- Members of the Board of Directors
Members of the Board of Directors of M31 shall faithfully conduct company affairs and perform the duty of care of a good administrator. In conducting company affairs, they shall exercise their powers with a high level of self-discipline and prudence. The appointed independent directors shall exercise their duties in accordance with relevant laws, regulations, and the Articles of Incorporation of the company to maintain the interests of the company and the shareholders.
Ph.D. National Tsinghua University, Dept. of Computer Science
Chairman, Sirius Venture Ltd.
Master of Electrical Engineering, National Chiao Tung University, Taiwan
President, M31 Technology Co., LTD.
Master of Electrical Engineering, State University of New York at Stony Brook, U.S.A.
Chairman & President, JMicron Technology Co., LTD.
M.S. in Electrical Engineering, University of California, Santa Barbara
Independent Director of Truelight Corp.
|Independent Director||Jun-Ji Lin||
Master of Applied Chemistry, National Tsing Hua University, Taiwan
Chairman, temic Co., LTD.
|Independent Director||Shih-Ying Huang||
Ph.D. in Financial Management, School of Management, JINAN University, China
Associate accountant, ZHIXIN CO., CPAs
|Independent Director||Cheng-Wen Wu||
Ph.D. in Electrical and Computer Engineering, University of California, Santa Barbara
Principal of Southern Taiwan University of Science and Technology
- Board Diversity Policy
The "Corporate Governance Practice Principles" stipulates that the diversity of board composition should be taken into account. In addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, appropriate diversity guidelines should be formulated with respect to the Company's operation, business model and development needs, which should include but not limited to the following two major criteria:
1. Basic criteria and values: gender, age, nationality and culture, etc.
2. Expertise and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. In order to achieve the desired objectives of corporate governance, the Board as a whole should possess the following competencies:
1. Business judgment ability
2. Accounting and financial analysis skills
3. Business management skills
4. Risk management skills
5. Industry knowledge
6. International market perspective
7. Leadership skills
8. Decision-making ability
The Company's seven directors have professional backgrounds including five in the technology industry, one in academia and one in finance/accounting, with expertise in management, leadership, industry knowledge, academia and finance. As for the directors, 14.29% are employees and 42.86% are independent.
The Company focuses on the gender distribution of its board of directors, with a target of at least one female director, and currently the Company has two female directors, accounting for 28.57%. In terms of age distribution, the target is to have at least one young adult director under the age of 50. Currently, the Company has 2 young adult directors, accounting for 28.57% of the total number of directors.
In line with the diversification approach and implementation, the Board members' analysis is as follows:
|Diversified Core Items||Basic Composition||Professional Background||Industry Experience and Skills|
|≤ 3 Consecutive Terms||> 3 Consecutive Terms|
- Annual Operation of the Board of Directors
- Meeting Attendance of the Board of Directors
- Annual Operation of the Nominating Committee
- Meeting Attendance of the Nominating Committee
On May 4, 2021, the Board of Directors appointed Ms. Grace Liu, the Vice President of M31, as the Corporate Governance Officer responsible for corporate governance matters, including:
1. Handling matters related to the Board, Committees (composed of directors) and, Shareholders' meetings in compliance with law.
2. Preparing minutes of the Board of Directors and shareholders’ meetings.
3. Assisting directors in their appointment and continuing education.
4. Provision of information required for performance of duties by directors.
5. Assistance in directors' compliance of law.
M31 has established an internal audit unit under the Board of Directors and employed a full-time dedicated auditor in accordance with the company’s size, business conditions, management needs, and other relevant laws and regulations. The auditor is in charge of evaluating the internal control systems and improving the integrity, rationality, and effectiveness of management policies. The performance assessment, salary and remuneration of internal auditors are reviewed and approved by the board of directors or the chairman of the board, and are stipulated in the ” Corporate Governance Practice Principles”.
According to the charter of Internal Audit, an internal audit aims to review the internal controls of the company’s operating procedures, and to report on the design and the routine implementation of those controls with respect to its adequacy, effectiveness, and efficiency. The audit scope covers all operations and subsidiaries of the company.
The internal audit unit shall work with reference to the audit plan, which is developed on the basis of risk assessment results and then approved by the Audit Committee and the Board of Directors. The execution result of the audit plan shall be reported to the Audit Committee and the Board of Directors on a regular basis or by request.
The internal audit unit shall review the self-assessments executed by each department, including confirming the implementation of self-assessments and ensuring the execution quality by verifying relevant documents. Then the self-assessment results shall be compiled and reported to the Audit Committee and the Board of Directors.
The purpose of internal audit is to assist the Board of Directors and managers to review defects in the internal control systems, evaluate the operational effectiveness and efficiency, and to provide timely suggestions for improvements. This ensures the on-going effective implementation of the internal control systems and offers a basis for reviews and revisions.
Rules governing the Scope of Powers of Independent Directors
Performance Evaluation Regulations of the Board of Directors and Managers
Operating Procedures for Handling Internal Material Information and Preventing Insider Trading