A total of 7 meetings of the board of directors were held in 2019. Director attendance was as follows:
Title
Name
Attendance
in Person
By Proxy
Attendance rate (%)
Remark
Chairman
Wang, Shih-Chung
7
0
100%
Renewal of office
Director
Lan, Shun-Cheng
Wang, Hai-Ming
6
1
86%
Li, Huai-Wei
5
2
71%
Chen, Jui-Lung
4
New office assumed
Tsao, Yung-Hsiang
Lin, Chiang-Ti
3
Term expired
Independent
director
Leong Kam-Son
Renn, Jyh-Chyang
Lin, Yu-Ya
Lin, Ku-Tung
Chang, Bao-Guang
Notes:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motions, all independent directors’ opinion and the Company’s response to independent directors’ opinion should be specified:
(1) Matters referred to in Airticle14-3 of the Securities and Exchange Act.
Date
Contents of motions
All independents directors’ opinion and the Company’s response to independent directors’ opinion
January 14, 2019
The nineteenth meeting of the board of directors of the fourth term
Pass the amendments to the “Guideline for Lending Funds to Others” of the Company.
Approved by all independent directors in attendance.
March 14, 2019
The twentieth meeting of the board of directors of the fourth term
Pass the amendments to the “Guideline for Acquisition and Disposal of Assets” and the “Guideline for Engaging in Derivatives Transactions” of the Company.
May 2, 2019
The twenty-first meeting of the board of directors of the fourth term
July 8, 2019
The second meeting of the board of directors of the fifth term
Approve the capital increase of Ningbo Airtac Automatic Industrial Co., Ltd.
November 11, 2019
The fourth meeting of the board of directors of the fifth term
Approve the change of Certified Public Accountant of Deloitte & Touche.
(2) Other matters involving objections or expressed by independent directors that were recorded in writing that require a resolution by the board of directors: None.
2. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified:
Reasons for avoidance of conflict of interests
Status of decisions
Leong, Kam-Son
Approve the review of nominee qualification of independent directors of the Company
Nominee of the independent directors
Do not join the deliberation.
3. Measures taken to strengthen the functionality and performance assessment of the Board in the current year and the most recent year:
(1) The Audit Committee and the Remuneration and Nomination Committee, composed of entire independent directors, assist the Board of Directors in carrying out supervisory task and report to the Board of Directors on a regular basis.
(2) Company will refer to the regulation of "public company Board of Directors discussion method", set "Board of Directors discussion rules" in order to follow.
(3) In order to let Directors and Managers get protection in executing their tasks, Company buy "Directors and managers liability insurance" every year.
(4) Committed to upholding operational transparency and protection shareholders’ interests, the Company regularly discloses resolutions by the Board of Directors in a timely and consistent manner. In addition, the Company participate institutional investor conferences regularly and has set up Chinese/English sections for Investor Relations, Corporate Social Responsibility and Corporate Governance on the official website.
4. At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by board of directors, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy.
Note: the election date is on June 21, 2019.