Board of Directors

Members of the Board

The "Corporate Governance Practice Principles" of eMemory sets the composition of the Board of Directors to consider diversification, and formulates appropriate diversification policies based on the company’s operation, operation type and development needs, including but not limited to two major aspects: basic conditions and values (such as gender, age, nationality and culture, etc.) and professional knowledge and skills (such as law, accounting, industry, finance, marketing or technology). The Board of Directors must also have the knowledge, skills and literacy necessary to perform their duties. Currently, the 9 members of the Board have professional backgrounds in industry, academia and medicine, and each have expertise in management, leadership decision-making, industrial knowledge, academy, and finance. The proportion of Directors with employee status is 11%, and Independent Directors accounted for 33%. In addition, eMemory also emphasize gender distribution in the composition of Directors. The goal of female directors is at least one seat. Currently, we have two female Directors, accounting for 22%.

Title Name Major Experience Professional Skills
Chairman Charles Hsu
  • Ph.D. in Electrical Engineering, University of Illinois, Urbana-Champaign, U.S.A.
  • Chairman, Institute of Electronics Engineering, National Tsing Hua University, Taiwan
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Professional Expertise
Independent Director Kenneth Kin
  • Ph.D. in Nuclear Engineering and Applied Physics, Columbia University, U.S.A.
  • Senior Vice President, Worldwide Sales & Services, Taiwan Semiconductor Manufacturing Company Limited
  • Vice Dean, College of Technology Management, National Tsing Hua University
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Professional Expertise
Independent Director Ming-To Yu
  • Master of Business Administration, The Wharton School of University of Pennsylvania
  • President, Kaiyu Consulting Co., LTD.
  • Chief Financial Officer and Spokesperson, MediaTek Inc.
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Financial Expertise
Independent Director T.C. Chen
  • Ph.D. in Engineering and Applied Science, Yale University, U.S.A.
  • Fellow Member, Institute of Electrical and Electronics Engineers (IEEE)
  • Fellow and Vice President Science & Technology, IBM
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Professional Expertise
Director How-Han Investment Corporation
Representative: Teresa Cheng
  • Master of Science, Computer Science and Applied Mathematics, University of Illinois at Urbana-Champaign, U.S.A.
  • Chief Information Officer, Macronix International Co., Ltd.
  • Department Manager, Software Development, BDC Corporation
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Information Technology Expertise
Director How-Han Investment Corporation
Representative: Jason Hsu
  • Master of Computer Science, Stevens Institute of Technology, U.S.A.
  • Chairman / General Manager, IBM Taiwan
  • CEO, GE Taiwan
  • Corporate Management
  • Decision Making
  • Industry Knowledge
  • Professional Expertise
Director Mu-Chuan Hsu
  • Bachelor Degree in Medicine, China Medical University, Taiwan
  • Attending Physician, Department of Obstetrics & Gynecology, National Taiwan University Hospital
  • Superintendent, North Town Women & Children Hospital
  • Corporate Management
  • Decision Making
  • Medical Expertise
Director Li-Jeng Chen
  • Master of Air Transportation Management, University of Hawaii, Travel Industry Management School, U.S.A.
  • Chief Investment Officer, Cathay Securities Investment Trust
  • Portfolio Manager, Invesco Global Technology Fund
  • Corporate Management
  • Decision Making
  • Financial Expertise

Audit Committee

The main purpose of Audit Committee is assisting the Board of Directors in performing the supervision on the quality and faith of execution regarding accounting, audit, financial report process and financial control of eMemory. The Audit Committee consists of three independent directors, one as the convener. A total of 5 Audit Committee meetings were held in 2019 with the 100% attendance rate of the independent directors. For further details, please refer to eMemory’s 2019 Annual Report.

Remuneration Committee

The Remuneration Committee of eMemory takes charge of assisting the Board of Directors in executing and assessing the entire remuneration and welfare policies of the company, and the remuneration of Directors and managers. The committee members are appointed by the Board, composed by at least one Independent Director. Remuneration Committee meeting is taken place at least twice a year. The details and participation rate of each meeting held in 2019 can be found in the annual report.

Committee Members

Name Audit Committee Remuneration Committee
Mr. Kenneth Kin   (Committee Chair)
Mr. Ming-To Yu (Committee Chair)  
Mr. T.C. Chen    

Communication between Independent Directors, Internal Audit Supervisors and Accountants

eMemory was re-elected at the shareholders meeting on June 9, 2015, and set up an Audit Committee to replace the supervisory authority. The Audit Committee is composed of all Independent Directors. eMemory’s Audit Supervisors regularly submit audit reports to Independent Directors for review. Independent Directors can then ask the Audit Supervisor to further explain the content of the report. In addition, the company’s Audit Supervisors must have full attendance at each Audit Committee meetings and Board of Directors meetings, and will report the internal control quarterly. This ensures the effectiveness and the tracking of the improvement items can be fully communicated face-to-face with the Audit Committee. When the Audit Committee reviews the quarterly financial statements, the company’s accountants will attend all the Audit Committee meetings and report on the reviewed items to ensure effective communication between the audit committee and the accountants.

Summary of Communications between Independent Directors, Internal Audit Supervisors and Accountants

Date Communication Summary Communication Result
July 28, 2021
  • The internal auditor presented the audit results of the second quarter of 2021
  • Accountants explained and communicated on the review of the consolidated financial statements for the second quarter of 2021
  • Independent Directors have no opinion on the audit results of the second quarter of 2021
  • The consolidated financial statements for the second quarter of 2021 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
April 26, 2021
  • The internal auditor presented the audit results of the first quarter of 2021
  • Accountants explained and communicated on the review of the consolidated financial statements for the first quarter of 2021, and shared the latest regulations
  • Independent Directors have no opinion on the audit results of the first quarter of 2021
  • The consolidated financial statements for the first quarter of 2021 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
Feb 24, 2021
  • Internal audit on the fourth quarter of 2020 audit planning report, and special topic report. Self-assessment of the internal control system in 2020
  • Accountants explained and communicated on the review of the consolidated and unconsolidated financial statements for 2020
  • Independent Directors have no opinion on the audited report for the fourth quarter of 2020
  • The consolidated and unconsolidated financial statements for 2020 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
Oct 28, 2020
  • Internal audit on the third quarter of 2020 business execution report, and special topic report
  • Accountants explained and communicated on the review of the consolidated financial statements for the third quarter of 2020
  • Independent Directors have no opinion on the audited business report for the third quarter of 2020
  • The consolidated financial statements for the third quarter of 2020 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
Jul 29, 2020
  • Internal audit on the second quarter of 2020 business execution report
  • Accountants explained and communicated on the review of the consolidated financial statements for the second quarter of 2020
  • Independent Directors have no opinion on the audited business report for the second quarter of 2020
  • The consolidated financial statements for the second quarter of 2020 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
Apr 29, 2020
  • Internal audit on the first quarter of 2020 business execution report
  • Accountants explained and communicated on the review of the consolidated financial statements for the first quarter of 2020
  • Independent Directors have no opinion on the audited business report for the first quarter of 2020
  • The consolidated financial statements for the first quarter of 2020 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled
Feb 19, 2020
  • Internal audit on the fourth quarter of 2019 audit planning report, special topic report, and 2019 Audit Committee mailing report. Self-assessment of the internal control system in 2019, and the revision of the internal control system and internal audit
  • Accountants explained and communicated on the review of the consolidated and unconsolidated financial statements for 2019, and shared the latest tax and securities regulations
  • Independent Directors have no opinion on the audited report for the fourth quarter of 2019
  • The consolidated and unconsolidated financial statements for 2019 were reviewed by the Audit Committee and approved by the Board of Directors, and was announced and filed as scheduled