Corporate Governance


  • 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.



Title Name Major Experience
Chairman Lynne Chen

Ph.D. National Tsinghua University, Dept. of Computer Science

Chairman, Sirius Venture Ltd.

Director Scott Chang

Master of Electrical Engineering, National Chiao Tung University, Taiwan

President, M31 Technology Co., LTD.

Director Tsung-Hsi Ko

Master of Management Science, National Chiao Tung University, Taiwan

President, EXOJET Technology Co., LTD.

Director Li-Kuo Liu

Master of Electrical Engineering, State University of New York at Stony Brook, U.S.A.

Chairman & President, JMicron Technology Co., LTD.

Independent Director Jun-Ji Lin

Master of Applied Chemistry, National Tsing Hua University, Taiwan

Chairman, temic Co., LTD.

Independent Director Ching-Te Chuang

Ph.D. in Electrical Engineering, University of California, Berkeley, U.S.A.

Professor, Department of Electrical Engineering, National Chiao Tung University, Taiwan

Independent Director Shih-Ying Huang

Ph.D. in Financial Management, School of Management, JINAN University, China

Associate accountant, ZHIXIN CO., CPAs


  • 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
Title Name Nationality Gender Company
Employee
Age Independent Directors’
Tenure
Technology Management Accounting/
Legal
Academia Accounting/
Finance
Leadership/
Decision
Making
IT/Industry
Knowledge
Operations/
Risk
Management
Below
50
51
and
Above
2
Consecutive
Terms
3
Consecutive
Terms
Chairman Lynne Chen R.O.C. Female V V V V V V V V
Director Scott Chang R.O.C. Male V V V V V V V V
Director Tsung-Hsi Ko R.O.C. Male V V V V V V V
Director Li-Kuo Liu R.O.C. Male V V V V V V V
Independent
Director
Jun-Ji Lin R.O.C. Male V V V V V V V V V
Independent
Director
Ching-Te Chuang R.O.C. Male V V V V V V V V
Independent
Director
Shih-Ying Huang R.O.C. Female V V V V v V V V

  • Annual Operation of the Board of Directors
Year

2017

2018

2019

2020

2021

  • Meeting Attendance of the Board of Directors
Year

2020

2021

  • Annual Operation of the Audit Committee
Year

2017

2018

2019

2020

2021


  • Communication Between Independent Directors, Internal Audit Managers, and Accountants
Year

2019

2020

2021

  • Meeting Attendance of the Audit Committee
Year

2020

2021

  • Annual Operation of the Compensation Committee
Year

2017

2018

2019

2020

2021

  • Meeting Attendance of the Compensation Committee
Year

2020

2021

  • Annual Operation of the Nominating Committee
Year

2021

  • Meeting Attendance of the Nominating Committee
Year

2021

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.

The duties performed by the Corporate Governance Officer in 2021 are as follows:
1. Conducted four Board meetings, four Audit Committee meetings, two Remuneration Committee meetings, two Nomination Committee meetings, and the 2021 Annual Shareholders’ Meeting in accordance with the Chairman and the convener of the Committee.
2. Assisted onboarding for the new Chairman of the Board.
3. Provided continuing education information to directors.
4. Provided information required for performance of duties by directors.
5. Provided directors with information on compliance with laws and regulations.
6. Handled directors' requests in a timely responded.

  • Continuing Education Training of Corporate Governance Officer in 2021
Date Institution Course/Lecture Topic Duration
110/09/01 Financial Supervisory Commission R.O.C. The 13th Taipei Corporate Governance Forum (Morning Session) 3 Hours
110/09/01 Financial Supervisory Commission R.O.C. The 13th Taipei Corporate Governance Forum (Afternoon Session) 3 Hours
110/10/18 Taipei Exchange Taipei Exchange insiders' equity briefing 3 Hours
110/11/05 Taiwan Corporate Governance Association Ten Must-Have Lessons in Corporate Governance 3 Hours
110/12/22 Taiwan Corporate Governance Association The 17th Corporate Governance Summit - Implementing ESG for Governance and Sustainable Development (Afternoon Session) 3 Hours

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.