Board of Directors & Committee

Board members at Primax Electronics are chosen through nomination and elected by all shareholders in a transparent, electronic voting session. All members possess the necessary abilities, knowledge, and experience to exercise their powers and responsibilities. All directors consider long-term interests of the  Company' and shareholders' to be their top priority, and formulate their strategies in an objective manner. The Primax Board is convened at least once a quarter. Nine Board meetings were convened during 2024 and the average attendance rate for all directors was 100%. 

The Company values the diversity of the composition of its directors, and has set specific stage targets for the diversity of the board: the ratio of female or foreign directors will reach more than 10% (achieved) before 2020, reaching more than 20% (achieved) in the period of 2024-2027. The Company has proactively added a female director in 2023, achieving a female board representation of 22%. This ratio has yet to reach one-third of the total board seats. The Company will actively seek female director candidates, aiming to achieve over 30% female board representation in the 2027 board election. This initiative will enhance gender diversity and enrich the board's strategic perspectives and communication dynamics. 

At the end of 2024, the Board of Directors of the Company had a total of 9 members, including 5 independent directors (accounting for 56%). Three of the independent directors is given a term of less than three years, one a term of three to six years, and one a term of six to nine years. There are seven male directors (accounting for 78%) and two female director (accounting for 22%). There are two directors aged 71 to 80 (accounting for 22%), six aged 61 to 70 (accounting for 67%), and one aged 51 to 60 (accounting for 11%), showing the gradual succession from one generation to another. 

In terms of the professional backgrounds of directors, all nine of them have management backgrounds (accounting for 100%), and seven have industry backgrounds (accounting for 78%), four have research and development backgrounds (accounting for 44%), six have marketing backgrounds (accounting for 67%), and two have financial backgrounds (accounting for 22%). As for their expertise and professional knowledge, all nine have leadership and management skills (accounting for 100%), eight operation and management (accounting for 89%), seven risk management (accounting for 78%), five information technology and financial accounting (accounting for 56%), and one legal knowledge (accounting for 11%).

The Audit Committee primarily assists the Board of Directors in fulfilling its supervisory responsibilities and is responsible for tasks assigned by company law, Securities and Exchange Act, and other relevant regulations. The Audit Committee of the Company is composed of all independent directors and operates in accordance with the Company's Audit Committee Charter, maintaining effective communication and contact channels with internal auditors, certified public accountants, and others within the company. 
 

For detailed organizational regulations and attendance at meetings, please refer to the Audit Committee Charter and the MOPS website.
 

1. Set and regularly review the policy, system, standard and structure of remuneration for directors (including the Chairman), and managerial officers above the grade of President and Vice President     based on the Company's goals, business performance, competitive environment and other factors.
2. Evaluate the outcomes of performance targets set for directors, the Chairman, and managerial officers above the grade of President and Vice President on a regular basis, then set the content and amount of individual remuneration based on individual performance evaluations. The content and amount of directors' remuneration should be reasonable and linked to the BOD performance.
3. Assess and determine the level of benefits for managerial officers above the grade of President and Vice President.
    

For detailed organizational regulations and attendance at meetings, please refer to the Remuneration Committee Charter and the MOPS website.
 

1. The identification of suitable candidates for recommendation to the BOD for appointment as Primax directors, President, CEO, CFO, and directors and supervisors at key subsidiaries.
2. A review of the qualifications of nominated candidates and advice to the BOD about any replacements that should be made.

Details on the committee charter and meeting attendance can be found in the Nomination Committee Charter and MOPS website.
 

1. Formulate, promote, and strengthen the company's sustainable development and risk management policies, annual plans and strategies, etc.
    
2. Review the adequacy of the risk management structure.
    
3. Review early warning and response measures for major risk management issues and supervise the improvement mechanism.
    
4. Supervise sustainability information disclosure matters and review sustainability reports.
    
5. Supervise the implementation of the company's sustainable development code of practice or other sustainable development-related work approved by the board of directors.
    
6. Review, track, and revise the implementation and effectiveness of sustainable development and risk management, and regularly report the implementation status to the board of directors.
    

The company established the "Risk Management Committee" on November 4, 2021, and the board of directors passed a resolution to change it to the "Sustainable Development and Risk Management Committee" on May 8, 2024. Details on the committee charter and meeting attendance can be found in the Risk Management Committee Charter and MOPS website

To improve the performance of board members, training courses are arranged by the Company in accordance with Primax Electronics Corporate Governance Principles, Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, and other relevant regulations on the latest domestic and overseas developments in economic, environmental and social governance. Topics included finance, risk management, business, commerce, accounting, law, corporate governance, integrity, ethics, and corporate social responsibility. These training courses help board members maintain their values, professionalism and capabilities. The 9 Primax directors attended 73.5 hours of continuing in education during 2024 and complied with the requirements set by“Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.”Re-elected directors were required to complete at least 6 hours of training during their term, while newly-elected directors were required to complete at least 12 hours. Please refer to the table below for further details on the continuing education of directors during 2024.

A Remuneration Committee has been created directly under the board of directors in accordance with the "Primax Electronics Remuneration Committee Charter" to review remuneration policies, systems, standards and structures, and to approve and evaluate performance targets for all directors, executives, and managers. The remunerations of directors include rewards and compensations. The Company Articles of Association stipulate that should the Company make a profit, no more than 2% of it shall be used as rewards for the directors. This is subject to discussion by the Remuneration Committee, resolution of the Board, as well as by presentation to a Meeting of the shareholders. Reasonable rewards are decided by reference to operation performance, contribution to such performance, and the outcome of appraisal by the Board. The Chairman’s remuneration is proposed by the HR Department after a consideration of the competitive environment, the operational risks on the basis of management regulations, and a bonus plan assessment. The Remuneration Committee makes a proposal after an assessment of performance which is then submitted to the board for approval. The relevant appraisals and reasonableness of compensations are reviewed by the Remuneration Committee and the Board. The remuneration system is subject to review based on the actual operation and relevant laws and regulations.

The Board of Directors undergoes a performance evaluation each December in accordance with the Primax "Rules for Performance Evaluation of the Board of Directors." An external evaluation of Board performance must also be conducted once every three years. According to the aforementioned rules, the performance evaluation should cover the following areas at a minimum:

Primax has implemented a "Corporate Governance Code of Conduct" and "Business Integrity Procedures and Behavioral Guidelines." These guidelines require any director, manager, or representative with a vested interest in a board meeting to disclose their involvement and refrain from participating in related discussions or voting. Moreover, they are prohibited from exercising proxy voting rights on behalf of other directors. Primax's directors adhere strictly to these standards, consistently abstaining from discussions that could present conflicts of interest. 

For more details, please refer to the "Corporate Governance" chapter of the company’s annual report.