Corporate Governance
  • Board of Directors
  • Committees
  • Internal Audit
  • Board Structure

    Chenbro's Board of Directors consists of seven distinguished members with a great breadth of experience in business, academia, legal profession and accounting. We rely on them for their diverse knowledge, personal perspectives, and solid business judgment. Three of the seven members are independent directors: Chairman of Kuo-Fu Management Consulting Co., Ltd., Mr. Wen-Cheng Huang; Chairman of GCR, Mr. Tony Tsao; past experience as a Supervisor of Dyna Image Corp., Ms. Gwen Hsu. In considering the operation, business model and the diversity of the members, three of the members are female.

    Board Responsibilities

    A Board of Directors' primary duty is to supervise the operating performance, avoid conflict of interests, and ensure compliance with relevant laws and regulations, financial transparency, timely disclosure of the material information. Chenbro's Board of Directors strives to perform these responsibilities through the Supervisors, Compensation Committee, and coordination with the Internal Audit department.

    Chenbro's management reports to the Board on a variety of subjects on a quarterly basis, including business/financial performance, internal audit, business plans, procedures regarding significant financial/business decisions, the appointment and dismissal of the managers, or other material items that should get approval through Annual General Meetings/Board of Directors or required by the authority.

    Chenbro's management has maintained a healthy and functional communication with the Board of Directors, has been devoted in executing guidance of the Board, and is dedicated in running the business operations, all to achieve the best interests for Chenbro shareholders. 

     

    Directors' Biographies

    Maggi Chen Chairwoman

    Experience:
    General Manager of Hershey Valve CO.,LTD

    Current Duties :
    Chairwoman of Chenbro Micom, Director of Peng Wei Investment and Development Co., Ltd, Chairwoman of Lian-Mei Investment Ltd., Director of Chen-Source Inc.



    Engel Wu Director
    Education:
    Master of International Business, National Taiwan University

    Current Duties :
    Chairman of Protech Information Co., Ltd., Independent Director of Marketech International Corp., Independent Director of Trade-Van Information Co., Ltd., Director of APLEX Technology Inc.


    Milly Lee Director
    Education:
    Integrated Business Department, Taipei Municipal Shilin High School of Commerce

    Current Duties :
    Assistant Manager of Chenbro Micom Co., Ltd., Chairwoman of Ming-Kwong Investment Co., Ltd., Director of Chen-Source Inc.


    Dr. Shen-Kuo Hsu Director
    Education:
    Master of Public Administration, Kennedy School of Government, Harvard University,
    Master of Law School, George Washington University,
    PHD of Law, University of San Francisco

    Current Duties :
    Part-time Professor of China Economic Center of Beijing University and School of Civil Servants Advanced Training of Continuing Education College of Tsinghua University
    Founder/Chairman of Anjene International Taiwan, Philippine, Qingdao & Racer Technology Singapore
    Adjunct Professor, National Taiwan University


    Tony Tsao Independent Director
    Education:
    MBA, Illinois Institute of Technology, Chicago, U.S.A)

    Current Duties :
    Independent Director of AVerMedia Technologies, Inc.,
    Chairman of Global Channel Resource Inc.


    Gwen Hsu Independent Director

    Education:
    Bachelor of Accounting, Soochow University

    Experience:
    Finance Director of Dyna Image Co.

    Current Duties :
    Independent Director, Chenbro Micom Co., Ltd.



    Wen Cheng Huang Independent Director

    Education:
    Master of Business Administration, National Chengchi University,
    Bachelor of Mechanical Engineering, National Cheng Kung University

    Experience:
    President of China-Motor Corp.,
    Vice President of Yulon-Group
    Chairman of Automotive Research & Testing Center (ARTC)
    Chairman of Tokio Marine Newa Insurance Co., Ltd.,

    Current Duties :
    Chairman of Global Fortune Management Co., Ltd.,,
    Chairman of eLand Technologies Co., Ltd.,
    Independent Director of YFY Investment Holding Co., Ltd.,
    Independent Director of Enterex International Limited Corporation,
    Director of Tungthih Electronics Co., Ltd.,
    Director of ACES Electronics Co., Ltd.,



    Election of Directors

    To ensure effective operation of Board of Directors, we comply with regulations to maintain corporate governance.
    We have four Directors through voting by shareholders during Annual General Meeting. The other three Independent Directors are elected in Annual General Meeting, according to Article 192-1 of Company Act.

    There is no gender difference or limitations in terms of nomination of the Director Members. The duties of the Board Members cover supervising, appointing and guiding the management level, and being in charge of the company’s operation to maximize the shareholders’ values.

    Serial number Title Name
    1 Chairwoman Maggi Chen
    2 Director Engel Wu
    3 Director Milly Lee
    4 Director Shen-Kuo Hsu

    The three Independent Directors were nominated by the shareholder of #5 and be submitted for discussion in Board of Directors Meeting on 2014/05/07. The three candidates all fit the criteria of being Independent Directors based on Article 192-1 of Company Act and submitted to Annual General Meeting for election. The Company announced the candidates of the Independent Directors based on regulations. The elected Independent Directors through 2014 Annual General Meeting are as follows:

    Serial number Title Name
    1 Independent Director Tony Tsao
    2 Independent Director Gwen Hsu
    3 Independent Director Wen-Cheng Huang


    Qualifications and Independence of the Directors

    Name / Qualification Having more than 5 years work experience and professional qualifications listed below Compliance of independence (Note 1) Number of positions as an Independent Director in other public listed companies
    Lecturer (or above) of commerce, law, finance, accounting, or any subjects relevant to the company’s operations in a public or private tertiary institution Certified judge, attorney, lawyer, accountant, or holders of professional qualification and technicians relevant to the company’s operations Commercial, legal, financial, accounting or other work experiences required to perform the assigned duties 1 2 3 4 5 6 7 8 9 10
    CHEN MEI CHI                   None
    LEE TSUN YEN                   None
    WU CHUNG PAO     2
    HSU SHEN KUO None
    HUANG WEN CHENG     2
    TSAO AN PANG     1
    HSU KUEI YING     None


    Note 1: place a "" in the box below if the Director or Supervisor met the following conditions during the time of active duty and two years prior to the elected date.

    1. Not employed by the company or any of its affiliated companies.
    2. Not a director or supervisor of the company or its affiliated companies (not applicable if the position is an independent director of the company, its parent company, or subsidiaries to which the company holds more than 50% direct or indirect voting interest).
    3. Does not hold more than 1% of the company’s outstanding shares in his/her own name or under the name of spouse, underage children, or any other person; nor is any party listed herein one of the ten largest natural person shareholders of the company.
    4. Not a spouse, relative of second degree, or direct kin of third degree or closer to persons not qualified for criteria 1~3.
    5. Not a director, supervisor, or employee of the company's corporate shareholder holding more than 5% of the company's outstanding capital; nor a director, supervisor, or employee to any of the top 5 corporate shareholders.
    6. Not a director, supervisor, manager, or shareholder with more than 5% ownership interest in any company or institution that has financial or business relationship with the company.
    7. Not a professional, business owner, partner, director, supervisor, or manager of any sole-proprietorship, partnership, company, or institution providing commercial, legal, financial, or accounting services or consultations to the company or any of its affiliated companies; nor a spouse to anyone listed herein. Except the members of the Remuneration Committee performing their duties pursuant to Article 7 of the Regulation Governing the Establishment of Remuneration Committee and the Performance of Authority of Companies trading their stocks in TWSE/GTSM”.
    8. Not a spouse or relative of second degree or closer to any other directors.
    9. Does not meet any descriptions stated in Article 30 of The Company Act.
    10. Not elected as a government or corporate representative according to Article 27 of The Company Act.