Corporate Governance

  • Company Profile
  • Company Structure
  • Board of Directors
  • Board Committees
  • Company Regulations
  • Corporate Governance
  • Internal Audit

Company NameSino-American Silicon Products Inc.ChairmanHsiu-Lan Hsu
Stock NameSASPrincipal Office4F, No. 8, Industry E. Rd. II, Hsinchu Science Park, Hsinchu 300, Taiwan, R.O.C
Stock Code5483Stock Transfer AgentYuanta Securities Co.,Ltd Registrar & Transfer Agency Dept.
Market TypeTPEx-ListedAuditorsKPMG
Industry TypeSemiconductorTel+886-3-577-2233
Principal ActivitiesResearch, develop and design on solar ingots/wafersFax+886-3-578-1706 / +886-3-5790405
Date of Establishment1981/01/21EmailIR@saswafer.com
Date of Listing2001/03/02Websitehttp://saswafer.hlmcoltdapp.com/
CapitalNT$5,862,216,510

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:

  1. Basic requirements and values: Gender, age, nationality, and culture
  2. 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:

  1. Ability to make operational judgment
  2. Ability to perform accounting and financial analysis
  3. Ability to conduct management administration
  4. Ability to conduct crisis management
  5. Knowledge of the industry
  6. An international market perspective
  7. Ability to lead
  8. Ability to make policy decisions
PositionNameMajor EducationWork Experience
Chairman & CEOHsiu-lan Hsu
M.S. in computer science from University of IllinoisChairman and CEO of GlobalWafers Co., Ltd. / Representative of legal director of Actron Technology Corporation / Director of Crystalwise Technology
Vice Chairman & PresidentTan-liang Yao

MBA from Tamkang UniversityRepresentative of legal director of GlobalWafers Co., Ltd. / Vice Chairman and Vice CEP of Actron Technology Corporation / Chairman and CEO of Crystalwise Technology
DirectorMing-kung Lu
Honorary doctorate of Engineering of NCTUChairman and CEO of Sino-American Silicon Products Inc./Chairman and CEO of Actron Technology Crop./ Representative of legal director of GlobalWafers Co., Ltd.
DirectorWen-huei Tsai
Accounting department of NCCUDirector of ENE TECHNOLOGY INC. / Director of Advanced Wireless Semiconductor Company
DirectorFeng-ming ChangM.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.
DirectorKai-chiang CompanyDirector of Sino-American Silicon Products Inc. /
Director of Actron Technology Corporation
Director of Sino-American Silicon Products Inc. /
Director of Actron Technology Corporation
DirectorKun-chang Investment
Company
Director of Sino-American Silicon Products Inc.Director of Sino-American Silicon Products Inc. / Director of Shin Puu Technology
Independent DirectorChin-tang Liu
Department of Accounting of Tamkang UniversityAccountant of KPMG International Cooperative / Director of 21st Taiwan Provincial CPA Association / Independent Director of Prolific Technology Inc. /
Independent Director of Unizyx Holding Corporation
Independent DirectorHao-chung KuoPh.D. in Electrical and Computer Engineer of University of Illinois –UrbanaDistinguished Professor in Department of Photonics of National Chiao Tung University
Independent DirectorShao-lun LeePh.D. in Materials Science and Engineering of University of CaliforniaExecutive 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.

Election of Directors

The Company shall have 7 to 13 directors to be elected at the shareholders’ meeting by adopting the candidate nomination system specified in Article 192-1 of the ROC Company Law. All directors shall serve for a term of three years and shall be eligible for re-election. The aforesaid directors must have at least three independent directors. The professional qualification, shareholding, part-time job limitation, nomination and election method and other requirements for independent directors shall be handled in compliance with the relevant regulations provided by the securities authority.
Title

  • Audit Committee

The Audit Committee helps to supervise the following items:

  1. Appropriate description of the financial report of the company
  2. New appointment, conge, qualification, independence and credit of CPA
  3. Effective implementation of the internal control
  4. Abidance of relevant laws and regulations
  5. Existing and potential risks management
  • Committee list
NameTitle
Chin-tang Liu
(Independent director)
Chairman
Hao-chung Kuo
(Independent director)
Member
Shao-lun Lee
(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
NameTitle
Chin-tang Liu
(Independent director)
Chairman
Hao-chung Kuo
(Independent director)
Member
Shao-lun Lee
(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:

  1. 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.
  2. 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.
  3. Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives.
  4. Executing other resolutions that the board assigns.
  • Committee list
NameTitle
Hsiu-lan HsuChairman
Tan-liang YaoMember
Chin-tang Liu
(Independent director)
Member
Hao-chung Kuo
(Independent director)
Member
Shao-lun Lee
(Independent director)
Member

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.

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.

  1. Next year’s audit plan by the end of each fiscal year shall be submitted before the end of each fiscal year.
  2. 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.
  3. The execution of previous year’s annual audit plan shall be submitted within two months from the end of each fiscal year.
  4. Previous year’s Internal Control System Statement shall be submitted within four months from the end of each fiscal year.
  5. 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.

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