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Corporate Governance
Corporate Governance
| Company Name | Sino-American Silicon Products Inc. | Chairman | Hsiu-Lan Hsu |
| Stock Name | SAS | Principal Office | 4F, No. 8, Industry E. Rd. II, Hsinchu Science Park, Hsinchu 300, Taiwan, R.O.C |
| Stock Code | 5483 | Stock Transfer Agent | Yuanta Securities Co.,Ltd Registrar & Transfer Agency Dept. |
| Market Type | TPEx-Listed | Auditors | KPMG |
| Industry Type | Semiconductor | Tel | +886-3-577-2233 |
| Principal Activities | Research, develop and design on solar ingots/wafers | Fax | +886-3-578-1706 / +886-3-5790405 |
| Date of Establishment | 1981/01/21 | IR@saswafer.com | |
| Date of Listing | 2001/03/02 | Website | https://www.saswafer.com/ |
| Capital | NT$6,412,216,510 |
| Title | Name | Principal Work Experiences and Academic Qualifications | Responsibilities |
|---|---|---|---|
| Chairperson & CEO | Doris Hsu | Master of Computer Science, University of Illinois/President of Creative Sensors Inc./ President of SAS | •Set up business plans, strategies, and targets •Execute resolutions from Board of Directors Meeting and Shareholder Meeting |
| Vice chairperson | Tom Yao | Master of Management and Research Institute of Tamjiang University/AVP of Manufacturing Department of Xuxing Technology Corporation/President of the Company | •Set up business plans, strategies, and targets. •Execute resolutions from Board of Directors Meeting and Shareholder Meeting •Promotion of management system and project business, drafting and planning of business plan |
| President | Pedersen Chen | EMBA degree of National Taiwan University/ Executive Board Member, Senior Partner, Head of Audit at KPMG/ Board Member & CEO of the Finance Research and Education Foundation | Execute resolutions from Board of Directors Meeting and Shareholder Meeting |
| President of SAS Yilan Branch | Hau-chun Shih | Engineering Science Department of National Cheng Kung University/Vice President of SIBOND Science and Technology Manufacturing Center/Senior Vice President of Sunrise Global Solar Energy Co., Ltd. | •Execute resolutions from Board of Directors Meeting and Shareholder Meeting •Promotion of management system and project business, drafting and planning of business plan |
| Vice President of Enterprise Development | C.W. Lee | Master of Business Administration, Meiji University, Japan/EVP and President of Covalent Materials Taiwan/AVP of MITSUI & CO. (Taiwan), LTD. | •Spokesman •Maintenance of relationship with investor and media |
| Corporate Governance Officer | Ming-Hui Chien | Master in Business Administration from National Taipei University/Manager at Administration Department of JihSun International Commercial Bank/Manager of finance at Sunrise Global Solar Energy Co., Ltd. | •Provide the directors with the information needed to perform their duties, and help the directors with their compliance •Help the new directors with their duties and provide related support and arrange the continuing education courses for directors |
| Vice President of Marketing | Pei-yi Chen | Department of Geopolitics, National Chengchi University/Director of Business of Sunrise Global Solar Energy Co., Ltd. | •Market strategy, explore potential market, customer communication and after service •Collect market information, customer service and product application, assist the R&D and promotion activities of new products |
| R&D Center Chief | Jason Yang | Ph.D., Institute of Electronics, National Chiao Tung University/ R&D Manager of Sunrise Global Solar Energy Co., Ltd. | •Research, develop, test new products •Improve production technology, yield and capacity •Collaborate with academic institutions •Design and improve machineries |
| Accounting Department Chief | Hsiu-Ling Hsu | Enterprise Management Research Institute of Taipei University/Director of PwC Taiwan/Accounting Manager of Sunrise Global Solar Energy Co., Ltd./Accounting Manager of Globalwafers Corporation | •Set up, perform, control and review annual budget •Plan, establish execute and revise accounting system •Prepare, analyze and explain financial structure, profit & loss and financial statements •Tax arrangement |
Diversity Policy for the Board Members
The composition of the board of directors has taken diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
- Ability to make operational judgment
- Ability to perform accounting and financial analysis
- Ability to conduct management administration
- Ability to conduct crisis management
- Knowledge of the industry
- An international market perspective
- Ability to lead
- Ability to make policy decisions
| Position | Name | Major Education | Work Experience |
|---|---|---|---|
| Chairman & CEO | Hsiu-lan Hsu | M.S. in computer science from University of Illinois | Chairman and CEO of GlobalWafers Co., Ltd. / Representative of legal director of Actron Technology Corporation / Director of Crystalwise Technology |
| Vice Chairman | Tan-liang Yao | MBA from Tamkang University | Representative of legal director of GlobalWafers Co., Ltd. / Vice Chairman and Vice CEP of Actron Technology Corporation / Chairman and CEO of Crystalwise Technology |
| Director | Ming-kung Lu | Honorary doctorate of Engineering of NCTU | Chairman and CEO of Sino-American Silicon Products Inc./Chairman and CEO of Actron Technology Crop./ Representative of legal director of GlobalWafers Co., Ltd. |
| Director | Wen-huei Tsai | Accounting department of NCCU | Director of ENE TECHNOLOGY INC. / Director of Advanced Wireless Semiconductor Company |
| Director | Feng-ming Chang | M.S. in Electrical and Computer Engineering of University of Southern California / M.S. in Economics of Texas A&M University | Director of TECO Electric & Machinery Co., Ltd. / Director of Syntec Scientific Corporation / Chairman of Merleco., Ltd. |
| Director | Kai-chiang Company Representative: Hau Fang | Master of International Business Administration, National ChengChi University/ Bachelor of Business Administration, University of Arizona, USA | Director of Sino-American Silicon Products Inc. / Director of Actron Technology Corporation |
| Director | Kun-chang Investment Company Representative:Edward Andrew Ow | Department of Energy Economics, University of California, Berkeley | Director of Sino-American Silicon Products Inc. / Director of Shin Puu Technology |
| Independent Director | Chin-tang Liu | Department of Accounting of Tamkang University | Accountant of KPMG International Cooperative / Director of 21st Taiwan Provincial CPA Association / Independent Director of Prolific Technology Inc. / Independent Director of Unizyx Holding Corporation |
| Independent Director | Hao-chung Kuo | Ph.D. in Electrical and Computer Engineer of University of Illinois –Urbana | Distinguished Professor in Department of Photonics of National Chiao Tung University |
| Independent Director | Shao-lun Lee | Ph.D. in Materials Science and Engineering of University of California | Executive Vice President of Lam Research Corporation / Supervisor(Legal Representative) of HTC Corporation / Vice President of VIA Technologies, Inc. / President of Chander Electronics Corp. / Chairman of Captec Partners Management Corp. |
| Independent Director | Chien-Yung Ma | Master in Institute of Materials Engineering of National Taiwan University Ph.D., Metallurgy, Universität Stuttgart, Germany | Chairperson of Solar Applied Materials Tech. Corp. / Group Leader, Institute of Materials and Optoelectronics in Center of National Chung Shan Institute of Science and Technology / Director of Highlight Tech. Corp. /Chairman of Forcera Materials Co., Ltd |
- Audit Committee
The Audit Committee helps to supervise the following items:
- Appropriate description of the financial report of the company
- New appointment, conge, qualification, independence and credit of CPA
- Effective implementation of the internal control
- Abidance of relevant laws and regulations
- Existing and potential risks management
- Committee list
| Name | Title |
| Chin-tang Liu (Independent director) | Chairman |
| Hao-chung Kuo (Independent director) | Member |
| Shao-lun Lee (Independent director) | Member |
| Chien-Yung Ma (Independent director) | Member |
- Remuneration Committee
The Remuneration Committee helps the Board to execute and evaluate overall remuneration and welfare policies, as well as remunerations of directors and managers.
Three independent directors constitute Remuneration Committee and convene at least two meetings a year.
- Committee list
| Name | Title |
| Chin-tang Liu (Independent director) | Chairman |
| Hao-chung Kuo (Independent director) | Member |
| Shao-lun Lee (Independent director) | Member |
| Chien-Yung Ma (Independent director) | Member |
- Nominating Committee
With authorization from the board of directors (below, “the board”), the Nominating Committee shall consist of at least three directors elected by the board, which more than half of whom shall be independent directors, and exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion:
- Finding, evaluating and nominating candidates for directors and senior executives based on standards of independence and a diversified background covering the expertise, skills, experience, gender, etc.
- Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee and each director as well as the independence of the independent directors.
- Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives.
- Executing other resolutions that the board assigns.
- Committee list
| Name | Title |
| Chin-tang Liu (Independent director) | Chairman |
| Hsiu-lan Hsu | Member |
| Tan-liang Yao | Member |
| Hao-chung Kuo (Independent director) | Member |
| Shao-lun Lee (Independent director) | Member |
| Chien-Yung Ma (Independent director) | Member |
- Sustainability Development Committee
SAS has established the Sustainability Development Committee in June 2016 as the highest-level sustainable development decision-making center within the Company. The committee is responsible for coordinating and comprehensively managing all aspects of the Company’s development directions and goal formulation related to ESG (environmental, social, and governance), aiming to pursue sustainable development and fulfill corporate social responsibilities.
The Sustainability Development Committee is chaired by the Chairperson, with the President as the Vice Chairman. A Director General is appointed to oversee all committee-related matters. In addition, a Chief Sustainability Officer (CSO) is appointed by the Board of Directors.
The committee is further divided into five sub-committees based on functional areas: Sustainable Operations Sub-committee, Green Manufacturing Sub-committee, Sustainable Supply Chain Sub-committee, Social and Corporate Care Sub-committee, and Corporate Governance and Risk Management Sub-committee. Each sub-committee comprises department heads who are responsible for formulating strategies and management policies to ensure the full integration of sustainability strategies into the Company’s daily operations. Additionally, the committee has established a Sustainability Task Force to serve as a cross-departmental communication platform for vertical integration and horizontal coordination. Regular working meetings are held, and task forces are formed as needed for specific ESG projects to facilitate cross-departmental integration and execution. The committee continuously tracks implementation performance and drives improvement. An annual meeting of all members is convened to review the achievement of the previous year’s goals and evaluate the setting of short-, medium-, and long-term goals.
The Sustainability Development Committee conducts an annual materiality analysis based on the principle of materiality. This process considers the unique characteristics of the industry, referencing the latest GRI Standards, Sustainability Accounting Standards Board (SASB) guidelines, as well as domestic and international sustainability-related standards and ESG evaluation indicators. The committee also engages with internal and external stakeholders through communication and impact surveys to identify and evaluate significant sustainability issues relevant to the Company’s operations and stakeholder concerns. Management strategies are then developed to mitigate associated risks.
The Sustainability Development Committee is supervised by the Board of Directors. The Chairperson and CSO report to the Board annually on the implementation of sustainability initiatives, goal setting, and performance achievements. Additionally, the committee provides quarterly reports on various sustainable development issues and tasks to the Board of Directors. The Board of Directors oversees the goal-setting and implementation of sustainability initiatives and provides advice and guidance based on the committee’s reports.
Ethical Business Practice
Documents
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Rules Governing the Scope of Powers of Independent Directors
SAS follows Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, by which to
• protect shareholders’ rights and interests
• strengthen the powers of the board of directors
• fulfill the function of audit committee
• respect stakeholders’ rights and interests
• enhance information transparency
Based on Regulations for the Establishment of Internal Control Systems by Public Companies, SAS takes into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and review it at all times, in order to keep up with the dynamics of environment inside and outside the company and ensure that the design and enforcement of the system remain effective.
The board of directors and the management shall review the result of the self-inspection of each department and the report of the internal audit department at least annually. Members of the audit committee shall also pay attention to and exercise oversight of this matter.
SAS executives pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis and can assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.
- Board of Directors
The number of the board members has been properly determined by reviewing the scale of corporate management and operation and the shareholding of the major shareholders and taking into consideration of the practical needs for operation. While installing independent directors, it shall take into account the reasonable professional composition of the directors and the objective requirements for their duties independently. Clear distinctions have been drawn between the responsibilities and duties of the chairman of the board and those of the president. Positions have been fulfilled by different executives.
- Supervisor
SAS has set up the audit committee. members of the audit committee can communicate with SAS’s employees, shareholder and related person through the board meeting, shareholder meeting and audit reports, among other channels.
Performance of Ethical Corporate Management and the Measures Taken
Fulfillment of Social Responsibility
The Purpose of Internal Audit
The purpose of Internal Audit is to assist the Board of Directors and top management to enhance the effectiveness and efficiency of the company’s operations, to assure the company’s profit, performance, and property, to compliance with applicable laws and regulations, by providing timely suggestions to assure the effective execution of internal control system.
Internal Audit Organization
Internal Audit is under the board of directors. Any appointment or discharge of internal audit manager shall be approved by the Board of Directors after reviewed by the audit committee, and be reported to the SFB for recordation via the Internet-based information system by the 10th day of the month next following.
Internal Audit Implementation
Internal auditors shall formulate annual audit plans based on the results of the risk assessment, including matters to be audited monthly, by which to check its internal control systems, and compile audit reports with annexing working papers and relevant materials. Annual internal audit plan and any amendment shall be approved by the Board of Directors. Independent directors have been set up in the Company. Annual audit plan shall be submitted to Board of Directors in accordance with the rules and opinions of each.
The Company has set up an audit committee composed of independent directors. The executive of internal audit shall submit monthly reports to the audit committee for review as well as deliver an oral report to the audit committee quarterly. Each audit report shall be reviewed at least by quarter with paper reports till all items are improved in time by related units with proper action taken. The communication channel between audit committee and the executive of internal audit is satisfactory.
The certified public accountant of the Company shall report the review results of the financial statements and other items required by related regulations to the audit committee each quarter. The communication channel of the audit committee and CPA is satisfactory.
Internal auditors shall be detached, independent, objective, and impartial, in faithfully performing their duties, and in addition to reporting their audit operations to each supervisor on a regular basis, the internal audit officer shall also attend and deliver a report to a Board of Directors’ meeting.
The company and its subsidiaries shall prescribe the content of and procedures for self-audits and assessments of the internal control system, which is conducted at least once every year. Annual self-inspections of its internal control systems shall be first conducted periodically by all internal departments and subsidiaries themselves and reports shall be reviewed by internal auditors.
Corrections of any defects and irregularities of the internal control system discovered shall be the guidance for Board of Directors and President to evaluate the effectiveness and announce Internal Control System Statement. Self-inspections report and relevant materials shall be kept at least five years.
The Company shall announce the following matters in the prescribed format via the internet-based information system before the deadline designated by Financial Supervisory Commission.
- Next year’s audit plan by the end of each fiscal year shall be submitted before the end of each fiscal year.
- Previous year’s internal auditor’s basic information together with their training hours received shall be submitted within one month from the end of each fiscal year.
- The execution of previous year’s annual audit plan shall be submitted within two months from the end of each fiscal year.
- Previous year’s Internal Control System Statement shall be submitted within four months from the end of each fiscal year.
- Corrections of previous year’s any defects and irregularities of the internal control system discovered shall be submitted within four months from the end of each fiscal year.