2024 Board Composition

Chairman

Pan, Yung-Chung

V (Convener)

V (Convener)

Director

Pan, Yung-Tai

Director

Duh, Jia-Bin

Director

Lee, Ji-Ren

Representative of 
Green Land Investment
Limited

Independent Director

Wu, Chun-Pang

V (Convener)

Independent Director

Wang, Jia-Chyi

Independent Director

Ma, Hui-Fan

  V (Convener)

Independent Director

Huang, Shiou-Chuan 

Independent Director

 Lai, Fei-Pei

Audit Committee Roles

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

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Remuneration Committee Roles

Nomination Committee Roles

Sustainability and Risk Management Committee Roles

Method of Directors Election

According to the Articles of Incorporation, directors (including independent directors) shall be elected according to the Candidate Nomination System. The professional qualifications and concurrent positions held, method of nomination and election, and other matters concerning independent directors shall be in compliance with applicable laws and regulations of the ROC Company Act and Securities and Exchange Act.

Diversification of The Board members

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 the 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. In 2024, eight board meetings have been held as of August and the average attendance rate for all directors was 100%.

Board diversity is important to Primax and phased targets have been set: The number of women or foreigners sitting on the Board must exceed 10% by 2021 (completed), exceed 20% between 2024 and 2027(completed), and exceed 30% between 2030 and 2033.

Nine people sat on the Primax Board in 2024 including five independent directors (56%). Three of the independent directors have been in the position for fewer than 3 years,  one independent director has been in position for 3 to 6 years and one independent director has been in the position for 3 to 9 years. There were seven male directors (78%) and two female directors (22%) on the board. Two directors were aged between 71 and 80 years of age (22%), six were aged between 61 to 70 years of age (67%), and one was aged between 51 and 60 years of age (11%). Board directors, therefore, come fro from different age groups and generational change is gradually taking place.

In terms of the professional backgrounds of the directors: nine had experience in the industry and management (100%), four had experience in R&D (44%), six had backgrounds in marketing (67%), and two had financial experience (22%). In terms of the professional knowledge and skills required for directors, nine possessed the necessary knowledge and skills for leadership, decision-making, operations, and management (100%); seven of them had knowledge and skills of risk management (78%); five had an IT background (56%); five had financial and accounting backgrounds (56%), and one had legal knowledge and skills (11%).

Board of Directors' independence

Note: For any director or supervisor who fulfills the relevant condition(s) for two fiscal years before being elected to the office or during the term of office,
please provide the [ü] sign in the field next to the corresponding conditions.
(1) Is not an employee of the Company or its affiliates.
(2) Is not a director or supervisor of the Company or its affiliates (the same does not apply, however, in cases where the person is an independent director
      in accordance with of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent 
     company the laws of Taiwan or with the laws of the country of the parent company, subsidiary or subsidiary of the same parent company).
(3) Does not directly or indirectly own more than 1% of the Company’s outstanding shares, nor is one of the top ten non-institutional shareholders of the Company.
(4) Is not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of managers specified in the column (1) or
      any person specified in the column(2) and (3).
(5) Is not a director, supervisor, or employee of a legal entity that directly owns more than 5% of the Company’s issued shares or are the top five owners of
     the Company’s issued shares, nor a director, supervisor or employee of a legal entity which designates a representative to serve as a director or supervisor of
     the Company in accordance with Article 27, paragraph 1 or 2 of the Company Act (the same does not apply, however, in cases where the person is an
     independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same parent
     company in accordance with the laws of Taiwan or with the laws of the country of the parent company, subsidiary or subsidiary of the same parent company).
(6) Is not a director, supervisor, or employee of other company, and more than half of directors or voting shares of other company are controlled by the same
     (the same does not apply, however, in cases where the person is an independent director of the Company who serves concurrently as a person Independent
     director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of the country
     of the parent company, subsidiary, or subsidiary of the same parent company).
(7) Is not a director, supervisor, or employee of other company, and Chairman, President or Manager with equivalent position of other company are the same
     person or spouse (the same does not apply, however, in cases where the person is an independent director of the Company who serves concurrently as an
     Independent director of its parent company, subsidiary, or subsidiary of the same parent company in accordance with the laws of Taiwan or with the laws of
      the country of the parent company, subsidiary, or subsidiary of the same parent company).
(8) Is not a director, supervisor, or manager of a company which has a business relationship with the Company, nor a shareholder who owns more than 5% of such
      a company (the same does not apply, however, in cases where a company owns more than 20% but less than 50% of the Company’s issued shares and the person
      is an independent director of the Company who serves concurrently as an independent director of its parent company, subsidiary, or subsidiary of the same
     parent company in accordance with the laws of Taiwan or with the laws of the country of the parent company, subsidiary, or subsidiary of the same parent company).
(9) Is not an owner, partner, director, supervisor, manager, or spouse of any sole proprietor business, partnership, company, or institution which has provided
      the Company and its affiliates with auditing or services of finance, business consult, and legal affairs for which the accumulated remuneration in the past
      two years does not exceed NTD 500,000, provided that this restriction does not apply to any member of the compensation committee, public  tender offer 
      review committee, or special committee on mergers and acquisitions exercises powers according to related regulations such as the
     “Securities and Exchange Act” or the “Business Mergers And Acquisitions Act.”
(10) Is not a spouse or relative within the second degree of kinship of any of the directors.
(11) Is not under any condition pursuant to Article 30 of the Company Act.
(12) Is not a legal entity owner or its representative pursuant to Article 27 of the Company Act.

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Directors' expertise and independent directors' independence

Continuing education of directors

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 nine Primax directors attended 66 hours of continuing in education during 2023 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 2023.

Title

Name

Date of 
Appointment

Date of 
Initial Appointment

Date of Class

Conducting Entity 

Name of the Class

Course 
Duration

Total Training 
Hours
 for the Year

Director

Duh, Jia-Bin

2021/7/13

2021/7/13

2023/6/2

Chinese National Association of Industry and
Commerce, Taiwan (CNAIC) 

2023 Taishin Net Zero Summit

3

6

2023/9/4

Financial Supervisory Commission (FSC)

The 14th Taipei Corporate Governance Forum (Morning Session)

3

Director

Pan, Yung-Tai

2021/7/13

2014/09/05

2023/12/13

Greater China Financial and Economic
DevelopmentAssociation

Corporate Circular Economy and Sustainability

3

6

2023/12/21

Taiwan Project Management 
Association

ESG Investing and Corporate SocialESG Investing and
 Corporate SocialResponsibility

3

Director

Pan, Yung-Chung

2021/7/13

2014/09/05

2023/10/13

Securities and Future Institute 

2023 Insider Trading Prevention Seminar

3

6

2023/11/22

Taiwan Project Management 
Association

ESG Investing and Corporate SocialESG Investing and
 Corporate SocialResponsibility

3

Director

Green LandGreen Land 
Investment Limited
Representative:

Lee, Ji-Ren

2021/7/13

2004/8/26

2023/3/16

Taiwan Corporate Governance Association 

World Economic Outlook for 2023

1.5

9 

2023/5/4

Taiwan Corporate Governance Association 

Global Future Risks and Opportunities for Global Future Risks and
 Opportunities for Sustainable Transformation 2023

1.5

2023/7/31

Taiwan Corporate Governance Association 

AI Technologies, Applications and AI Technologies, 
Applications andSocioeconomic Impact

3

2023/12/5

Taiwan Institute of Directors

Generative AI Leading Industry and BusinessGenerative
 AI Leading Industry and Business Transformation

3

Independent 
Director

Cheng, Chih-Kai

2021/7/13

2015/06/29

2023/4/11

Securities and Future Institute 

Global Economy and Industry TechnologyGlobal Economy and
 Industry TechnologyDevelopment Trends

3

6 

2023/5/30

Taiwan Corporate Governance Association 

The Emerging Risk: Climate Change

3

Independent 
Director

Wu, Chun-Pang

2021/7/13

2017/06/15

2023/3/28

Securities and Future Institute 

How to Supervise the Company to Establish andHow to 
Supervise the Company to Establish and promote Comprehensive
Risk Management for the Board

3

6 

2023/3/30

Securities and Future Institute 

Economy and Industry Trends 2023

3

Independent 
Director

Wang, Jia-Chyi 

2021/7/13

2019/06/18

2023/2/14

Taiwan Corporate Governance Association

New Challenge to Corporate Governance as
New Challenge to Corporate Governance asESG Knocking

3

6 

2023/5/19

Greater China Financial and greater China 
Financial and Economic Development Association

ESG and Compliance

3

Independent 
Director

Shen, Ying-Chuan

2021/7/13

110/6/24

2023/5/24

Taiwan Institute of Directors

SAP NOW Taiwan Sustainable Practices: Leading to the Future

3

6

2023/9/4

Financial Supervisory Commission (FSC)

The 14th Taipei Corporate Governance Forum (Afternoon Session)

3

Independent 
Director

Ma, Hui-Fan

2021/7/13

112/5/23

2023/5/24

Taiwan Institute of Directors

SAP NOW Taiwan Sustainable Practices: Leading to the Future

3

15

2023/5/30

Securities and Futures Institute

(Independent) Director, Supervisor and(Independent) Director, 
Supervisor and corporate Governance Officer Practical Workshop

12

Directors' remuneration

A Compensation Committee has been created directly under the board of directors in accordance with the "Primax Electronics Compensation Committee Charter" to review remuneration policies, systems, standards, and structures, and to approve and evaluate performance targets for all directors, executives, and managers. None of the committee members have undertaken this role within concurrent Company service.

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 Compensation 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 Compensation 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 Compensation Committee and the Board. The remuneration system is subject to review based on the actual operation and relevant laws and regulations.

The Compensation Committee, which has been created directly under the board of directors in accordance with the "Primax Electronics Compensation Committee Charter", reviews the remuneration policies, systems, standards, and structures, and approves and evaluates performance targets for all directors, executives, and managers. None of the committee members have undertaken this role while concurrently serving with the company.

Directors' remuneration is paid according to the Company Articles of Incorporation. The remuneration of Executives and managers is a combination of fixed salary, a year-end bonus, and variable bonuses that are determined based on yearly performance results. Fixed salaries are set at a level deemed competitive within the industry, whereas variable bonuses are calculated at the beginning of each year based on a number of factors including the overall business environment, company growth, performance targets and weights, and how these targets are accomplished. These sums are reviewed by the Compensation Committee and are subject to approval by the board of directors. The Company may issue stock options, restricted shares or use other incentives of material effect to retain managers who exhibit long-term potential. These incentives are also reviewed by the Compensation Committee and are subject to approval by the board of directors.

Performance Evaluation for Board of Directors

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:

Outcome of the evaluation is rated using a 5-grade scale. Results of the evaluations are also reported to the BOD for review and improvement.

Grade Description

Performance evaluations are conducted by Primax for the entire Board, individual Board members, and functional committees (Audit and Compensation) in accordance with the aforementioned rules and scope of evaluation. Evaluations take the form of internal self-assessment by the Board, self-assessment by Board members, and performance evaluations conducted by external bodies, experts or other means as appropriate.

Internal performance evaluation for the 2020 Board of Directors was completed at the end of 2020 in accordance with the rules. The evaluation of the Finance and Administration Department was conducted in questionnaire format. Performance evaluations of the Board, the Board members, and of the Audit and Compensation Committees all produced outcomes ranging from Good to Excellent. The average scores given by directors for each questionnaire ranged from 4.96 (Agree) to 5 (Strongly agree). The Directors concluded that the Primax Board and its functional committees were working smoothly and effectively.

The most recent external evaluation of Board performance was conducted in 2020 by KPMG Taiwan which satisfies the criteria for an external evaluation institution as defined in Article 7 of the “Sample Template of "Self-Evaluation or Peer Evaluation of the Board of Directors of XX Co Ltd." Services provided by KPMG Taiwan include education and training courses for company boards, the improvement of corporate governance, risk management, internal controls and audits. The KPMG evaluation team has all the necessary independence and professionalism.

KPMG completed the assessment in December 2020, using domestic and international tools to carry out an evaluation of best practices. This took three forms: data analysis, questionnaires, and interviews. The areas assessed, including individual aspects, are listed below:

The outcome of the 2020 external evaluation of general Board performance:

Polices and processes have been put into place for the Board as a whole and for individual directors in accordance with the relevant laws and domestic corporate governance indicators. Board directors possess the relevant qualifications and ability, and there is appropriate division of labor to ensure the effective function of the Board and functional committees (Audit and Compensation Committees). Overall performance was found to range from Good to Excellent.

Recommendations and future improvements derived from the 2020 external performance evaluation of the Primax Board of Directors:

The general outcome of all the internal and external performance evaluations were reported to the Board on January 22, 2021. Please refer to the 2020 Annual Report for further details.

The Company "Rules for Performance Evaluation of the Board of Directors"

The avoidance of conflicts of interest

The Company has implemented a "Corporate Governance Code of Conduct" and "Business Integrity Procedures and Behavioral Guidelines." These clearly state, that should a director, manager, board meeting participant, or any of the corporate entities represented by them, be a stakeholder in a matter under discussion at a board meeting, the party must make this fact known to the meeting, disclose the stakes involved, and shall disassociate themselves from all discussions and voting in conflict with the interests of the company. Furthermore, the concerned party may not exercise proxy voting rights on behalf of any other directors. All Company directors are highly disciplined in their conduct and have always managed to disassociate themselves from agendas that present conflicts of interest. For more disclosures regarding avoidance of such conflict by the highest governance body, please refer to the corporate governance chapter on "Page 24 of the 2023 Annual General Meeting Report."