Promate Solutions

 

Promate Solutions

 

Board Operation

The Company has 5 to 9 directors, adopting a nomination system for candidates, which will be selected by the shareholders’ meeting for the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, according to Article 14-2 of the Securities and Exchange Act. The above number of board of directors shall include at least 3 independent directors and no less than one-fifth of the numbers of board of directors.


 

Member of Board of Directors

Title

Name

Date appointed Date

Term

Education/work experience

Other positions at the Company or elsewhere

Chairperson

Promate Electronic Co., Ltd. (Representative:Cheer Du)

2018.6.11

3 Year

  • Department of Economics, National Taiwan University
  • Chairperson, Guang Mai industrial Ltd.
  • Director, Chuang Feng investment Co., Ltd.
  • Chairperson, Promate Solutions Co., Ltd.
  • Chief Operating Officer, Promate Electronic Co., Ltd.

Directors

Promate Electronic Co., Ltd. (Representative:Eric Chen)

2018.6.11

3 Year

  • Bachelor of Science in Electrophysics, National Chiao Tung University, Taiwan
  • Engineer, Texas Instruments Inc
  • Chairperson, Chuang Feng investment Co., Ltd.
  • Director, Promate Solutions Co., Ltd.
  • Chairperson, Promate Electronic Co., Ltd.
  • Director, Weikeng Industrial Co., Ltd.

Directors

Promate Electronic Co., Ltd. (Representative:Ciou-Jiang HU)

2018.6.11

3 Year

  • Master of Business Administration, Da-Yeh University, Taiwan
  • Bachelor of Science in Communications Engineer, National Chiao Tung University, Taiwan
  • Executives Program, Graduate School of Business Administration, National Cheng-Chi University
  • Ph.D. of Institute of Management of Technology, National Chiao Tung University, Taiwan
  • Chairperson, Weikeng Industrial Co., Ltd.
  • Chairman, Wellmark Investment Co., Ltd.
  • Chairman, Weikeng International Co., Ltd.
  • Chairman, Weikeng Technology Pte Ltd.
  • Chairman, Weikeng Technology Co., Ltd.
  • Independent Director & Remuneration Committee, V-TAC Technology Co., Ltd.
  • Independent Director & Remuneration Committee, CIPHERLAB Co., Ltd.
  • Remuneration Committee, CGS INTERNATIONAL INC.
  • Director, Promate Electronic Co., Ltd.
  • Director, Promate Solutions Co., Ltd.
  • Director, Amazing Microelectronic CO., Ltd.
  • Supervisor, LEADTEL Co., Ltd.
  • Executive Director, Taipei Electronic Components Suppliers' Association (TECSA)

Directors

Liu-Ping Chen

2018.6.11

3 Year

  • Department of Management Information System,Chung Yu University of Film and Arts
  • Financial Manager , Wellmark Investment Co., Ltd.

 

Independent Director

Ying-Min Zhong

2018.6.11

3 Year

  • Department of Economics,Soochow University,Taiwan
  • Financial Manager, Applied Materials Taiwan

 

Independent Director

Mau-Shiung Chen

2018.6.11

3 Year

  • Department of Economics, National Taiwan University
  • Executive Master of Business Administration,  University of Houston
  • General Manager of IBM's Greater China Telecom and Media Business Group.
  • Deputy General Manager, International Integrated Systems Inc.

 

Independent Director

Yue-Xiu Liu

2018.6.11

3 Year

  • Master of Electrical Engineering, National Taiwan University
  • Electrical Engineering, Tamkang University,Taiwan
  • Technical Manager, Novatek Microelectronics Corp.

 

 

 

Diversity of Board Members

Pursuant to the Company's "Corporate Governance Principles," the composition of the Board of Directors should take into consideration the policy of diversity. Directors who serve concurrently as the Company's managers should not exceed one third of all Directors and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements. These guidelines stipulate that Directors should be assessed by standards including but not limited to the following two aspects:
A. basic qualifications and value: gender and age;
B. Professional knowledge and skills: professional background, competencies, and industry experiences etc as follows:

1. Ability to make sound business judgments.

2. Accounting and financial analysis capability.

3. Ability to manage a business.

4. Ability to respond to a crisis./font>

5. Industry knowledge.

6. An understanding of international markets.

7. Leadership

8. Decision-making capability

 

Title

Name

Gender

Age

Ability to make sound business judgments

Accounting and financial analysis capability

Ability to manage a business

Ability to respond to a crisis

Industry knowledge

An understanding of international markets

Leadership

Decision-making capability

Chairman and CEO

Promate Electronic Co., Ltd. (Representative: Cheer Du)

Female

65

V

V

V

V

V

V

V

V

Director

Promate Electronic Co., Ltd. (Representative: Eric Chen)

Male

68

V

 

V

V

V

V

V

V

Director

Promate Electronic Co., Ltd. (Representative: Ciou-Jiang HU)

Male

67

V

V

V

V

V

V

V

V

Director

Liu-Ping Chen

Female

65

V

V

V

V

V

V

V

V

Independent Director

Ying-Min Zhong

Female

65

V

V

V

V

V

V

V

V

Independent Director

Mau-Shiung Chen

Male

60

V

 

V

V

V

V

V

V

Independent Director

Yue-Xiu Liu

Male

44

V

 

V

V

V

V

V

V

 

 

Independent Directors’ Communication with Internal Auditor and Certified Public Accountant (CPA)

I. Communication methods

1. The head of internal auditor and independent directors meet at least once a quarterly regular meeting to report on the company's internal audit execution status, internal control operations and the execution of Audit Committee Letter; meetings can be convened at any time if there are major events.

2. Independent directors and accountants meet at least twice a year regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.


II. The communication situation is as the attached:

1. Supervisor of internal auditor attended the Audit Committee and Board Meeting

Date

Focus on

Results

2020.12.28

․2020Q4 Presentation of audit report
․Discussion on the Company’s internal audit plan for 2021

No major lack of internal control and abnormal events.

2020.08.11

․2020Q3 Presentation of audit report

No major lack of internal control and abnormal events.

2020.06.09

․2020Q2 Presentation of audit report

No major lack of internal control and abnormal events.

2020.03.16

․2020Q1 Presentation of audit report
․Internal Control System Statement for 2019

No major lack of internal control and abnormal events.

2019.12.19

․2019Q4 Presentation of audit report
․Discussion on the Company’s internal audit plan for 2020

The audit plan for 2020 is reviewed by the Audit Committee and approved by the resolution of Board of Directors.

2019.08.23

․2019Q3 Presentation of audit report

No major lack of internal control and abnormal events.

2019.06.10

․2019Q2 Presentation of audit report

No major lack of internal control and abnormal events.

2019.03.21

․2019Q1 Presentation of audit report
․Discuss the 2018 effectiveness assessment of the internal control system and the “ Internal Control System Statement.”
․Amendments to the “Operational Procedures for Acquisition and Disposal of Assets”
․Amendments to the ” Procedures for Endorsement & Guarantee”

No major lack of internal control and abnormal events.

 

2. Communication meeting between CPA and Audit Committee( Independent Directors)

Date

Focus on

Results

2020.12.28

Explaining the findings and results of the review of the 2020 consolidated and standalone financial reports and communicating key review matters.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

2020.06.09

The 2020Q2 consolidated financial statements and audit plan.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

2020.03.16

Major findings from the CPA's audit of the Company's 2019 consolidated financial reports(including journal entry adjustment and material weaknesses in internal control), the subsequent audit report was submitted to the meeting for discussion.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

2019.12.19

Explaining the findings and results of the review of the 2019 consolidated and standalone financial reports and communicating key review matters.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

2019.08.23

Reviewing any review problems or difficulties and management’s response in connection with 2019 Q2 financial statements.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.

2019.03.21

The Company's 2018 financial reports (including parent company-only financial statements and consolidated financial statements) and business report.
․2019 Certified Public Accountants (CPA) Evaluation of Independence.

All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.