Corporate Social Responsibility

Corporate Governance

ASPEED Technology formulated the “Corporate Governance Best Practice Principles” and the “Code of Ethical Conduct” in order to build an effective corporate governance framework and related ethical standards needed for robust corporate governance. We uphold transparent operations and closely heed the rights and interests of shareholders and society. In order to aid corporate operations and oversight, we believe that corporate governance should be built on a foundation of a strong, complete Board of Directors in conjunction with supporting committees, including the Audit Committee, the Remuneration Committee, and the Sustainability Committee).

Board of Directors

Name Position Experience Primary Positions Committee
Chris Lin Chairman & President EMBA, National Chiao Tung University
Master, Electrical Engineering, National Taiwan University
BS, Electrical Engineering, National Tsing Hua University
President, XGI Technology Inc.
Vice President, Multimedia Product Division, SiS
Chairman and President, ASPEED Technology Inc.
Director, Linvest Wealth Corp.
Director, Linvest Fortune Corp.
Director, ASPEED Technology (Samoa) Inc.
CEO, ASPEED Technology (U.S.A.) Inc.
Director, ASPEED Technology India Private Ltd.
Chairman, Cuploa360 Inc.
Arnold Yu
Corporate Representative
Director Master, Electrical Engineering, National Tsing Hua University
Chairman/Chief Operating Officer, Machvision Inc.
Chairmao, Ace Motors Inc.
Vice President, Stark Technology Inc.
Manager, Acer Inc.
Director, Machvision Inc.
Director, Autovision Technology Inc.
Supervisor, AtechOEM Inc.
Director, Stark Technology Inc.
Director, ChipAI Co., Ltd.
Independent Director, Cipherlab Co., Ltd.
Director, ASPEED Technology India Private Ltd.
Luke Chen
Corporate Representative
Director EMBA, National Chengchi University
BS, Electrical Engineering, Chinese Culture University
Assistant Manager of Strategy Marketing, SiS
Vice President, ASPEED Technology Inc. Sustainability Committee
Hung-ju Huang
Corporate Representative
Director Engineering, National Cheng Kung University
Assistant Manager of Strategy R&D, SiS
Vice President, ASPEED Technology Inc.
Ted Tsai Director Bachelor's in Electronic Engineering, Chung Yuan Christian University
Chairman, Maojet Technology Corp
Chairman, Maojet Technology Corp.
Chyan, Yang Independent Director Ph.D. in Computer Science & Engineering, University of Washington
Director, Institute of Business and Management, National Chiao Tung University
Dean, College of Management, National Chiao Tung University
CEO, EMBA, National Chiao Tung University
Adjunct Professor, Institute of Business and Management, National Chiao Tung University
Independent Director, ACTER Co., Ltd.
Supervisor, Chia Chang Co., Ltd.
Independent Director, MARS Semiconductor Corp.
Independent Director, Associated Industries China, Inc.
Compensation Committee
Audit Committee
Dyi Chung Hu Independent Director Ph.D. in Materials Science and Engineering, Massachusetts Institute of Technology
Institute of Technology
Senior Vice President, Unimicron Technology Corp.
Vice President, Hannstar Display Corporation
Senior Assistant VP, E Ink Holdings Inc.
Chairman and CEO, Siplus Technology Co.
Director, Raytek Semiconductor, Inc.
Remuneration Committee
Audit Committee
John C. Lin Independent Director Franklin Pierce Law Center (LL.M.)
Queen Mary, University of London (M.Sc. in Information Technology)
Lecturer, Chinese Culture University Law School
Senior Consultant, Jones Day Taipei Remuneration Committee
Audit Committee
Sheng-Lin Chou Independent Director Ph.D in Computer Science
National Chiao-Tung University
Thunderbird School of Global Management
EMBA
Deputy GD, ICL/Industrial Technology Research Institute
Assistant VP, TECO & GD of TECO Group Research Institute
Adjunct Associate Professor, CS Dept, National Chiao-Tung University
Chief Venture Officer (CVO), ICL/Industrial Technology Research Institute
Secretary General, Taiwan Association of Information & Communication Standards (TAICS)
Remuneration Committee
Audit Committee

Operation of Audit Committee

1. Second Audit Committee Member: 4
2. 2. Committee terms: August 11th, 2021 to July 29th, 2024
3. 3. In 2021, the committee convened four times, with the attendance rate of the Committee’s three independent directors as follows:

First Audit Committee attendance rate:

TitleNameAttandance in PersonAttandance by ProxyAttendance Rate (%)Note
Independent DirectorChyan Yang20100%No
Independent DirectorDyi-Chung Hu20100%No
Independent DirectorRobert Lo20100%No

Second Audit Committee Attendance Rate:

TitleNameAttandance in PersonAttandance by ProxyAttendance Rate (%)Note
Independent DirectorChyan Yang20100%Re-election
Independent DirectorDyi-Chung Hu20100%Re-election
Independent DirectorSheng-Lin Chou20100%New
Independent DirectorJohn C. Lin20100%New

4. Annotations:
(1) Resolutions Related to Securities & Exchange Act $14-5:

Date Meeting Resolutions Any Independent Director Had a Dissenting Opinion or Qualified Opinion
110.03.08First Term 11th Regular Meeting2020 Financial ReportNone
2021 The hiring of an attesting CPANone
110.08.11Second Term 1st Regular Meeting2021 Q1 Financial ReportNone
The appointment of Internal Audit OfficerNone
110.11.08Second Term 2st Regular Meeting2021 Accountant’s feesNone

(2) Other resolution which was not approved by the Audit Committee but was approved by two thirds or more of all directors: None.
(3) The independent director should state the name of the independent director, the content of the motion, the reasons for the evasion of interest and the circumstances of voting: None.

Operation of Remuneration Committee

1. Fifth Remuneration Committee Member: 4, One of them is convener.
2. Committee terms: August 11th, 2021 to July 29th, 2024
3. In 2021, the committee convened two times, with the attendance rate of the Committee’s three independent directors as follows:

Forth Remuneration Committee attendance rate:

TitleNameAttandance in PersonAttandance by ProxyAttendance Rate (%)Note
ConvenerChyan Yang10100%No
MemberDyi-Chung Hu10100%No
MemberRobert Lo10100%No

Fifth Remuneratin Committee Attendance Rate:

Title Name Attandance in Person Attandance by Proxy Attendance Rate (%) Note
ConvenerChyan Yang20100%Re-election
MemberDyi-Chung Hu20100%Re-election
MemberSheng-Lin Chou20100%New
MemberJohn C. Lin20100%New

4. The content of the motion, the result the Remuneration Committee’s resolution and the Company's handling of the Remuneration Committee 's opinion:

DateMeetingResolutionsHandles of the resolutions of all members
110.05.03Approval of 2020 Manager's Salary AllocationApproved as proposedHas been processed in accordance with the resolutions
110.08.11Approval of 2020 employee bonus to directors and managersApproved as proposedHas been processed in accordance with the resolutions
110.11.08Approval of 2020 Manager's Salary AllocationApproved as proposedHas been processed in accordance with the resolutions

Descriptions of the Communications between the Independent Directors and the Independent Auditors

Date Resolutions Any Independent Director Had a Dissenting Opinion or Qualified Opinion
110.03.08 Review the 2020 financial report None
110.05.03 Review the 2021 Q1 financial report None
110.08.11 Review the 2021 Q2 financial report None
110.11.08 Review the 2021 Q3 financial report None

Internal Audit

Besides establishing an internal audit unit that is overseen by the Board of Directors, ASPEED Technology assigns a management-level internal auditor as needed based on the Company’s scale, business conditions, management needs, and legal requirements. In line with internal audit implementation rules, the Audit Committee decides the appointment or dismissal of the internal auditor and the Board of Directors must approve the decision by resolution. The internal auditor is subject to annual evaluations and the Chairman determines his or her compensation.

Based on risk assessment results the internal audit unit produces an audit plan that must then be passed by the Audit Committee and the Board of Directors. Periodic and ad hoc reports on implementation results are made to the committee and the Board. The implementation plan shall include annual self-evaluations of control measures by all internal units followed by an audit of the self-evaluations by the internal audit unit. The overall results shall become the basis for an internal control measure statement by the Board and the president.

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