Members of the Ninth Board of Directors
Term from May 24, 2024, to May 23, 2027
| Title | Name | Audit Committee | Remuneration Committee | Nomination Committee | Sustainability and Risk Management Committee |
| Chairman | Pan, Yuan-Chung | ü (Convener) | ü (Convener) | ||
| Director | Pan, Yung-Tai | ü | ü | ||
| Director | Duh, Jia-Bin | ||||
| Director | Lee, Ji-Ren Representative of Green Land Investment Limited |
ü | |||
| Independent Director | Wu, Chun-Pang | ü (Convener) | ü | ü | ü |
| Independent Director | Wang, Jia-Chyi | ü | ü | ü | |
| Independent Director | Ma, Hui-Fan | ü | ü (Convener) | ü | |
| Independent Director | Huang, Shiou-Chuan | ü | |||
| Independent Director | Lai, Fei-Pei | ü |
Audit Committee Roles
● For detailed organizational regulations and attendance at meetings, please refer to the Audit Committee Charter and the MOPS website
Remuneration Committee Roles
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
Nomination Committee Roles
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.
Sustainability and Risk Management Committee Roles
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.
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 comply with applicable laws and regulations of the ROC Company Act and Securities and Exchange Act.
Composition and 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.
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 judgments.
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.
The Primax Board is convened at least once a quarter. In 2024, 9 board meetings were held, 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 2025 including five independent directors (56%). Three of the independent directors have been in the position for fewer than 3 years and two independent director has been in the position for 6 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%).
| Category | Name | Basic Composition | Professional Experience | Professional Knowledge and Skills | ||||||||||||
| Gender | Nationality | Age | Length of Service as Independent Director | Industry | R&D | MKT. | Finance | Mgmt. | Leadership and Decision-making | Biz. Mgmt. | Risk Mgmt. | IT | F & A | Legal Affairs | ||
| Director | Pan, Yuan-Chung | Male | Republic of China | 61~70 | ü | ü | ü | ü | ü | ü | ü | ü | ||||
| Director | Duh, Jia-Bin | Male | Republic of China | ü | ü | ü | ü | ü | ü | ü | ü | |||||
| Director | Lee, Ji-Ren (Representative of Green Land Investment Limited) |
Male | Republic of China |
ü | ü | ü | ü | ü | ü | ü | ||||||
| Director | Pan, Yung-Tai | Male | Republic of China | 71~80 | ü | ü | ü | ü | ü | ü | ||||||
| Independent Director | Huang, Shiou-Chuan | Male | Republic of China | Less than 3 years | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||
| Independent Director | Lai, Fei-Pei | Male | Republic of China | 61~70 | ü | ü | ü | ü | ü | ü | ü | |||||
| Independent Director | Wu, Chun-Pang | Male | Republic of China | 6 to 9 years | ü | ü | ü | ü | ü | ü | ü | ü | ||||
| Independent Director | Ma, Hui-Fan | Female | Republic of China | Less than 3 years | ü | ü | ü | ü | ||||||||
| Independent Director | Wang, Jia-Chyi | Female | Republic of China | 51~60 | 3 to 6 years | ü | ü | ü | ü | ü | ü | |||||
Board of Directors' independence
|
Qualifi cation |
Meet one of the following professional qualifications,
with at least five years of work experience
|
Independence Status (Note) Number | Number of other public companies where the individual concurrently serves as an independent director | ||||||||||||||||||
| name | Currently serving as an instructor or higher post in a private or public college or university in the field of business, law, finance, accounting, or the business sector of the company |
Currently serving as a Currently serving as ajudge, prosecutor, lawyer, accountant, or other professional practice or technician that must undergo national examinations and specialized license | Work experience necessary for business administration, legalaffairs, finance, accounting, or business sector of the company | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||||||
| Pan, Yuan-Chung | ü | ü | ü | ü | ü | ü | ü | ü | 0 | ||||||||||||
| Pan, Yung-Tai | ü | ü | ü | ü | ü | ü | ü | ü | 0 | ||||||||||||
| Duh, Jia-Bin | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | ||||||||||
| Lee, Ji-Ren | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 1 | ||||||||
| Wu, Chun-Pang | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | |||||||
| Wang, Jia-Chyi | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | |||||||
| Ma, Hui-Fan | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | |||||||
| Huang, Shiou-Chuan | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | |||||||
| Lai, Fei-Pei | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | ||||||
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.
Directors' expertise and Independent Directors' independence
| Qualification
Name
|
Qualifications and Experience | Independence Status | Number of number Other Public Companies Where the Individual Concurrently Serves as an independent director |
| Pan, Yuan-Chung | Department of Electronics, Feng Chia University. He serves as the director, chairman, and general manager of the company and its subsidiaries. He has served in the PRIMAX Group for more than 35 years. He has also served as General Manager of Business Department of PRIMAX Group for many years. He has professional and rich industry knowledge and can effectively integrate group resources. Give full play to the advantages of the group's commander-in-chief and implement the PRIMAX Group's original intention of "Collaboration as the core and sustainability as the vision". In 2024, he served as the convener of the Company's second Sustainability and Risk Management Committee, leading the Company to achieve a top 5% ranking among listed companies in the 11th Corporate Governance Evaluation. In 2025, the Company was honored with three major sustainability awards from CommonWealth Magazine, including the “Corporate Citizenship Award,” the “Talent Sustainability Award,” and the “Family-Friendly Workplace Award,” demonstrating the Primax Group’s strong execution across the three pillars of Environmental, Social, and Governance (ESG). Possessing leadership decision-making, operational management, risk management, and information technology-related capabilities. There are no matters specified in Article 30 of the Companies Act. |
Non-independent director | None |
| Pan, Yung-Tai | Department of Mechanical Engineering, Chung Yuan Christian University. He serves as a senior executive and director of the Company and its subsidiaries, bringing over 37 years of experience in industry, R&D, management, and core business operations. He personally leads the Company's R&D team, integrates the Group's research and development resources, and drives deep technological advancement. As a member of the Company's Sustainability and Risk Management Committee, he guides the Company in advancing sustainability through practical actions, continuously introducing innovative green designs and low‑carbon processes, demonstrating PRIMAX's firm commitment to climate action. There are no matters specified in Article 30 of the Companies Act. |
None | |
| Lee, Ji-Ren | Doctor of Business Administration, University of Illinois, Urbana- Champaign; Associate Dean. He has served as Vice Dean engaging in Teaching and Resource Development, He has served as Vice Dean engaging in Teaching and Resource Development, Vice Dean of the School of Management, and Executive Director of the EMBA program at National Taiwan University. He is now a professor emeritus at the University of Taiwan. He is specialized in strategic management and planning of enterprises. He won the National Golden Book Award in 2014 and 2015 and has helped enterprises establish medium- and long-term growth strategies, develop organizational capabilities and leadership talents, and promote the transformation of enterprises. He has served as Manager of the Marketing Service Department of Boehringer Ingelheim Taiwan Ltd., Chairman of Cheng Zhi Education Foundation, representative and Director of AXR Entrepreneurship and Business ConsultingCo., Ltd., Chairman of B Current Impact Investment Fund3, Director of SocialEnterprise Insights Co., Ltd., Independent Director of Delta ElectronicsInc., Director of Commonwealth Education Media and Publishing Co., Ltd., Legal representative and director of Longchen Paper & Packaging Co., Ltd., Director of Commonwealth Education Media and Publishing Co., Ltd., Director of Commonwealth Magazine Co., Ltd., Independent Director of AirohaTechnology Corp., and Director of Advantech Co., Ltd. There are no matters specified in Article 30 of the Companies Act. |
1 | |
| Duh, Jia-Bin | MBA, Kellogg School of Management at Northwestern University USA, Master's in Hong Kong University of Science and Technology. He has served as the chairman, general manager, and chief strategy officer of the company. He has also served as the chairman of Foxcent Technology Co., Ltd., Chairman of Mobinnova Co., Ltd., and CEO of Cisco Systems, Inc., He has more than 30 years of relevant work experience in industry, R&D, marketing, and management. And has rich experience. Industry knowledge. He has the abilities in respects of decision-making, management, risk management, information technology, and financial accounting. There are no matters specified in Article 30 of the Companies Act. |
None | |
| Wu, Chun-Pang | MBA, University of Missouri, U.S.A He has over 35 years of relevant working experience in marketing, finance, management, and banking, the individual has long been deeply engaged in the financial industry and has accumulated extensive practical expertise in corporate governance and risk management. They also serve as a member of the Company's Sustainability Development and Risk Management Committee, and during their tenure as an independent director, have continued to pursue further education in sustainability-related topics, including carbon management, climate change, and corporate governance, thereby enhancing their multidisciplinary professional knowledge. He has a Bachelor of Law degree from National Taiwan University with legal expertise and relevant skills in leadership, decision making, business management, risk Management, and financial accounting, and can enhance the supervision function of the Board of Directors and functional committees. He was the General Manager of Deutsche Bank Taipei, Vice Chairman of Citibank, Head of Fidelity Investments Taiwan, Head and Managing Director of Bankers Trust New York Corporation, Vice General Manager of Chase Bank, and Representative of Institutional Director of Far Eastern International Bank. There are no matters specified in Article 30 of the Companies Act. |
The five independent directors listed herein, during the two years before their appointment and throughout their tenure, all meet the qualification requirements set forth by the Financial Supervisory Commission's "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and Article 14-2 of the Securities and Exchange Act. Furthermore, these independent directors have been granted the right to fully participate in decision-making and express their opinions in accordance with Article 14-3 of the Securities and Exchange Act, thereby executing their relevant duties independently. | None |
| Wang, Jia-Chyi |
Master of ManagementMaster of ManagementJ. L. Kellogg School of Management at Northwestern University(USA) There are no matters specified in Article 30 of the Companies Act. |
None | |
| Ma, Hui-Fan | MBA, Department of International Business, National Taiwan University. She has more than 30 years of work experience in Information Technology, She has more than 30 years of work experience in information technology, risk, and management, and good command of decision-making, management, risk management, and information technology. She can contribute to the quality of the board of directors and the supervision of its committees. She was Human Resources Director of NCR Corporation Greater China area, Human Resources Director of PE Bio Systems Asia Pacific area, Vice General Manager of the Human Resources Department at PRIMAX, Senior Vice President of Human Resources at Trend Micro Inc., Manager of Human Resources for TSMC, and Vice President of Human Resources at TSMC. There are no matters specified in Article 30 of the Companies Act. |
None | |
| Huang, Shiou-Chuan | Bachelor of Electrical Engineering at Tatung University. He has served as the vice president and vice chairman of many multinational companies such as HP Taiwan Information Technology Ltd., Hon Hai Precision Industry Co., Ltd., and Innolux. Corporation He participated in many company growth plans and was committed to electronics-related industries. He is currently the chairman of VIZIONFOCUS INC. He has rich corporate governance, marketing, industry knowledge, leadership and decision-making capabilities, and operation and management experience. He can contribute to the quality of the board of directors and the supervision of its committees. There are no matters specified in Article 30 of the Companies Act. |
None | |
| Lai, Fei-Pei | Ph.D. degree in computer science University of Illinois at Urbana-Champaign. He is a professor at the Department of Computer Science & Information Engineering and Department of Electrical Engineering, NTU. He has the experience required for corporate business. He has served as the chairman of the Institute of Information & Computing Machinery, and the Chairman of the Taiwan Information Technology Development Education Foundation. Independent director of HannStar Display Corporation. He can contribute to the quality of the board of directors and the supervision of its committees. There are no circumstances under Article 30 of the Company Law. |
1 |
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 90 hours of continuing in education during 2025 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 2025.
Title
|
Name
|
Date of
|
Date of Initial
|
Date of Class
|
Conducting Entity | Name of the Class |
Course
|
Total Training |
Director
|
Pan, Yuan-Chung
|
2024/5/24
|
2014/9/5
|
2025/07/31
|
Taiwan Stock Exchange Corporation | Taiwan's Capital Market Summit |
3
|
6
|
2025/12/15
|
Taipei Foundation of Finance | The Transformation Begins! Key Highlights of the 2026 Corporate Governance Evaluation as It Transitions into an ESG Assessment. |
3
|
|||||
Director
|
Pan, Yung-Tai
|
2024/5/24
|
2014/9/5
|
2025/12/04
|
The Greater Financial Association | 2026 Outlook on Global and Taiwan Economic, Financial, and Investment Trends |
3
|
6
|
2025/12/12
|
Taiwan Institute of Directors | Overview of the Guidelines for Appropriation, Credit Financing, and Guarantees, Along with Common FAQs |
3
|
|||||
Director
|
Duh, Jia-Bin
|
2024/5/24
|
2022/7/13
|
2025/02/19
|
Securities and Futures Institute | Corporate Governance 3.0: Sustainable Development Blueprint and the Responsibilities of Board Directors. |
3
|
24
|
| 2025/02/24 | The Greater Financial Association | The Impact of Trump’s New Tariff Measures on Global Economic Dynamics | 3 | |||||
| 2025/05/27 | Taiwan Academy of Banking and Finance | Establishing an Integrity Culture, Employee Conduct Standards, and Accountability Mechanisms: Practical Implementation and Case Analysis. | 3 | |||||
| 2025/07/17 | The Greater Financial Association | Key Financial Decisions Requiring the Attention of Board Directors and Supervisors. | 3 | |||||
| 2025/07/22 | Taiwan Corporate Governance Association | Risk Management and Strategic Analysis in Corporate Sustainability. | 3 | |||||
| 2025/09/17 | The Greater Financial Association | Supply Chain Restructuring Trends and Common Challenges for Taiwanese Businesses in Mainland China. | 3 | |||||
| 2025/09/19 | Taipei Foundation of Finance | Avoiding Cryptocurrency Risks: A Strategic Guide for Corporate Directors and Supervisors. | 3 | |||||
2025/09/30
|
Chung-Hua Institution for Economic Research | 2026 Outlook on Domestic, Global, and Cross-Strait Economic Developments. |
3
|
|||||
Director
|
Lee, Ji-Ren
|
2024/5/24
|
2004/8/26
|
2025/05/22
|
Taiwan Corporate Governance Association | Overview and Analysis of the Global Minimum Tax System. |
3
|
6
|
2025/10/29
|
Taiwan Corporate Governance Association | Sustainability, Risk Management, and Cybersecurity Challenges in the AI Era. |
3
|
|||||
Independent
|
Wu, Chun-Pang
|
2024/5/24
|
2018/10/25
|
2025/02/19
|
Securities and Futures Institute | Corporate Governance 3.0: Sustainable Development Blueprint and the Responsibilities of Board Directors. |
3
|
6
|
2025/02/21
|
Taiwan Corporate Governance Association | Implementing Effective Financial Statement Review Practices for Audit Committee Members. |
3
|
|||||
Independent
|
Wang, Jia-Chyi
|
2024/5/24
|
2019/6/18
|
2025/07/09
|
The Greater Financial Association | The Impact of Trump 2.0 on the Global Economy. |
3
|
6
|
2025/09/30
|
Chung-Hua Institution for Economic Research | Taiwan’s Energy Policy and the Development of New Energy Sources. |
3
|
|||||
Independent
|
Ma, Hui-Fan
|
2024/5/24
|
2023/5/23
|
2025/02/24
|
The Greater Financial Association | The Impact of Trump’s New Tariff Measures on Global Economic Dynamics |
3
|
12
|
| 2025/04/29 | Taiwan Academy of Banking and Finance | Financial Statement Review and Analysis for Board Directors and Supervisors. | 3 | |||||
| 2025/05/27 | Taiwan Academy of Banking and Finance | Establishing an Integrity Culture, Employee Conduct Standards, and Accountability Mechanisms: Practical Implementation and Case Analysis. | 3 | |||||
2025/07/25
|
Securities and Futures Institute | 2025 Seminar on Insider Trading Compliance |
3
|
|||||
Independent
|
Huang, Shiou-Chuan
|
2024/5/24
|
2010/5/1
|
2025/08/04
|
Taiwan Corporate Governance Association | Analyzing Cases of Corporate Control Battles. |
3
|
6
|
2025/11/10
|
Taiwan Corporate Governance Association | Corporate M&A: Directors’ Duties and Legal Practice. |
3
|
|||||
Independent
|
Lai, Fei-Pei
|
2024/5/24
|
2023/5/25
|
2025/03/25
|
Taiwan Academy of Banking and Finance | Practical Case Analysis of Criminal Liability for Directors and Supervisors. |
3
|
18
|
| 2025/04/29 | Taiwan Academy of Banking and Finance | Financial Statement Review and Analysis for Board Directors and Supervisors. | 3 | |||||
| 2025/06/10 | Taiwan Academy of Banking and Finance | Analysis of Key Practical Court Decisions in Corporate Governance. | 3 | |||||
| 2025/06/12 | Securities and Futures Institute | Transformation Opportunities and Challenges for Taiwanese Industries Amid Geopolitical Tensions: Exclusive PMI/NMI Analysis. | 3 | |||||
| 2025/07/25 | Securities and Futures Institute | 2025 Seminar on Insider Trading Compliance | 3 | |||||
2025/09/23
|
Taiwan Project Management Association | Board Performance Indicators and Evaluation. |
3
|
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:
| Subject | Board of Directors | Director members | Functional committees |
| Required areas of assessment |
1. Engagement in the operations of the Company. |
1. Grasping the goal of the company and mission. |
1. Engagement in the operations of the Company. 2. Awareness of the duties of a functional committee member. 3. Enhancement to the quality of functional committee decision-making. 4. Composition of the functional committee and selection of committee members. 5. Internal control. |
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.
| Material Improvement Needed | Improvement Needed | Average | Good | Excellent |
| 1 | 2 | 3 | 4 | 5 |
Grade Description
| Excellent | Consistent with better international governance practices. |
| Good | Consistent with better domestic governance practices. |
| Average | Consistent with domestic regulations or general standards. |
| Improvement Needed | Inconsistent with domestic regulations or general standards to a minor extent |
| Material Improvement Needed | Severe deficiencies exist. |
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
Internal performance evaluation for the 2025
Internal performance evaluation for the 2025 Board of Directors was completed at the end of 2025 in accordance with the rules. The evaluation of the Finance and Administration Department was conducted in questionnaire format.The consolidated results of the 2025 internal performance evaluation were presented to the Board of Directors on January 20, 2026. The ratings given by directors and committee members across all evaluation indicators ranged from 'Good' to 'Excellent' reflecting the Board's recognition of the completeness and smooth operation of the Company's existing governance mechanisms, including its functional committees.
The results of the Board performance evaluation and individual director performance evaluation ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Board of Directors | 4.98 |
| Director members | 4.77 |
The performance evaluation results for the Audit Committee, Compensation Committee, Nomination Committee, and the Sustainability and Risk Management Committee ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Remuneration Committee | 4.96 |
| Audit Committee | 4.76 |
| Nomination Committee | 4.93 |
| Sustainability and Risk Management Committee | 5.00 |
Internal performance evaluation for the 2024
Internal performance evaluation for the 2024 Board of Directors was completed at the end of 2024 in accordance with the rules. The evaluation of the Finance and Administration Department was conducted in questionnaire format.The consolidated results of the 2024 internal performance evaluation were presented to the Board of Directors on January 20, 2025. The ratings given by directors and committee members across all evaluation indicators ranged from 'Good' to 'Excellent' reflecting the Board's recognition of the completeness and smooth operation of the Company's existing governance mechanisms, including its functional committees.
The results of the Board performance evaluation and individual director performance evaluation ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Board of Directors | 4.91 |
| Director members | 4.74 |
The performance evaluation results for the Audit Committee, Compensation Committee, Nomination Committee, and the Sustainability and Risk Management Committee ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Remuneration Committee | 5.00 |
| Audit Committee | 4.70 |
| Nomination Committee | 4.86 |
| Sustainability and Risk Management Committee | 5.00 |
Internal performance evaluation for the 2023
Internal performance evaluation for the 2023 Board of Directors was completed at the end of 2023 in accordance with the rules. The evaluation of the Finance and Administration Department was conducted in questionnaire format.The consolidated results of the 2023 internal performance evaluation were presented to the Board of Directors on January 24, 2024. The ratings given by directors and committee members across all evaluation indicators ranged from 'Good' to 'Excellent' reflecting the Board's recognition of the completeness and smooth operation of the Company's existing governance mechanisms, including its functional committees.
The results of the Board performance evaluation and individual director performance evaluation ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Board of Directors | 4.91 |
| Director members | 4.84 |
The performance evaluation results for the Audit Committee, Compensation Committee, Nomination Committee, and the Risk Management Committee ranged between 4 (Good Agree) and 5 (Excellent Agree).
| Measurement Area | Evaluation Results |
| Remuneration Committee | 4.68 |
| Audit Committee | 4.95 |
| Nomination Committee | 4.87 |
| Risk Management Committee | 4.78 |
External Evaluation
The Company’s most recent external evaluation was the 2023 Board performance assessment, which was conducted by the Taiwan Investor Relations Institute (TIRI). TIRI was engaged as the external evaluation institution as it meets the criteria for external professional organizations set forth in Article 7 of the reference guidelines for ‘Board Self-Evaluation or Peer Evaluation of ○○ Co., Ltd.’ The services provided by TIRI include organizing board-related training programs and supporting enhancements in corporate governance, risk management, and internal control and audit systems. Its evaluation team is independent and professionally qualified.
TIRI completed the evaluation in December 2023 using tools aligned with leading domestic and international practices. The evaluation methodology incorporated three approaches: data analysis, questionnaires, and interviews. The evaluation metrics covered the following dimensions:：
| Subject | Board of Directors | Director members | Functional committees |
| Measurement Area | 5 Key Aspects and 39 Assessment Items | 6 Key Aspects and 23 Assessment Items | 5 Key Aspects and 27 Assessment Items |
| Aspect Description |
1. Engagement in the operations of the Company. 2. Enhancement of the quality of decision-making of the BOD. 3. Composition and structure of the BOD. 4. The election and continuing education of the members of the BOD. 5. Internal control. |
1. Grasping the goal of the company and mission. 2. Awareness of the duties of directors. 3. Engagement in the operations of the Company. 4. Internal relationship management and communications. 5. The election and continuing education of the directors. 6. Internal control. |
1. Engagement in the operations of the Company. 2. Awareness of the duties of a functional committee member. 3. Enhancement to the quality of functional committee decision-making. 4. Composition of the functional committee and selection of committee members. 5. Internal control. |
Comprehensive External Board Performance Evaluation Results for 2023:
The overall Board and individual directors demonstrate objectivity and independence, and the Company continues to advance gender equality initiatives. In addition, to maintain the professionalism and experience of Board members and senior management, succession plans for Board members and key executives have been established.
The evaluated company has established an Audit Committee, Compensation Committee, Nomination Committee, and Risk Management Committee, which strengthen supervisory functions and enhance management effectiveness.
The overall evaluation results ranged from'Agree' to 'Strongly Agree' (based on a five‑level rating scale, where 1 represents 'Strongly Disagree' and 5 represents 'Strongly Agree').
Recommendations and future improvements derived from the 2023 external performance evaluation of the Primax Board of Directors:
| Subject | Board of Directors、Director members、Functional committees |
| Recommendation | 1. Organize an annual strategic consensus workshop for the Board of Directors. 2. Clearly delineate the responsibilities of the Chairperson and the President/CEO. 3. Increase the proportion of female directors to one‑third of the Board. 4. Plan ahead for linking director and senior executive compensation with ESG performance. 5. Begin early planning for alignment with the IFRS Sustainability Disclosure Standards. 6. Elevate the Corporate Sustainability Office to the level of a functional committee. |
| Improvement plan | 1. The Company has arranged more than two managerial reporting meetings annually and will continue to strengthen communication channels between the Board of Directors and the management team. 2. The Company has established a Compensation Committee and a Nomination Committee. In planning performance linkage and candidate selection for directors and senior executives, a more comprehensive approach is adopted to align with operational needs and ESG requirements. 3. The Company is planning the organizational positioning of the Corporate Sustainability Office and the Risk Management Committee within the corporate structure. 4. The Company has begun planning in accordance with the Financial Supervisory Commission’s roadmap for aligning with the IFRS Sustainability Disclosure Standards. |
The general outcome of all the internal and external performance evaluations was reported to the Board on January 24, 2024. Please refer to the 2023 Annual Report for further details.
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 the avoidance of such conflict by the highest governance body, please refer to the corporate governance chapter on "Page 23 of the 2024 Annual General Meeting Report."