FITI GROUP
Investor Relations

Corporate Governance

Board of Directors

The Board of Directors serves as the highest governing unit of the company, with its main functions being the appointment and dismissal of executives, as well as conducting internal and external audits. It oversees the company's operational performance and reviews the establishment of internal regulations to ensure compliance with legal requirements and strengthen management capabilities. The operations of the Board of Directors are conducted in accordance with the Board Meeting Regulations. The Board has established an Audit Committee consisting of four independent directors and a Salary Committee consisting of three independent directors. These committees assist the Board in supervising important issues such as strengthening internal monitoring mechanisms, ensuring proper presentation of financial statements, effective implementation of internal controls, compliance with relevant laws and regulations, and the management of existing or potential risks. They are also in charge of determining the salary and remuneration of directors and senior management personnel.

- Basic Information -

According to the articles of association of Fiti, the Board of Directors of Fiti currently consists of seven directors, including four independent directors. The current Board of Directors is the ninth term Board of Directors with the term being from May 30, 2023 to May 29, 2026.

  • YOUNG LIU Chairman
    Hongyuan International Investment Co., Ltd
    Corporate Representative
    • Education

      ♦ Bachelor of Electrophysics, National Chiao Tung University

      ♦ Masters of Electrical Engineering and Computer Science, University of Southern California

      Experience

      ♦ Hon Hai Precision Industry Co., Ltd. (Chairman/CEO)

      ♦ Fu Tai International Investment Co., Ltd. (Director)

      ♦ Shanghai Ketai Century Technology Co.,Ltd. (Director)

      ♦ Foxtron Vehicle Technologies Co.,Ltd. (Chairman)

  • KEVIN CHIU Director
    • Education

      ♦ Univerity of Nevada, Las Vegas (Electrical Engineering)

      Experience

      ♦ Foxsemicon Integrated Technology (Shanghai) Inc. (Chairman/President)

      ♦ Foxsemicon Integrated Technology Inc. (President/CEO)

      ♦ FOX AUTOMATION TECHNOLOGY INC. (Director)

      ♦ ZAP Surgical Systems, Inc. (Director)

  • HUANG, JUNG-CHING Director
    • Education

      ♦ Universitat Hamburg (Medical PhD)

      Experience

      ♦ Kaohsiung Veterans General Hospital (Dean)

      ♦ Medical Foundation in Memory of Dr. Deh-Lin Cheng (Director)

      ♦ St. Joseph Hospital Visiting Doctor

  • FRANK LEE Independent Director
    • Education

      ♦ University of Cincinnati, Ohio, M.S & Ph.D Materials Science

      Experience

      ♦ Photronics DNP Mask Corp. (Chairman/President)

  • CHEN, HSI-CHIH Independent Director
    • Education

      ♦ Chinese Culture University (Master of Accounting Institute)

      Experience

      ♦ Deloitte & Touche (The Auditor of Audit Department)

      ♦ Taipei Exchange,TPEx (The Specialist of Listing Examination Department)

      ♦ Zhi-Ding CPA Firm (Certified Public Accountant)

      ♦ DA HUI limited(Director)

  • WU, SHU HUI Independent Director
    • Education

      ♦ National Taiwan University (Master of EMBA Accounting Group)

      Experience

      ♦ AXIS CORPORATION (Director)

      ♦ TA CHENG CPAs & Co. (Partner)

      ♦ ShengChang Consultant Co., Ltd. (President)

  • HUANG, YA-HUI Independent Director
    • Education

      ♦ National Taiwan University (Master of EMBA Finance Group)

      Experience

      ♦ Ambassador Hotel (Independent Director)

      ♦ Advagene Biopharma Co., Ltd.(Independent Director)

      ♦ Hsinjing Holding Co., Ltd. (Director)

      ♦ Taiwan High Court (Judge)

- Experience -

1. More than 5 years of experience and professional qualifications:

A. Lecturer or above for Related Departments in Colleges (Business, Legal Affairs, Finance, Accounting).

B. Judge, Procecutor, Lawer, CPA, or Professioanls passing National Exams or possessing qualified certifications.

C. Business, Law, Finance, Accounting, or Business related experience.

※ Those who meet the above conditions are marked as follows:

§ Hongyuan International Investment Co., Ltd (Corporate Representative) / YOUNG LIU:C

§ KEVIN CHIU:C

§ HUANG, JUNG-CHING:C

§ FRANK LEE:C

§ CHEN, HSI-CHIH:B、C

§ WU, SHU HUI:B、C

§ HUANG, YA-HUI:B、C


2. Criteria for Independence:

(1) Not an employee of this Company or its affiliates.

(2) Not a Director or Supervisor of the Company or its affiliates. (However, this is not applicable to those who is an independent director of the company or its parent company, or a subsidiary of the company that directly or indirectly holds more than 50% of the voting shares).

(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of outstanding shares of the Company or ranking in the top ten in holdings.

(4) Not a spouse, second-degree relatives or third-degree relatives of those listed in the above three items.

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

(6) Not a director, supervisor, manager or a shareholder holding five percent or more of the shares of a company or institution that has a business or financial relationship with the Company.

(7) Not a professional individual who provides services or consultation in business, legal, finance, or accounting to the Company or its any related companies, nor an owner, partner, director, supervisor, officer or spouse of a sole proprietorship, partnership, company, or institution. However, this does not apply to the members of the Compensation Committee who perform their duties based on Article 7 of the "Regulations Governing the Appointment and Exercise of Powers by the Compensation Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter".

(8) Not a spouse or a second-degree relative of any other Director of the Company.

(9) No violations of Article 30 of the Company Act.

(10) Not a governmental, judicial person or its representative as defined by Article 27 of the Company Act.

※ Each director and supervisor who meets the above conditions two years before election and during his/her term of duty shall be marked as follows:

Director 1 2 3 4 5 6 7 8 9 10
YOUNG LIU -- --
KEVIN CHIU -- --
HUANG, JUNG-CHING
FRANK LEE
CHEN, HSI-CHIH
WU, SHU HUI
HUANG, YA-HUI

♦ Director / YOUNG LIU:Hongyuan International Investment Co., Ltd (Corporate Representative)


3. Number of independent directors of other public companies

§ Hongyuan International Investment Co., Ltd (Corporate Representative) / YOUNG LIU:NA

§ KEVIN CHIU:NA

§ HUANG, JUNG-CHING:NA

§ FRANK LEE:NA

§ CHEN, HSI-CHIH:NA

§ WU, SHU HUI:NA

§ HUANG, YA-HUI:2

- Performance Evaluation Results of the Board -

♦ To report 2022 Performance Evaluation Results of the Board on Feb, 24 2023 BOD Meeting

  • 2022
  • 2021
  • 2020
  • 2019
  • 2018
  • 2017
  • 2016

- Professional Diversity -

1. Professionalism and independence of the Board of Directors:

According to Article 20, Item 3 of the Company's "Code of Practice on Corporate Governance", the composition of the Board of Directors should focus on gender equality and generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goals of corporate governance, the Board of Directors as a whole should have the following capabilities:

1、Operational judgement skills.

2、Accounting and financial analysis skills.

3、Operational management skills.

4、Crisis management skills.

5、Industry knowledge.

6、Global market view.

7、Leadership skills.

8、Decision making skills.


2. Board member diversity:

FITI's Board of Directors consists of 7 directors, including 3 board members and 4 independent board members. Board members possess expertise including finance, business, law, medical and management. In addition, to achieve gender equality, this Board is composed of 28% female board members (2 out of 7 members).

Actual Results:

§ Foundation →

Director Nationality Sex Employee Age Independent Board Member for x years
41-50 years old 51-60 years old 61-70 years old 71-75 years old < 3 years 3-9 years >9 years
YOUNG LIU Republic of China Male -- -- -- -- -- -- --
KEVIN CHIU Republic of China Male -- -- -- -- -- --
HUANG, JUNG-CHING Republic of China Male -- -- -- -- -- -- --
CHEN, HSI-CHIH Republic of China Male -- -- -- -- -- --
FRANK LEE Republic of China Male -- -- -- -- -- --
WU, SHU HUI Republic of China Female -- -- -- -- -- --
HUANG, YA-HUI Republic of China Female -- -- -- -- -- --

♦ Director / YOUNG LIU:Hongyuan International Investment Co., Ltd (Corporate Representative)


§ Diversity within the members of the Board of Directors →

Director Operational judgement skills Accounting and financial analysis skills. Operational management skills. Crisis management skills. Industry knowledge. Global market view. Leadership skills. Decision making skills.
YOUNG LIU --
KEVIN CHIU --
HUANG, JUNG-CHING -- -- --
CHEN, HSI-CHIH -- --
FRANK LEE --
WU, SHU HUI -- --
HUANG, YA-HUI --