Corporate Governance

Corporate Governance

Governance Framework

Unimicron implements corporate governance based on the company's vision of "a world-class high-tech company with high added value, high quality, high productivity, and an emphasis on innovation and service" and "pursuing customer, employee, shareholder satisfaction and social responsibility". The Company follows the six criteria in the implementation of specific actions. At the same time, in order to innovate enterprise value, the company sets the five goals for 2017-2019 to target niche markets. It includes strengthening core team Management, improving personnel training, strengthening product development and smart innovation, and realizing the sustainable vision through corporate governance implementation.

Operation of the Board of Directors

Unimicron’s Board of Directors is comprised of nine directors, including three independent directors. Among them, two of the independent directors are female. There are 4 directors between age 51 to 60 and 5 directors above 60 years old. The term of a director is three years. The selection of the directors is in accordance with the Company’s provisions on the Regulations for Election of Directors. Unimicron has adopted a nomination system. The candidates will be elected at the Shareholders’ Meeting and cumulative voting will be used. A shareholder is entitled to one vote per share multiplied by the number of directors to be elected. The votes can be cast to one candidate or distributed to multiple candidates. The number of directors to be elected is in accordance with the stipulations of the company's Articles of Association and related announcements. The candidate with the most vote will be designated as the director, followed by independent directors. In order to strengthen operational and management efficiency, the chairman also serves concurrently as the chief executive officer, in order to enhance the corporate governance synergy.

Board governance principles

The Board of Directors meets at least once a quarter, in compliance with the Company’s Rules and Procedures of Board of Directors Meetings, to review business performance and discuss major investment issues and future development strategies, etc. A total of 7 Board meetings were convened in 2018, with an average attendance rate of 92%. The major issues passed at the board meeting will be immediately disclosed in the Market Observation Post System. The Rules and Procedures of Board of Directors Meetings shall clearly stipulate the guidance on recusal due to conflicts of interest. If the director himself or his legal representative has an interest in the meeting matter, the director or the legal representative shall provide an explanation on the matter at the board meeting. If it may be harmful to the Company’s interests, they shall not participate in the discussion and voting, shall be recused during discussion and voting, and shall not represent other directors in exercising their voting rights.
Unimicron’s shareholders are also able to exercise their voting rights at the shareholders' meeting by e-voting. In 2018, the voting rights exercised by electronic voting accounted for 34.03% of Unimicron’s total issued shares, and accounted for 45.77% of the attendance rate of the shareholders’ meeting in the current year. The professional backgrounds of the members of the Board of Directors cover business management, finance, science and engineering, psychology, and other fields, and their titles include professor of information technology management, chief financial officers in listed companies, proprietors in the technology industry, etc. With their rich industrial and academic experience and diverse professional expertise, the directors can provide professional advice from different perspectives, which is extremely beneficial for the corporate governance. In order to enhance the competency of the directors, we also encourage directors to actively participate in refresher courses, and training sessions are scheduled irregularly. The training topics include strengthening the directors’ professional knowledge on corporate governance, business operations, and risks, such as: Review of Strategies for Employee Compensation and Tool Usage. They also participate in corporate governance forums on how to implement an independent director system that enhances the value of corporate governance. In 2018, the Securities and Futures Institute was commissioned to organize the Advanced Seminar in (Independent) Directors’ Practice, a 3-hour training session. The total annual training hours for all directors in 2018 were 55 hours, and each director’s average training hours were 6 hours.

Functional committees

In order to enable the Board to implement the monitoring, auditing, and management functions, Unimicron has a Remuneration Committee and an Audit Committee under the Board of Directors to effectively implement the responsibilities of various functional committees and exercise the authority in management and supervision.

Remuneration Committee
Convener: Ling-Ling Wu Member of Committee: Grace Li, Lai-Juh Chen
A total of 5 meetings were held in 2018, and the average attendance rate was 87%
Resolution of major appeals in 2018 The 7th treasury stock transferred to employees
Audit Committee
Convener: Ling-Ling Wu Member of Committee: Grace Li, Lai-Juh Chen
A total of 6 meetings were held in 2018, and the average attendance rate was 83%
Resolution of significant issues in 2018: Replacement of , financial Officer, amendment of the Internal Control System and Internal Audit Implementation Rules

Internal control

Unimicron’s Audit Office formulates an audit plan based on the enterprise’s annual risk, conducts routine and irregular internal audit and control, and has one audit supervisor and 5 full-time auditors. In 2018, Unimicron conducted audits on 53 operations and found deficiencies in 9 operations. Quarterly tracking and reviews were conducted for those deficiency items, and the completion rate of tracking and review improvement was 100%. The audit supervisors shall attend the board meeting of directors to report the audit results regularly to the board of directors and the audit committee, in order to ensure the effectiveness of implementing the internal control system.

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