 2026 (115th Year) Internal Audit Plan.

  3. Approval of the Company’s 2025 (114th Year) Real Estate Acquisition Plan (including subsidiary UD info Corp.).

 6th

meetin

 in 2025

2025.12.18
  1. Approval of the Company’s 2026 (115th Year) Strategic Development and Annual Operating Plan.

  2. Approval of the proposal to apply for and renew credit facilities and hedging-related financial product transaction limits with financial institutions for the year 2026 (115th Year).

  3.  Approval of the amendment to the Company’s "Articles of Incorporation."

  4. Approval of the proposal to define the scope of "Non-managerial Employees."

  5. Approval of the 2025 (114th Year) Performance Bonus Distribution for Managers.

  6. Approval of the 2025 (114th Year) Employee Remuneration Distribution for Managers.

  7. Approval of the 2026 (115th Year) Employee Stock Ownership Trust (ESOT) Allocation for Managers.

 

Board of Directors' Performance Evaluation Measures

 

The Company resolved at the ninth meeting of the eighth Board of Directors held on 12.17, 2019 to establish the “Guidelines for Evaluating the Performance of the Board of Directors”,including Period of evaluation,Scope of evaluation,Method of evaluation and Items of evaluation.

 

2023 Report on the Implementation Results of the Board of Directors' Performance Evaluation Measures

 

This performance evaluation report was reported by the board meeting on February 23,2024

 

Evaluation Items

Evaluation Result

Board Performance Evaluation (Overall)

Exceeding the standard (over 90% achievement rate)

Board Member Self-Assessment

Exceeding the standard (over 90% achievement rate)

Functional Committee Performance Evaluation (Overall)

Exceeding the standard (over 90% achievement rate)

 

 

 

 Succession planning

Apacer's director election system adopts a candidate nomination system and is accordance with the "Director Election Method". Apacer also has a policy of diversity in  board of directors in the "Corporate Governance Practice Code", which considers the diversity elements such as professional knowledge, technology, experience and gender required by director members, and will refer to the recommendations of the functional committees to propose director candidates related to appropriate arrangements for the candidates and the planning successor candidates.

 

 BODdiversification 2024.jpg (185 KB)

 Updated: 2024.5.31

  

Information on election of directors

(including independent directors)

 

Nomination and election method

According to Article 12-1 of the Apacer's articles of association: the number of independent directors among the number of directors of the company shall be three or more, and a candidate nomination system shall be adopted, and the shareholders' meeting shall select independent director candidates from the list. The profession qualifications, shareholding, part-time job restrictions, nomination and selection methods, and other matters to be followed the relevant regulations of the securities regulatory authority.

 

 

Major shareholders

Top 10 Shareholders

Number of shares held

Shareholding ratio

Phison Electronics Corp.

 12,554,580  9.75%
Acer Inc.  11,928,000  9.27%

Shanlin Investment Co., Ltd.

6,150,000 4.78%
Advantech Corporate Investment Ltd. 6,041,000   4.69%
Teddy Lu 5,699,906 4.43%
Chen, Ming-Ta  1,990,040  1.55%
Austin Chen  1,525,633  1.19%
Chang Cheng-Hsiung 1,432,000   1.11% 

Standard Chartered Custoday-Westerm

Asset Emerging Markets High Divdend Fund.

 1,343,000  1.04%
Zhuang Zhong-Yu 1,310,000  1.02%

 Base Date: 2025.03.24