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The Board of Directors consists of nine members, all of whom have a great breadth of experience. Five of the nine directors are independent directors, which exceeds the current requirements for public companies. To strengthen management efficiency and effectiveness, the board established the "Audit Committee" and the "Remuneration and Nomination Committee", composed entirely of independent directors. The five independent directors possess professional qualifications in the areas of business, finance, telecom, ecommerce/marketing, and the necessary knowledge and skill to perform their duties. The Chairman has ample experience with the Company’s operations and the business acumen to lead the Company and make decisions in the shareholders’ best interests.
"The Rules for Election of the Directors" was enacted to regulate the election of the directors through the candidate nomination system. "The Rules and Procedures on Evaluating Board of Directors' Performance" was enacted to conduct evaluations of the board's performance. The Remuneration and Nomination Committee evaluates the board’s performance and submits a report with proposed improvements to the board.
We believe the operations of an effective board are fundamental to the company’s sustainability. The main responsibilities of the board are: to supervise the Company’s compliance with relevant laws and regulations, the timely disclosure of material information and to ensure integrity in all of the Company’s operations. In addition, it is essential for the board to maintain a good communication channel and positive interaction with the management team, provide a guideline for the Company’s operations and make resolutions regarding material strategies to ensure the Company’s development and to protect shareholders’ interests. The Remuneration and Nomination Committee is responsible for assisting the board in the search, review and nomination of candidates as part of the board succession plan.
Guidelines for a diverse board of directors:
1.The ratio of independent directors should be 40% or above.
2.At least one female director.
3.At least one director with expertise in each of the following areas: telecom, finance, legal affairs, commerce, technology, investment and M&A, FinTech, information technology, risk management, operations management and E-commerce/marketing.
Currently, the ratio of independent directors in the company is approximately 56%, including one female director. The directors possess professional qualifications in the areas of telecom, finance, legal affairs, technology, investment and M&A, FinTech, information technology, risk management, operations management and E-commerce/marketing, compliant with the guidelines for a diverse board of directors. The table below shows their core competencies.
Related Links：Rules for Election of the Directors
| Board members |
|---|
| Daniel M. Tsai |
| Richard M. Tsai |
| Char-Dir Chung |
| Hsi-Peng Lu |
| Tong Hai Tan |
| Drina Yue |
| Casey K.C. Lai |
| Frank Lin |
| Jamie Lin |
| Gender | Nationality | Experience in Telecommunication Services Industry (Years) |
Tenure of directors/independent directors(Years) |
Finance | Law | Business | Technology | Investment and M&A | Fintech | InformationTechnology | Risk Management | Operations management |
E-commerce/ marketing | The independence of directors (Note1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| M | R.O.C. | 25 |
25 |
|||||||||||
| M | R.O.C. | 25 |
25 |
|||||||||||
| M | R.O.C. | 35 |
7 |
|||||||||||
| M | R.O.C. | 7 |
5 |
|||||||||||
| M | SG | 14 |
4 |
|||||||||||
| F | US | 34 |
4 |
|||||||||||
| M | R.O.C. | 24 |
1 |
|||||||||||
| M | R.O.C. | 9 |
1 |
|||||||||||
| M | R.O.C. | 9 |
6 |
- Note 1 The independence of directors is defined as per SEC Rule 4200 Definitions.
- Note 2 The average tenure of the BoD was 9.67 years as of the end of 2023.
- Note 3 The table above shows the top 5 core competencies of each director. All the directors of the company have risk management experience and capabilities.
Mr. Daniel M. Tsai, the chairman of Fubon Group and Taiwan Mobile (TWM), possesses extensive experience in the fields of law, finance, fintech and business management. With Mr. Tsai spearheading TWM’s transition from a telecoms to a next-gen technology company, the Company has adopted a Super 5G strategy, creating synergies with cable TV giant Kbro, leading e-commerce retailer momo and start-up accelerator AppWorks, and developing a long-term Super 5G ecosystem and environmental sustainability to gain a foothold in Southeast Asia. Fubon Group’s business scope includes financial services, property, media, cable TV, e-commerce, cultural and creative industries, and charity. It includes three listed companies – Fubon Financial, TWM and momo – all of which are leaders in their respective fields. Mr. Tsai was recognized as an Outstanding Corporate Sustainability Professional at the Taiwan Corporate Sustainability Awards in 2017 and ranked 13th in Harvard Business Review’s Taiwan’s top 100 best-performing CEOs in 2020. Mr. Tsai holds a D.B.A. honoris causa from Tunghai University, a J. D. honoris causa from Fu Jen Catholic University, a bachelor's degree in law from National Taiwan University, and a master's degree in law from Georgetown University. He has been a member of the University of Southern California’s Board of Trustees since April 2012, a member of the Centre for Asian Philanthropy and Society’s Board of Governors since 2014 .
Mr. Richard M. Tsai, the chairman of Fubon Financial Holding, is a veteran in the fields of finance, fintech and operation management. During his tenure as TWM’s chairman, he led the Company’s rise as a leader in digital convergence. Mr. Tsai was a recipient of the Asia Innovator Award at the 10th Asia Business Leaders Awards in 2011 – the only Taiwanese entrepreneur honored that year. He was also named on Harvard Business Review's Taiwan’s top 100 best-performing CEOs in 2016, and for four consecutive years (from 2017 to 2021) received an Asian Corporate Director Recognition Award at the Asian ESG Awards. Mr. Tsai has a bachelor’s degree in business administration from National Taiwan University and an MBA from New York University’s Stern School of Business. He is also a recipient of an honorary doctorate in business from Fu Jen Catholic University, an honorary doctorate in medicine from Taipei Medical University and an honorary doctorate in Engineering from Yang Ming Chiao Tong University. Mr. Tsai is a chair professor at National Taiwan University and National Yang-Ming University. He is also a member of the International Advisory Board of the New York Philharmonic, a director at Carnegie Hall Corp and a member of New York University’s President's Global Council, as well as the executive board of the university’s Stern School of Business.
Mr. Char-Dir Chung, a telecoms specialist, is a distinguished professor at National Taiwan University’s Department of Electrical Engineering and Telecommunications and a fellow of the International Society of Electrical and Electronics Engineers. A doctor of electrical engineering graduate from the University of Southern California, Mr. Chung’s expertise lies in communication systems and theory, wireless communication and spread spectrum communication. Mr. Chung has extensive experience in government. He was a minister without portfolio; member, deputy convener and executive secretary of the Board of Science and Technology of the Executive Yuan; member, deputy convener and executive secretary of the National Information and Communications Initiative Committee of the Executive Yuan, and deputy executive secretary of the Science and Technology Advisory Group of the Executive Yuan. He was also the convener of the Performance Evaluation Committee of the Ministry of Economic Affairs’ Technology Development Program. In academia, Mr. Chung was SIS chair professor at National Taiwan University, as well as chairman of National Central University’s Department of Communication Engineering and the director of its Graduate Institute of Communication Engineering.
Mr. Hsi-Peng Lu, an expert in the fields of e-commerce, information technology, fintech and operations management, is a distinguished professor at National Taiwan University of Science and Technology, an independent director of enterprises, and a newspaper and magazine columnist (Economic Daily News, MANAGER Today and Scientific American). His research covers e-commerce, internet marketing, Ubiquinomics, innovation management, strategy management, artificial intelligence and fintech, among others. A doctor of industrial engineering graduate from the University of Wisconsin-Madison, Mr. Lu was the former chairman of Liang Shing Eclife. He was also the dean of National Taiwan University of Science and Technology’s School of Management and Honors College, as well as head of the Department of Information Management. Mr. Lu served three times as a member of the evaluation committee for the R.O.C. Presidential Innovation Awards.
Mr. Tong Hai Tan, an expert in the fields of communication, business, technology and operations management, is the chairman of United Hampshire US REIT (Singapore) and Nanyang Polytechnic (Singapore). With more than 20 years of experience in the ICT industry, Mr. Tan had served as the CEO of StarHub Pte (Singapore), Singapore Computer Systems and Pacific Internet. During his tenure, he established numerous strategic partnerships with well-known enterprises, and was instrumental in transforming loss-making companies into profitable ones.
Ms. Drina Yue, who possesses extensive experience in the fields of communications, business, technology and operations management, is an independent director of Zhejiang Leapmotor Technology. Ms. Yue has been engaged in the communications industry for more than 40 years, serving as the director, president, vice president, chief of staff or senior adviser at Gemalto, Western Union, Motorola, GSMA, Brambles, CHEP, iSteelAsia, GTS and AT&T.
Before his retirement in 2022, Casey K.C. Lai was the partner of Deloitte & Touche Taiwan (“Deloitte Taiwan”) . And now he serves as the managing partner of LaiYuan CPA Co. Casey started his professional career in 1988 at Touche Ross Taiwan, and held the positions as CEO, Chairman of the Board, Reputation and Risk Leader, Financial Advisory (FA) Business Leader and Audit & Assurance (A&A) Business Leader during his over thirty years of professional career with Deloitte Taiwan. Casey specializes in Audit & Assurance with dual master degrees in Accounting and Law and holds Taiwan and US CPA licenses. His clients included local and international companies, covering financial service industries (like banking, insurance, and securities), and Technology, Media and Telecommunication industries.
Mr. Frank Lin, who possesses extensive experience in finance, business, investment, mergers and acquisitions, risk management and CEO/Senior management, is the director of Wei Chuan Foods and Vigorkobo. He was chief secretary of Ting Hsin International Group, vice president and executive director of Master Kong Holdings, finance department associate and chief accountant of General Food, Taiwan and Guangzhou, as well as Manager of Accounting Department and Administration Department in Taiwan Nestle. Mr. Frank Lin had been the director of Star Telecom since 2015 and the chairman between 2017 to 2023.
Mr. Jamie Lin, who possesses extensive experience in finance, e-commerce technology, investment, mergers and acquisitions, and business management, is the president of TWM, as well as the chairman and a partner at AppWorks, which he founded in 2009. AppWorks, the largest start-up accelerator and one of the most active venture capital institutions in Southeast Asia, formed a strategic alliance with TWM in January 2019. Mr. Lin is also the founder of e-commerce start-up Hotcool, AI enterprise software start-up Intumit, travel community start-up Sosauce.com, and 3D game production start-up Muse Games in Taipei and New York. Mr. Lin has a BS in chemical engineering and a minor in economics from National Taiwan University, and obtained an MBA from New York University's Stern School of Business. Mr. Lin is also actively engaged in civil organizations that contribute to social progress. He is the managing director of the Taiwan Internet and E-Commerce Association, a co-convener of the Asia Silicon Valley Civil Advisory Committee and a member of the Executive Yuan's Digital Innovation and Governance Initiative Committee. Since 2009, he has regularly published articles on the MR JAMIE blog, providing inspiration to millions of readers around the world who are interested in starting a business.
