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Board of Directors

Job Title

Name

Date of Initial Selection

Work Experience (Educational Background)

Positions Concurrently Held with MACHVISION and Other Companies

Chairman

Wang, Guang-Shiah

1998/05/26

Ph.D. of Industrial Engineering, Pennsylvania State University

Professor of Industrial Management Department, Chung Hua University

Chief Technology Officer, MACHVISION

Director, MACHVISION (Dongguan) Inspection Equipment Co., Ltd.

Chairman (legal representative), Autovision Technology Inc.

Chairman (legal representative), Sigold Optics, Inc.

Director

Chuang, Yung-Shun

2005/12/07

Chairman, AAEON Technology Inc.

National Taiwan University EMBA
Master of Business Administration, Tulane University

Bachelor of Electronic and Computer Engineering, National Taiwan University of Science and Technology

Chairman (legal representative), AAEON Technology Inc.

Chairman (legal representative), Yanyou Investment Co., Ltd.

Chairman (legal representative), Onyx Healthcare Inc.

Chairman (legal representative), AAEON Technology Inc. (Suzhou)

Director, AAEON DEVELOPMENT INCORPORATED

Director, AAEON TECHNOLOGY CO., LTD.

Director, AAEON TECHNOLOGY (Europe) B.V.

Director, AAEON TECHNOLOGY GMBH

Director, Atech OEM Inc.

Director (legal representative), Baida Wireless Co., Ltd.

Director (legal representative), Qiye Electron (Dongguan) Co., Ltd.

Director (legal representative), Danyang Qiye Technology Co., Ltd.

Chairman, AAEON Foundation

Director, Litemax

Chairman, Yanxin Investment, Co., Ltd.

Independent Director, Top Union Electronics Corp.

Independent Director, EverFocus Co., Ltd.

Director, King Core

Supervisor, Allied Biotech Corporation

Director, Sunengine Co., Ltd.

Director, ONYX Healthcare USA, Inc.

Director, ONYX Healthcare Europe B.V

Director (legal representative), XAC Automation Corporation

Supervisor (legal representative), Swissray Global. Healthcare Holding Ltd.

Director (legal representative), CHC Healthcare Group

Director (legal representative), AMPAK Technology Inc.

Director (legal representative), Top Union Electronics Shanghai Corp.

Director (legal representative), Union Electronics Suzhou Corp.

Director, AAEON Electronics Inc.

Director (legal representative), Allied Oriental International Ltd.

Chairman, Onyx Healthcare Inc. (Shanghai)

Director, the BEST portals

Director, Litemax Technology, Inc.

Director, Mcfees Group Inc.

Chairman of Tai Ke Da Innovation Co., Ltd.

Chairman of Fu Li Investment Co., Ltd.

Director (Legal Representative) of Asensetek Incorporation

Director (Legal Representative) of Chang Yang Technology Co., Ltd.

Director (Legal Representative) of Bei Ke Zhi Xing Venture Capital Co., Ltd.

Director (Legal Representative) of Kooidea

Director (Legal Representative) of Feng Xing Venture Capital Co., Ltd.

Director (Legal Representative) of iHELPER Inc.

Director

Yu, Ming-Chang

2008/08/07

Master of Electrical Engineering, National Tsing Hua University

Vice President, Stark Technology Inc.

Supervisor, Stark Technology Inc.

Director (legal representative), ASPEED Technology Inc.

Supervisor, Atech Technology Co., Ltd.

Director (legal representative), Aotuweixun Technology Co., Ltd.

Independent Director, Ili Technology Corp.

Director, Airui Creation Co., Ltd.

Director

Chang, Yung-Yang

2007/5/25

Ph.D. of Technology Management, Chung Hua University

Associate Professor, Kainan University

Director, Changhung Consultant Co., Ltd.

Consultant, Changciao CPAs

Supervisor, Juic International Corporation

Director

Yan, Wei-Chyun

2010/6/8

MBA, City University of New York

Chairman & President, Atech OEM Inc.

Supervisor, CipherLab Co., Ltd.

Director, AAEON Foundation

Director (legal representative), AAEON Technology Inc. (Suzhou)

Director, AAEON TECHNOLOGY SINGAPORE PTE. LTD

Director, AAEON TECHNOLOGY (Europe) B.V.

Supervisor (legal representative), AAEON Technology Inc.

Chairman (legal representative), Qiye Electron (Dongguan) Co., Ltd.

Chairman (legal representative), Danyang Qiye Technology Co., Ltd.

Independent Director, Mutto Optronics Corporation

Chairman (legal representative), Yayuan Technology Co., Ltd.

Chairman (legal representative), Baida Wireless Co., Ltd.

Director (legal representative), ATECH Technology(SAMOA) Ltd.

Director (legal representative), Growing Profits Group Limited

Director (legal representative), Outstanding Electronics Manufacturer Group Co., Ltd.

Supervisor, Autovision Technology Inc.

Independent Director, AVY Precision Technology Inc.

Director

Chen,Fu-Sheng

2019/5/29

Graduate School of Department of Industrial Engineering and Engineering Management, National Tsing Hua University

Chairman Special Assistant and Operation Vice General Manager of Subsidiary of Wafer Works Corporation

General Manager of MACHVISION

General Manager of Shi-jing Optics Co., Ltd.

Chairman of GreatSense Smart Instrument Co., Ltd. (Guanzhou)

Independent
Director

Lee, Tsu-Der

2016/5/27

D.D.S., School of Dentistry, Taipei Medical University

President, Taipei Medical University

Chairman of the Board of Directors, Beijing Meida Starbucks Co.,Ltd.

General Manager, H&Q Asia Pacific (China)

General Manager, Hong Kong China Securities Funds Management Company

Chairman of the Board of Directors, Shandong Kexing Bioproducts Co., Ltd.

Consultancy Member, Consultancy Committee for Industry-Academy Cooperation Promotion, MoST, Executive Yuan 

Chairman of the Board of Director, Shanghai Taivex Healthcare Management Co., Ltd.

Director, Swissray Global Healthcare Holding Ltd.

Director, Onyx Healthcare Inc.

Independent Director, CGPC Corporation

Director, Taipei Medical University

Independent
Director

Yen, Tsung-Ming

2016/5/26

Master of Economics, Soochow University

Director-General, Hsinchu Science Park Bureau and Director, Hsinchu Biomedical Science Park Office

Chair Professor, Department of Business Administration, Chung Hua University

Adjunct Associate Professor, Graduate Institute of Management of Technology, National Chiao Tung University 

Executive Director, Asian Science Park Association(ASPA)

Director, International Association of Science Parks (IASP)

Head of Business Division andInvestment and Division Deputy Director-General, Hsinchu Science Park Bureau

Consultant, Chinese Professional Management Association of Hsinchu

Director, Mega Bills

Vice Chairman, Wholetech System Hitech Limited

Supervisor, Ablerex Electronics, Co., Ltd.

Director, TagfansInc.

Visiting Professor, Department of Business Administration, Hsuan Chuang University

Independent
Director

 Du, Ming-Han

2018/12/14

 Master of Management Sciences, Tamkang University

Bachelor of Statistics, Tamkang University

Software Engineer of Mitac Computer Co., Ltd.

Business Engineer and Associate Business Manager of Hua Guang Computer Co., Ltd.

Senior Marketing Manager of HP Development Company, L.P.

Marketing Director of TECO Corporation

Associate Manager of Marketing Department & Vice President of Research and Development Department & Senior Vice President of Microsoft Taiwan

President of World Vision Taiwan

Convener of World Vision Asia

 Convener of World Vision Asia

 

Date Shareholders’ Meeting/
Board Meeting
Resolutions

2019.10.30

Board Meeting

1.Submitted the Q319 financial statements.

2.Submitted the 2019 independent accountant’s review report.

3.Submitted the report on the implementation of the corporate social responsibility policy or system.

4.Submitted the report on the implementation of corporate governance.

5.Adopted the renewal/signing of the short-term loan agreement with the bank for the flexible use of funds and the good relationship with the bank.

2019.05.29

Board Meeting

1.Ex-Dividend Date for 2018 cash dividend distributions.

2.Proposal for discussion on lifting coopetition in corporate managers. President Fu-Sheng Chen was requested to leave the meeting to avoid interest of conflict.

2019.04.17

Board Meeting

1.Proposal of MACHVISION 2019 Q1 Financial Report.

2.Adopted the proposal for review of director eligibility.

3.Adopted the proposal for amending some clauses prescribed in "Procedures for Loaning Corporate Funds to Other Parties".

4.Adopted the proposal for amending some clauses prescribed in "Procedures for Endorsement Guarantee".

5.Adopted the proposal for amending "Standard Operating Procedures for Processing Director Requirement" of MACHVISION.

6.Adopted the proposal for amending “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” of MACHVISION.

7.Adopted the proposal for matters related to calling MACHVISION 2019 Shareholders Meeting.

2019.02.13

Board Meeting

1.The Proposal for Compensation for Directors and Supervisors (including Independent Directors) and Employee Salaries of 2018 was adopted.

2.The Proposal for Financial Report of 2018 was adopted.

3.The Proposal for Business Report of 2018 was adopted.

4.The Proposal for Distribution of 2018 Profits of the Company was adopted.

5.The Proposal for Establishment of Korean Branch was adopted.

6.The Proposal for “2018 Internal Control System Statement” was adopted.

7.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted.

8.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted.

9.The Proposal for the By-election of One Seat of the Board of Director was adopted.

10.The Proposal for Releasing Newly-elected Directors from Non-compete Clause was adopted.

11.The Proposal for the Convening of 2019 Shareholders Meeting was adopted.

2019.01.30

Board Meeting

1.The Proposal for the Distribution of Year-end Bonus for Managers of 2018 was adopted.

2019.12.24

Board Meeting

1. Proposed the 2018 Attesting CPA Audit Report of MACHVISION Inc.

2. Proposed the implementation report of corporate social responsibility policy or system.

3. Proposed report on corporate and operation status

4. Proposed Board of Directors performance appraisal results.

5. Adopted the appointment of MACHVISION salary and remuneration committee members.

6. Adopted the MACHVISION 2019 business plan.

7. Adopted internal control statement of CPA project audit dated between October 1, 2017 and September 30, 2018.

8. Adopted MACHVISION periodic assessment of 2019 Attesting CPA Independence and competence.

9. Adopted the proposition of 2019 MACHVISION accountant appointment.

10. Adopted MACHVISION 2019 audit plan.

11. Adopted the proposition for renewing “Liability Insurance for Directors, Supervisors and Manager” from Tokio Marine Newa Insurance Company Ltd.

2018.12.14

Board Meeting

1.The Proposal for the Re-election of the Company’s Chairman of the Board of Directors was adopted.

2018.11.15

Board Meeting

1.The Proposal for the Nomination Period of Independent Directors Scheduled to be from Oct. 30, 2018 to Nov. 8, 2018 proposed by the 2018 Special Shareholders Meeting was adopted.

2.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted.

3.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted.

4.The Proposal for “Internal Control System Statement” was adopted.

2018.10.29

Board Meeting

1.The Proposal for Renewal of Contacts of Short-term Financing with Banks with Aims to Enhance Relationships with Banks and Flexible Usage of Company Funds was adopted.

2.The Proposal for Personnel Changes of Internal Auditing Directors was adopted.

3.The Proposal for Cash Offering to Issue New Shares proposed by the Meeting of the Board of Directors of Jul. 24, 2018 was adopted and attempted to cancel the non-executive regulations.

4.The Proposal for Listing Change of the Company was adopted.

5.The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted.

6.The Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted.

7.The Proposal for amendment of Partial Articles and the Title of the Company’s “Regulations Governing Elections Procedures of Directors and Supervisors” was adopted.

8.The Proposal for amendment of Partial Articles of the Company’s “Regulations Governing Procedures of Management of Loans to Others” was adopted.

9.The Proposal for amendment of Partial Articles of the Company’s “Management of Endorsement and Guarantees” was adopted.

10.The Proposal for amendment of Partial Articles of the Company’s “Management of Operation of Board Meeting” was adopted.

11.The Proposal for amendment of Partial Articles of the Company’s “Codes of Ethical Conduct” was adopted.

12.The Proposal for amendment of Partial Articles of the Company’s “Corporate Social Responsibility Best Practice Principles” was adopted.

13.The Proposal for amendment of Partial Articles of the Company’s “Ethical Corporate Management Best Practice Principles” was adopted.

14.The Proposal for amendment of Partial Articles of the Company’s “Corporate Governance Best Practice Principles” was adopted.

15.The Proposal for amendment of Partial Articles of the Company’s “Audit Committee Charter” was adopted.

16.The Proposal for Overall Re-election of Directors and Independent Directors or Additional Election of Two Seats of Directors was adopted.

17.The Proposal for Releasing Newly-elected Directors from Non-compete Clause was adopted.

18.The Proposal of Relevant Issues of Nomination of Candidates of (Independent) Directors by Shareholders at the First Special Shareholders Meeting of 2018 was adopted.

19.The Proposal for Convening the First Special Shareholders Meeting of 2018 was adopted.

2018.08.10

Board Meeting

1.The Proposal for purchasing New Industrial Estate to Satisfy Growing Demand of Operation Revenue was adopted.

2018.07.24

Board Meeting

1.The Proposal for Increase of the Company’s Fund Investment to the Mainland China Region was adopted.

2.The Proposal for Cash Offering to Issue New Shares in 2018 was adopted.

3.The Proposal for Procedures for Handling Material inside Information of the Company was adopted.

4.The Proposal for Amendment of the Company’s “Remuneration Committee Charter” was adopted.

5.The Proposal for Compensation for Directors (including Independent Directors) and Supervisors of 2017 was adopted.

6.The Proposal for 2017 Distribution of Managers Compensation and Employee Salaries was adopted.

7.The Proposal for 2018 Annual Adjustment of Managers Compensation was adopted.

2018.05.29

Board Meeting

1.The Proposal for 2017 Ex-dividend Date of Distribution of Cash Dividend was adopted.

2018.04.24

Board Meeting

1.The Proposal for Regulations for Allowance of Car Renting Granted to Senior Directors was adopted.

2018.01.24

Board Meeting

1. Adopted the proposal for the 2017 remuneration of employees, directors, and supervisors (including independent directors).

2.Adopted the proposal for the distribution of 2017 year-end bonuses of managerial officers.

3. Adopted the proposal for the pension plan of the Company’s chairman and executives.

4. Adopted the proposal for the 2017 internal control system declaration.

5.Adopted the proposal for 2017 financial statements.

6.Adopted the proposal for the 2017 business report.

7.Adopted the proposal for the 2017 distribution of earnings.

8.Adopted the proposal for the amendments to the Company’s articles of incorporation.

9.Adopted the proposal for the short-term loan commitments with banks.

10.Adopted the proposal for the convention of the 2018 annual shareholders’ meeting.

2017.12.28

Board Meeting

1. Proposed the 2017 CPA assessment.

2. Proposed theimplementation of the corporate social responsibility policies or systems.

3. Proposed theoperation of corporate governance.

4. Adopted the proposal for the 2018 business plan.

5.Adopted the proposal for the 2018 audit plan.

6.Adopted the proposal for the purchase of liability insurance for directors and supervisors with Tokio Marine Newa Insurance.

7. Adopted theproposal for the cooperation with Company C.

2017.11.02

Board Meeting

1. Proposed the Q317 financial statements.

2.Adopted the proposal for the creation/renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks.

3.Adopted the proposal for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.

4.Adopted the proposal for the amendments to the Company’s Regulations Governing Appointment of Independent Directors and Compliance Matters.

5. Adopted the proposal for the regulations governing the payment for the pension of the business owner and appointed managerial officers.

2017.07.28

Board Meeting

1.Proposed the Q217 financial statements.

2.Proposed the Regulations Governing the Performance Evaluation of the Board of Directors for discussion.

3.Proposed the 2016 remuneration of directors and supervisors (including independent directors) for discussion (by the Remuneration Committee).

4.Proposed the distribution of 2016 remuneration of managerial officers and employees for discussion (by the Remuneration Committee)

5.Proposed the adjustment in the 2017 remuneration of managerial officers for discussion(by the Remuneration Committee)

2017.05.26

Board Meeting

1. Adopted the proposal for the appointment of the Company’s Remuneration Committee members.

2.Adopted the ex-dividend date of 2016 cash dividend distribution.

3. Adopted the proposal for the change in the Company’s financial officer.

2017.04.26

Board Meeting

1. Proposed the Q117 financial statements.

2017.04.13

Board Meeting

1.Adopted the proposal for the qualification review of independent directors.

2.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets.

3. Adopted the proposal for the waiver of the right to subscribe for shares ofSigold Optics Inc.for the capital increase by cash.

4. Adopted the proposal for the convention of the 2017 annual shareholders’ meeting.

2017.01.26

Board Meeting

1. Adopted the proposal for the 2016 remuneration of employees, directors, and supervisors (including independent directors).

2. Adopted the proposal for the 2016 internal control system declaration.

3.Adopted the proposal for 2016 financial statements.

4. Adopted the proposal for the 2016business report.

5.Adopted the proposal for the 2016 distribution of earnings.

6.Adopted the proposal for the signing of the short-term loan commitments/pre-settlement risk (PSR) commitments (hedging) contracts with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks.

7.Adopted the proposal for the amendments to the Company’s Corporate Governance Best Practice Principles.

8.Adopted the proposal for the amendments to the Company’s Corporate Social Responsibility Best Practice Principles.

9. Adopted the proposal for the addition of independent directors.

10.Adopted the proposal for the release of the Company’s directors from non-competition restrictions.

11. Adopted the proposal for the establishment of a subsidiary in Vietnam.

12. Adopted the proposal for the convention of the 2017 annual shareholders’ meeting.

2016.12.27

Board Meeting

1. Proposed the 2016 CPA assessment.

2.Proposed the implementation of the corporate social responsibility policies or systems.

3.Proposed the operation of corporate governance.

4.Proposed the key audits.

5. Adopted the proposal for the 2017 business plan.

6.Adopted the proposal for the 2017 audit plan.

7.Adopted the proposal for the purchase of liability insurance for directors and supervisors with Tokio Marine Newa Insurance.

8.Adopted the proposal for the distribution of 2016 year-end bonuses of managerial officers.

9.Adopted the proposal for theadjustment in the allowances of managerial officers and the addition of technical allowances in response to the Company’s operational requirements.

2016.11.11

Board Meeting

1. Proposed the Q316 financial statements.

2. Adopted the proposal for the change in the internal audit proxy.

3.Adopted the proposal for the renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks.

2016.07.29

Board Meeting

1. Proposed the Q216 financial statements.

2.Adopted the proposal for the 2015 remuneration of employees, directors, and supervisors (including independent directors).

3. Adopted the proposal for the distribution of 2015 remuneration ofmanagerial officers and employees.

4.Adopted the proposal for the adjustment in the 2016 remuneration of managerial officers.

5. Adopted the proposal for the renewal of the short-term loan commitments with banks for the purposes of using fundsflexibly and maintaining the good relationship with banks.

6.Adopted the proposal for the revision of the distribution weight of employees’ remuneration.

2016.06.07

Board Meeting

1.Adopted the proposal for the reelection of the Company’s chairman.
2.Adopted the proposal for the appointment of the Company’s Remuneration Committee members.
3.Adopted the ex-dividend date of 2015 cash dividend distribution.

2016.04.29

Board Meeting

1.Proposed the Q116 financial statements.
2.Proposed the appointment of the president of Sigold Optics, Inc.
3.Adopted the proposal for the change in the internal audit proxy.

2016.04.15

Board Meeting

1.Adopted the proposal for the qualification review of independent directors.
2.Adopted the proposal for the change in CPAs.

2016.02.19

Board Meeting

1.Proposed the implementation of the corporate social responsibility policies or systems.
2.Proposed the operation of corporate governance.
3.Adopted the proposal for the remuneration of employees, directors, and supervisors (including independent directors).
4.Adopted the proposal for the revision of the distribution weight of employees’ remuneration.
5.Adopted the proposal for the 2015 internal control system declaration.
6.Adopted the proposal for the revision of the Company’s level of approval.
7.Adopted the proposal for the 2015 financial statements.
8.Adopted the proposal for the 2015 business report.
9.Adopted the proposal for the 2015 distribution of earnings.
10.Adopted the proposal for the distribution of cash dividends using capital reserve.
11.Adopted the proposal for the amendments to the Company’s articles of incorporation.
12. Adopted the proposal for the Company’s evaluation of the improved ability to compile financial statements.
13.Adopted the proposal for the renewal of the line of credit with Ta Chong Commercial Bank.
14.Adopted the proposal for the reelection of the Company’s directors and supervisors.
15.Adopted the proposal for the release of the Company’s directors from non-competition restrictions.
16.Adopted the proposal for the convention of the 2016 annual shareholders’ meeting.

2015.12.25

Board Meeting

1.Proposed the 2015 CPA assessment.
2.Adopted the proposal for the 2016 business plan.
3.Adopted the proposal for the 2016 audit plan.
4.Adopted the proposal for the formulation of procedures for halt and resumption applications.
5.Adopted the proposal for the revision of the internal control system.
6.Adopted the proposal for the revision of the Company’s level of approval.
7.Adopted the proposal for the change in managerial officers.
8.Adopted the proposal for the increase in capital of Autovision Technology Inc.
9.Adopted the proposal for the amendments to the Company’s articles of incorporation.
10.Adopted the proposal for the distribution of 2015 year-end bonuses of managerial officers.
11.Adopted the proposal for the revision of the distribution weight of employees’ remuneration.

2015.10.29

Board Meeting

1.Proposed the Q315 financial statements.
2.Adopted the proposal for the short-term loan commitments with E.SUN Commercial Bank and Mega International Commercial Bank.

2015.07.30

Board Meeting

1.Proposed the Q215 financial statements.
2.Adopted the proposal for the distribution of 2014 bonuses of managerial officers and employees.
3.Adopted the proposal for the adjustment in the remuneration of the Company’s managerial officers.
4.Adopted the proposal for the Company’s accounting officer proxy.
5.Adopted the proposal for the renewal of the short-term loan commitments with Taiwan Cooperative Bank and Taipei Fubon Bank.

2015.05.28

Board Meeting

1.Adopted the ex-dividend date of 2014 cash dividend distribution.

2015.04.28

Board Meeting

1.Proposed the Q115 financial statements.
2.Proposed the progress of the establishment of new companies.
3.Proposed the implementation of the corporate social responsibility policies or systems.
4.Proposed the operation of corporate governance.
5.Adopted the proposal for the revision of the Company’s internal control system.
6.Adopted the proposal for the formulation of the Company’s Procedures for Ethical Management and Guidelines for Conduct.
7.Adopted the proposal for the renewal of the line of credit with Bank SinoPac due to the business need.
8.Adopted the proposal for the 2014 remuneration of directors and supervisors.
9.Adopted the proposal for the bonuses of the Company’s managerial officers.
10.Adopted the proposal for the establishment of subsidiaries due to the future business need.

2015.02.26

Board Meeting

1.Adopted the 2014 financial statements.
2. Adopted the 2014 business report.
3. Adopted the proposal for the 2014 distribution of earnings.
4.Adopted the proposal for the revision of the Company’s internal control system.
5.Adopted the proposal for the Company’s Corporate Governance Best Practice Principles.
6.Adopted the proposal for the 2014 internal control system declaration.
7.Adopted the proposal for the distribution of cash dividends using capital reserve.
8.Adopted the proposal for the convention of the 2015 annual shareholders’ meeting.
9.Adopted the proposal for the establishment of subsidiaries due to the future business need.
10.Adopted the proposal for the renewal of the line of credit with Ta Chong Commercial Bank due to the business need.

103.12.23

Board Meeting

1.Proposed the 2014 CPA assessment.
2.Adopted the proposal for the 2015 business plan.
3.Adopted the proposal for the 2015 audit plan.
4.Adopted the proposal for the revision of the Company’s internal control system.
5.Adopted the proposal for the remuneration structure of the Company’s managerial officers upon resignation (proposed by the Remuneration Committee).
6.Adopted the proposal for the distribution of 2014 year-end bonuses of managerial officers (proposed by the Remuneration Committee).
7.Adopted the proposal for the review fees paid to the Remuneration Committee members and the attendance fees paid to directors and supervisors.
8.Adopted the proposal for the change in the Company’s stock transfer agent.

2014.11.11

Board Meeting

1.Proposed the Q314 financial statements.
2.Adopted the proposal for the revision of the Company’s Corporate Governance Best Practice Principles.
3.Adopted the proposal for the change in the Company’s financial officer and accounting officer.

2014.07.30

Board Meeting

1.Proposed the Q214 financial statements.
2.Adopted the proposal for the renewal of the line of credit with the bank.
3.Adopted the proposal for the revision of the Company’s level of approval.
4.Adopted the proposal for the adjustment in the remuneration of the Company’s managerial officers (proposed by the Remuneration Committee).

2014.05.29.

Board Meeting

1.Adopted the ex-dividend date of 2013 cash dividend distribution.
2.Adopted the proposal for the renewal of the line of credit with the bank.
3.Adopted the proposal for the 2013 remuneration of directors and supervisors (including independent directors) (proposed by the Remuneration Committee).
4.Adopted the proposal for the distribution of 2013 bonuses of managerial officers and employees (proposed by the Remuneration Committee).

2014.04.29.

Board Meeting

Proposed Q114 financial statements.

2014.03.11.

Board Meeting

1.Adopted 2013 financial statements.
2.Adopted the proposal for the change in CPAs due to the internal adjustment of the accounting firm.
3.Adopted the 2013 business report.
4.Adopted the proposal for the 2013 distribution of earnings.
5.Adopted the proposal for the renewal of the line of credit with Ta Chong Commercial Bank.
6.Adopted the proposal for the amendments to the Company’s articles of incorporation.
7.Adopted the proposal for the 2013 internal control system declaration.
8.Adopted the proposal for the formulation of Regulations Governing Management of Personal Information Protection.
9.Adopted the proposal for the formulation of Regulations Governing Performance Evaluation of Internal Audit Officer.
10.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets and the Procedures for Derivatives Trading.
11.Adopted the proposal for the amendments to the Company’s accounting system.
12.Adopted the proposal for the amendments to the Company’s management of financial and non-financial information.
13.Adopted the proposal for the adjustment in the 2014 audit plan.
14.Adopted the proposal for the convention of the 2014 annual shareholders’ meeting.
15.Adopted the proposal for the adjustment in the 2014 remuneration of managerial officers (proposed by the Remuneration Committee).
16.Adopted the proposal for the pension plan of the business owner and appointed managerial officers (proposed by the Remuneration Committee).
17.Adopted the proposal for the 2013 remuneration of directors and supervisors (including independent directors) (proposed by the Remuneration Committee).

2013.12.27.

Board Meeting

1.Adopted the proposal for the 2014 business plan.
2.Adopted the proposal for the 2014 audit plan.
3.Adopted the proposal for the revision of the Company’s accounting system.
4.Adopted the proposal for the revision of the Company’s internal control system and corporate governance policies.
5.Adopted the proposal for the change in the Company’s internal audit officer and internal audit proxy.
6.Adopted the proposal for the change in the Company’s address.
7.Adopted the proposal for the remuneration structure of the Company’s executives.
8.Adopted the proposal for the distribution of 2013 year-end bonuses of managerial officers.

2013.10.29.

Board Meeting

Proposed the Q313 financial statements.

2013.09.10.

Board Meeting

1.Formulated the record date of the 2013 capital increase by cash and the subscription price.
2.Adopted the proposal for the regulations governing the share subscription of managerial officers and the 2013 number of shares available for subscription of managerial officers applying the capital increase by cash.
3.Adopted the proposal for the regulations governing the remuneration of directors and supervisors using the annual earnings.

2013.08.20.

Board Meeting

1.Adopted the proposal for the 2013 issuance of shares using the capital increase by cash.

2013.07.24.

Board Meeting

1.Adopted the proposal for the distribution of the 2012 remuneration of directors and supervisors (including independent directors).
2. Adopted the proposal for the distribution of 2012 bonuses of managerial officers and employees.
3.Adopted the proposal for the adjustment in the remuneration of the Company’s managerial officers.

2013.06.24.

Board Meeting

1.Adopted the proposal for the election of Director Wang, Guang-Shiah as the chairman of the board.
2.Adopted the proposal for the appointment of Independent Director Hsu, Tzu-Kuang and Ke, Tzu-Kang and He, Li-Hsing, Associate Professor of Technology Management, Chung Hua University, as the Remuneration Committee members.
3.Adopted the proposal for the line of credit with the bank.
4.Adopted the record date for 2012 earnings transferred to capital and the ex-dividend date of 2012 cash dividend distribution.
5.Adopted the proposal for the revision of the Company’s internal control system.

2013.04.23.

Board Meeting

1.Adopted the proposal for the qualification review of independent directors.
2.Adopted the proposal for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
3.Adopted the proposal for the distribution of 2013 bonuses of managerial officers.
4.Adopted the proposal for the purchase of factories and office buildings.

2013.03.07.

Board Meeting

1.Adopted the proposal for the 2012 business report.
2.Adopted the proposal for the 2012 distribution of earnings.
3.Adopted the proposal for the 2012 issuance of shares using the earnings transferred to capital.
4.Adopted the proposal for the 2012 internal control system declaration.
5.Adopted the proposal for the convention of the 2013 annual shareholders’ meeting.
6.Adopted the proposal for the reelection of the Company’s directors and supervisors.
7.Adopted the proposal for the release of the Company’s directors from non-competition restrictions.
8.Adopted the proposal for the change in the Company’s financial officer and accounting officer.
9.Adopted the proposal for the remuneration of directors and supervisors (including independent directors).

2013.01.24.

Board Meeting

1.Adopted the proposal for 2012 financial statements.
2.Adopted the proposal for the distribution ratio of 2012 bonuses of employees.
3.Adopted the proposal for the revision of the Company’s internal control system.
4.Amended the Company’s Procedures for Loaning of Funds.
5.Amended the Company’s Procedures for Making of Endorsements/Guarantees.
6.Adopted the proposal for the distribution of 2012 year-end bonuses of managerial officers.

2012.12.26.

Board Meeting

1.Adopted the proposal for the 2013 business plan.
2.Adopted the 2013 audit plan.
3.Adopted the proposal for the loan commitments with E.SUN Commercial Bank.
4.Adopted the proposal for the revision of the Company’s level of approval.

2012.08.21.

Board Meeting

1.Adopted the proposal for the Q112+Q212 financial statements.
2.Adopted the proposal for the renewal of the short-term loan commitments with Taiwan Cooperative Bank.
3.Adopted the proposal for the 2011 remuneration of directors and supervisors and the distribution of bonuses of managerial officers and employees.

2012.06.13.

Board Meeting

1.Adopted the record date for 2011 earnings transferred to capital and the ex-dividend date of 2011 cash dividend distribution.
2.Adopted the proposal for the renewal of the line of credit with Ta Chong Commercial Bank.

2012.06.13.

Shareholders’ Meeting

1.Adopted the proposal for the 2011 business report and financial statements.
2.Adopted the proposal for the 2011 distribution of earnings.
3.Adopted the proposal for the 2011 issuance of shares using the earnings transferred to capital.
4.Adopted the proposal for the amendments to the Company’s articles of incorporation.
5.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets.
6.Adopted the proposal for the amendments to the Company’s Procedures for Loaning of Funds.
7.Adopted the proposal for the amendments to the Procedures for Derivatives Trading.
8.Adopted the proposal for the by-election of the Company’s directors.
9.Adopted the proposal for the release of the Company’s directors from non-competition restrictions.

2012.04.10.

Board Meeting

1.Adopted the proposal for the remuneration and performance evaluation policy, system, standards, and structure of the Company’s managerial officers.
2.Adopted the proposal for the remuneration/policy of the Company’s directors and supervisors (including independent directors).
3.Adopted the proposal for the attendance fees of the Company’s directors and supervisors in board meetings.
4.Adopted the proposal for the remuneration of the Company’s Remuneration Committee members.
5.Adopted the proposal for the employment of the Company’s executives.
6.Adopted the proposal for the by-election of the Company’s directors.
7.Adopted the proposal for the release of the Company’s directors from non-competition restrictions.
8.Adopted the proposal for the convention of the 2012 annual shareholders’ meeting.

2012.03.09.

Board Meeting

1.Adopted the proposal for the 2011 business report and financial statements.
2.Adopted the proposal for the distribution ratio of 2011 bonuses of employees.
3.Adopted the proposal for the 2011 distribution of earnings.
4.Adopted the proposal for the 2011 issuance of shares using the earnings transferred to capital.
5.通過一百年度「內部控制制度聲明書」案。Adopted the proposal for the 2011 internal control system declaration.
6.Adopted the proposal for the amendments to the Company’s articles of incorporation.
7.Established and amended the Company’s internal control system.
8.Amended the 2012 audit plan.
9.Adopted the proposal for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
10.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets.
11.Formulated the Codes of Ethical Conduct.
12.Adopted the proposal for the change in CPAs due to the internal adjustment of the accounting firm.
13.Adopted the proposal for the convention of the 2012 annual shareholders’ meeting.

2011.12.30.

Board Meeting

1.Adopted the proposal for the settlement of the lawsuit against YAYATECH Co. Ltd. regarding patent infringement.
2.Adopted the proposal for the time to recognize the gain on the settlement the lawsuit against YAYATECH Co. Ltd.

2011.12.06.

Board Meeting

1.Adopted the proposal for the 2012 business plan.
2.Adopted the proposal for the Company’s Remuneration Committee Charter.
3.Adopted the proposal for the employment of the Remuneration Committee members.
4.Adopted the proposal for the 2012 audit plan.
5.Authorized the chairman or the president to take charge of the subsequent negotiation with YAYATECH Co. Ltd. regarding patent infringement.

2011.08.09.

Board Meeting

1.Adopted the Q111+Q211 financial statements.
2.Adopted the proposal for the renewal of the short-term loan commitments with Taiwan Cooperative Bank.
3.Adopted the proposal for the custodian of the endorsement/guarantee seal.
4.Adopted the proposal for authorizing the president to supervise and control the risk of derivatives trading.
5.Amended the Company’s Procedures for Loaning of Funds.
6.Amended the Procedures for Derivatives Trading.

2011.06.16.

Board Meeting

1.Adopted the record date for 2010 earnings transferred to capital and the ex-dividend date of 2010 cash dividend distribution.
2.Adopted the proposal for the Procedures for Derivatives Trading.
3.Adopted the proposal for the signing of the loan contract with Shanghai Commercial and Savings Bank and Ta Chong Commercial Bank.
4.Adopted the proposal for the increase in the investment in China.

2011.06.16.

Shareholders’ Meeting

1.Adopted the proposal for the 2010 business plan and financial statements.
2.Adopted the proposal for the 2010 distribution of earnings.
3.Adopted the proposal for the 2010 issuance of shares using the earnings transferred to capital.
4.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets.
5.Amended the Company’s Procedures for Loaning of Funds.
6.Amended the Company’s Procedures for Making of Endorsements/Guarantees.
7.Formulated the Company’s Rules of Scope of Duties of Supervisors.
8.Adopted the proposal for the by-election of the Company’s supervisors.

2011.03.23.

Board Meeting

1.Adopted the proposal for the 2010 business plan and financial statements.
2.Adopted the proposal for the 2010 distribution of earnings.
3.Adopted the proposal for the 2010 issuance of shares using the earnings transferred to capital.
4.Adopted the proposal for the 2010 internal control system declaration.
5.Adopted the proposal for the change in the audit officer.
6.Adopted the proposal for the by-election of the Company’s supervisors.
7.Adopted the proposal for the amendments to the Procedures for the Acquisition and Disposal of Assets.
8.Amended the Company’s Procedures for Loaning of Funds.
9.Amended the Company’s Procedures for Making of Endorsements/Guarantees.
10.Amended the Company’s level of approval.
11.Formulated the Company’s Corporate Social Responsibility Best Practice Principles.
12.Formulated the Company’s Ethical Corporate Management Best Practice Principles .
13.Amended the written internal control system.
14.Adopted the proposal for the convention of the 2011 annual shareholders’ meeting.

 

MACHVISION Inc Co., LTD
Regulations Governing Appointment of Independent Directors and Compliance Matters
Article 1: To establish the Company’s sound corporate governance and an independent director system and to empower the Company’s independent directors with manpower and physical support related to the exercise of their power, these Regulations Governing Appointment of Independent Directors and Compliance Matters (these Regulations) are established in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and Paragraph 1, Article 26 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Unless otherwise stipulated by laws, the duties of the Company’s independent directors shall be in accordance with these Regulations.
Article 2: An independent director of the Company shall meet one of the following professional qualification requirements, together with at least five-year work experience:
1. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college, or university.
2. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.
3. Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.
The business needs of the Company mentioned above shall refer to the Company’s industrial needs, vision, and the Board of Directors’ portfolio.
Article 3: During the two years before being elected or during the term of office, an independent director of the Company may not have been or be any of the following:
1. An employee of the Company or any of its affiliates.
A director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50 percent of the voting shares.
3. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
4. A spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.
5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings.
6. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
7. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.
The requirement of the preceding paragraph in relation to "during the two years before being elected" does not apply where an independent director of the Company has served as an independent director of the Company or any of its affiliates, or of a specified company or institution that has a financial or business relationship with the Company, as stated in subparagraph 2 or 6 of the preceding paragraph, but is currently no longer in that position.
The term "specified company or institution" as used in paragraph 1, subparagraph 6, means a company or institution that has one of the following relationships with the Company:
1. It holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company.
2. It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued shares of the Company, and there is a record of financial or business transactions between it and the Company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the person or by the person under others' names.
3. It, together with any of its affiliates, serves as a source of 30 percent or more of the operating revenue of the Company.
4. It, together with any of its affiliates, serves as a source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the Company.
Article 4: The following matters shall be submitted to the board of directors for resolution. When an independent director objects to or expresses reservations about any of the matters, it shall be recorded in the board meeting minutes. If an independent director intends to express an objection or reservations is but unable to attend the board meeting in person, then unless there is a legitimate reason to do otherwise, the independent director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes:
1. The Company’s business plan.
2. Annual and semi-annual financial reports, except for semi-annual financial reports that are exempted from CPAs’ certification under applicable laws and regulations.
3. Review of the adoption of or amendments to the internal control system of the Company.
4. Review of the adoption of or amendments to the procedures for handling material financial or business activities, such as acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others
5. Matters in which a director or a supervisor is an interested party.
6. Asset transactions or derivatives trading of a material nature.
7. Loans of funds, endorsements, or provision of guarantees of a material nature.
8. The offering, issuance, or private placement of equity-type securities.
9. The hiring or dismissal of a certified public accountant and their compensation.
10. The appointment or discharge of a financial, accounting, or internal audit officer.
11. Other matters required by law, regulation, or the articles of incorporation to be approved by resolution at a shareholders meeting or a board meeting, or any matter of a material nature as prescribed by the competent authority.
Article 5: The Company may take out liability insurance for its independent directors.
Article 6: The Company shall set the remuneration of the independent directors in its articles of incorporation or by a resolution of a shareholders meeting, and may consider providing a reasonable level of remuneration different from that of ordinary directors and supervisors. The Company may also, in accordance with procedures prescribed by law, consider providing remuneration for independent directors in the form of a fixed monthly salary, rather than as distributions from the earnings of the Company.
Article 7: All independent directors of the Company shall pursue continuing education, including attending the relevant training courses as required.
Article 8: Neither the Company nor other board members may obstruct, refuse, or evade the actions of independent directors in the performance of their duties.
As they deem necessary to performing those duties, independent directors may request the board to appoint relevant personnel or to hire professionals for assistance.
Any expenses necessary to the hiring of professionals or the exercise of powers by the independent directors under the preceding paragraph shall be borne by the Company.
Article 9: No independent director of the Company may concurrently serve as an independent director of more than three other public companies.
Article 10: These Regulations and any amendments hereto, shall be implemented after adoption by the board of directors.
Job Title Name Work Experience (Educational Background) Positions Concurrently Held with MACHVISION and Other Companies

Independent Director

Yen, Tsung-Ming

Master of Economics, Soochow University
Director-General, Hsinchu Science Park Bureau and Director, Hsinchu Biomedical Science Park Office
Chair Professor, Department of Business Administration, Chung Hua University
Adjunct Associate Professor, Graduate Institute of Management of Technology, National Chiao Tung University
Executive Director, Asian Science Park Association(ASPA)
Director, International Association of Science Parks (IASP)
Head of Business Division and Investment and Division Deputy Director-General, Hsinchu Science Park Bureau
Consultant, Chinese Professional Management Association of Hsinchu
Adjunct Instructor, Tunghai University and Soochow University
Section Chief and Member, Council for Economic Planning and Development, Council of Labor Affairs, and Research, Development and Evaluation Commission, Executive Yuan

Director, Mega Bills
Vice Chairman, Wholetech System Hitech Limited
Supervisor, Ablerex Electronics, Co., Ltd.
Director, TagfansInc.
Visiting Professor, Department of Business Administration, Hsuan Chuang University

Independent Director

Lee, Tsu-Der

Bachelor of Dentistry, Taipei Medial University
Chairman, Taipei Medial University
President, H&Q Asia Pacific (China)
Chairman, Beijing Meida Starbucks Coffee Limited Company
Chairman, Shandong Kexing Biological Preparations Limited Company
Founding President, Tangshan City Taiwan Business Association

Member, University-Industry Advisory Committee, Ministry of Science and Technology
Member, Bio Taiwan Committee
Chairman, Swissray Global. Healthcare Holding Ltd. (SGR)
Vice Chairman, H&Q Asia Pacific (Taiwan)
Director, Taipei Medical University.

Independent Director

Du, Ming-Han

Master of Management Sciences, Tamkang University
Bachelor of Statistics, Tamkang University
Software Engineer of Mitac Computer Co., Ltd.
Business Engineer and Associate Business Manager of Hua Guang Computer Co., Ltd.
Senior Marketing Manager of HP Development Company, L.P.
Marketing Director of TECO Corporation
Associate Manager of Marketing Department & Vice President of Research and Development Department & Senior Vice President of Microsoft Taiwan
President of World Vision Taiwan
Convener of World Vision Asia

Convener of World Vision Asia

MACHVISION formulated the Regulations Governing the Board of Directors’ Performance Evaluation to establish an objective mechanism to evaluate the performance of the Board of Directors and to enhance the board functions. At the end of every year, the Board of Directors carries out the Board of Directors’ performance evaluation and reviews and makes improvement based on the result of the evaluation.

Result of the Board of Directors’ performance evaluation:

In 2015, the overall result of the Board of Directors’ performance evaluation is A.

In 2016, the overall result of the Board of Directors’ performance evaluation is A.

In 2017, the overall result of the Board of Directors’ performance evaluation is A.

In 2018, the overall result of the Board of Directors’ performance evaluation is A.

 

Diversification

Name

Gender Management Leadership Industry Knowledge Finance & Accounting Law Medicine
Wang, Guang-Shiah Male V V V      
Chuang, Yung-Shun Male V V V      
Yu, Ming-Chang Male V V V      
Chang, Yung-Yang Male V   V V V  
Lee, Tsu-Der Male V V       V
Yen, Tsung-Ming Male V V V V V  
Du, Ming-Han Male V V V      
Yan, Wei-Chyun Male V V V V    

 

Constitution of Board Members

Business Management Leadership Strategy Industry Know-how Finance & Accounting Law Medical Leadership
9/9 seats 8/9 seats 8/9 seats 3/9 seats 2/9 seats 1/9 seats
Employees/Directors Employees/Independent Directors Female Directors
2/9 seats 0/9 seats 0/9 seats

 

Age of Directors

Age Range Under 40 41-50 51-60 61-70 Over 70
Percentage 0% 11% 22% 55% 11%