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  1. Corporate Governance

 

To comply with regulatory and competent authority requirement, the Board of the Directors has established two functional committees, namely the Audit Committee for improving corporate governance and strengthen management functions and the Remuneration & Compensation Committee that reviews the remuneration of senior managers. The review from the functional committees assists the Board of the Directors to make correct decision in order to maximize shareholders’ interests.

 

Board of the Directors

The Company selects nine directors (including three independent directors) according to Company Act, articles of association and KYEC Director Election Guidelines in addition to calling for Board of Director Meetings routinely. (Called for at least once a quarter)The Board of the Directors serves as the highest decision-making unit of management and exercises rights in accordance with Company Act, Security Exchange Act and, articles of associations as well as other regulations with responsibilities in reviewing corporate management guidelines, annual sales plan, profit distribution, and appointing company managers.

Members of Board of the Directors, their major experience, education and part-time functions are described below:

Title

Name

Elected Date

Term

Major Experience (Education)

Other functions currently serving at the company and other companies

 
 

Chairman

C. K. Lee

2014.6.12

3 years

Bachelor Degree

UMC Manager

KYEC General Manager

CEO

Director of DL Tek

Chairman of KYEC Investment International Co.,Ltd.

Chairman of KYEC Technology Management Co.,Ltd.

Chairman of KYEC Microelectronics Co., Ltd.

Chairman of Sino-Tech Investment Co.,Ltd.

Chairman of Strong Outlook Investments Limited

Chairman of King Long Technology

Chairman of Zhen Kun Technology

Independent Director of Quang Viet Enterprise Co., Ltd.

 

Vice Chairman

Chi-Chun Hsieh

2014.6.12

3 years

Bachelor Degree

Vice Chairman

 

Director

A. H. Liu

2014.6.12

3 years

PhD Degree

President of Intematix Technology Center Corporation

President

Chairman of KYEC USA Corp.

Chairman of KYEC SINGAPORE PTE. LTD.

President of King Long Technology

President of Zhen Kun Technology

 

Director

China Development Industrial Bank

2014.6.12

3 years

 

Representative,

 

Chih-hung, Lu

2016.9.1

Master Degree

Pixart Imaging Inc. Executive Vice President

Associate Manager of Direct Investment Department, China Development Industrial Bank

Feature Integration Technology Director

Attopsemi Technology Director.

 

Director

Kao-Yu Liu

2014.6.12

3 years

PhD Degree

Chairman of Liang-Cheng Construction

Chairman of Liang-Cheng Construction

 

Director

Kuan-Hua Chen

2014.6.12

3 years

Master Degree

Supervisor of Weikeng Industrial Co., Ltd

Supervisor of Weikeng Industrial Co., Ltd.

 

Independent Director

Shi-Jer Shen

2014.6.12

3 years

Master Degree

Associate Director of Nomura Securities

Salary/Remuneration Committee Coordinator and Audit Committee Member

Legal Representative of Chuang-Ju English Crame School

 

Independent Director

Hsien-Tsun Yang

2014.6.12

3 years

Bachelor Degree

Executive Deputy Editor-in-Chief of China Times

Audit Committee Coordination and Salary/Remuneration Committee Member

 

Independent Director

Hui-Chun Hsu

2014.6.12

3 years

Master Degree

Physician

Audit Committee and Salary/Remuneration Committee Members

Physician

 

 

Salary/Remuneration Committee

The Company adopted the commissioning of second Salary /Remuneration committee at the Board of the Directors Meeting on June 24, 2014, which functions mainly consist of:

  • Routinely review the articles of association for Salary/Remuneration Committee and propose suggestions for revision.
  • Develop and routinely review the performance objectives of directors and managers as well as the policy, system, standards, and structure of salary remuneration.
  • Routinely evaluate the accomplishment of performance objective for directors and managers in addition to suggesting the content and amount of individual salary and remuneration.

 

The Salary/Remuneration Committee this year consists of four members, including three independent directors and one independent personnel. The number of committee members may not fall below three with one of them being the coordinator.

Committee Member

Date of Office

Current Positions

Remarks

Shi-Jer Shen

2014.06.24

Salary/Remuneration Committee Coordinator and Audit Committee Member

Legal Representative of Chuang-Ju English Cram School

Coordinator and Chairman

Hsien-Tsun Yang

2014.06.24

Audit Committee Coordinator and Salary/Remuneration Committee Members

 

Hui-Chun Hsu

2014.06.24

Audit Committee and Salary/Remuneration Committee Members

Physician

 

C Chong-Qi Huang

2014.06.24

Physician

 

 

Audit Committee

The Company established the Audit Committee in 2014 pursuant to the Security Exchange Act and the resolutions of general shareholders’ meeting. The Board of the Directors also developed the “Audit Committee Organization Articles of Association” to maintain better decisions and organization execution, constantly enhancing corporate management efficiency and implementing corporate governance through realistic actions. KYEC Audit Committee is called for at least once quarterly to bring the supervision effect on the various scopes of corporate governance and  corporate operational development into full play, thereby implementing corporate governance, sound supervisory function and strengthening management scheme. The Audit Committee members will also help investor with assurance of company reliability in terms of corporate governance and information transparency, thereby protecting the rights and interests of the shareholders.

The Audit Committee of KYEC consists of three members.

Committee Member

Date of Office

Current Positions

Remarks

Hsien-Tsun Yang

2014.06.24

Audit Committee Coordinator and Salary/Remuneration Committee Members

Coordinator and Chairman

Shi-Jer Shen

2014.06.24

Salary/Remuneration Committee Coordinator and Audit Committee Member

 

Hui-Chun Hsu

2014.06.24

Audit Committee and Salary/Remuneration Committee Members

Physician

 

 

Critical resolutions made by Board of Directors in recent years.

  • 2016 Key resolutions made by the Board of Directors

1. Adopted 2015 business report.

2. Adopted 2016 budget proposal.

3. Adopted the revision on “Procedures for Processing the Asset Acquisition or Disposition”

4. Adopted the proposal made by the Distribution and Salary Remuneration Committee of 2015 employee remuneration for 2015 director remuneration.

5. Adopted the proposition for capital surplus distributing cash dividend on stock returns.

6. Adopted the proposition for 2015 surplus distribution.

7. Adopted the 2015 individual financial statement and consolidated financial statement.

8. Adopted proposition for personnel shuffle.

9. Adopted the 2016 general meetings of shareholders held in Zhongshan Hall, Toufen City, Miaoli County at 9A.M. on June 8, 2016.

10. Adopted the proposition for increase of 2016 capital expenditure.

11. Adopted the issuance of unsecured overseas convertible corporate bond up to USD50 million for procurement of machinery equipment.

12. Adopted the proposition for endorsement guarantee of ZKT subsidiary.

13. Adopted the dividend record date.

14. Adopted the record date for the first increase of capital for new shares as September 30, 2016 for the 4th unsecured overseas convertible corporate bond.

15. Adopted the 2017 audit plan.

16. Adopted the 2017 capital expenditure for KYEC.

  • 2015 Board of Directors Critical Resolutions

1. Adopted the signing of agreement of engaging others to build on rented land with Wi Shun Construction Company.

2. Adopted the 2014 business reports.

3. Adopted the 2015 budget proposition.

4. Adopted the proposition for 2014 earning distribution.

5. Adopted the proposition for distributing cash dividend with capital stock.

6. Adopted the 2014 individual financial statement and consolidated financial statement.

7. Adopted the 2015 shareholders’ meeting at Zhongshan Hall, in Toufen Township Office, Miaoli County on June 17, 2015

8. Adopted the formulation of “Corporate Governance Code of Practice.”

9. Adopted the formulation of “Ethical Corporate Management Best Practice Principles.”

10. Adopted the formulation of “Code of Ethical Conduct.”

11. Adopted the formulation of “Corporate Social Responsibility Best Practice Principles”

12. Adopted the increase of 2015 capital expenditure.

13. Adopted the record date and adjustment for previous dividend yield in 2014 proposition for earning distribution.

14. Adopted the proposition of indirect investment on KYEC subsidiary, KLT (Suzhou).

15. Adopted the revision of KYEC article of association.

16. Adopted the application of cancellation of treasury stock process and October 29, 2015 shall be the record date for reverse split.

17. Adopted the proposition for personnel assignment.

18. Adopted the participation of establishing Yen Yuan Investment Co., Ltd. (焱元投資股份有限公司).

19. Adopted the proposition of applying for syndicated loans from the Land Bank of Taiwan as other syndicated loan banks in the amount of NTD5 billion.

  • 2014 Board of Directors Critical Resolutions

1. Approved the 2013 Business Report.

2. Approved the revision on “Regulations Governing the Acquisition and Disposal of Assets.”

3. Approved the revision on “Regulations Governing Making of Endorsements/Guarantees.”

4. Approved the revision on “Regulations Governing Loaning of Funds to Others.”

5. Approved the revision on “Regulations Governing Procedure for Board of Directors Meetings.”

6. Adopted the revision on “Regulations Governing Director and Supervisor Election.”

7. Approved the revision on “Articles of Association.”

8. Approved the proposed 2013 Annual Dividend.

9. Adopted the 2013 Individual Financial Statement and Consolidated Financial Statements.

10. Adopted Re-Election of Directors.

11. Adopted the proposed 12th Director Candidate.

12. Approved the calling for the 2014 Annual Shareholder Meeting in Zhongshan Hall, Toufen Township, Miaoli County at 9:00am, June 12th, 2014.

13. Selected company Chairman and Vice Chairman according to the provision prescribed in Article 14 if the articles of association.

14. Adopted the increase of capital expenditure for 2014.

15. Approved ex-dividend date and 2013 adjustment to the previous rate of proposed dividend.

16. Adopted the commissioning of second Salary/Remuneration Committee Member.

17. Adopted the development of “Audit Committee Member Organization Articles of Association” of the company.

18. Approved the joint credit with credit line of NT39,000,000,000 from Fubon Financial and other joint credit banks.

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