Corporate Governance

iCatch’s SoCs are powering a diversity of camera applications in multiple markets.

 

Member of the board:(6th Term: From 2024/05/27 to 2027/05/26) 

Title Name Educational Background & Major Working Experiences
Chairman Sen Chou, Lo (Legal representative of Egis Technology Inc.)
Education
 
Master of Business Administration - National University, San Jose, USA.
Master of Computer Science - California State University, Chico, USA.
 
Chairman
 
Egis Technology,Inc.
Alcor Micro Corporation
AlgolTek Inc.
 
Director
Silicon Optronics, Inc.
ENE Technology Inc.
Director
Lin, Kung-Yi(Legal representative of Egis Technology Inc.)
 
Master of Electrical Engineering - National Yang Ming Chiao Tung University.
 
Director
 
Evershine BPO Services Corp.
Luxsentek Microelectronics Corp
AISTORM, INC.
 
Independent director
 
P-DUKE Technology Co., Ltd.
 
Consultant
 
Egis Technology Inc./div>
Director
Peng, Chih-Chiang(Legal representative of Egis Technology Inc.)
Education
Doctor of Philosophy - National Yang Ming Chiao Tung University
 
Chireman
Puriumfil Inc.
United Microelectronics Corporation.
 
Director
Fortune Venture Capital Corp.
TXC Corporation
Topoint Technology Co., Ltd.
 
President
Fortune Venture Capital Corp.
Director
Chan, Wen-Hsiung (Legal representative of Egis Technology Inc.)
Education
Master of International Business - National Taiwan University.
 
Chairman
Advanced Echem Materials Company Limited .
 
Director
Sunplus Technology Co., Ltd.
Ability Enterprise Co., Ltd.
Hi-Yes Group
 
Independent director
Elitegroup Computer Systems Co., Ltd.
 
Director Lin, Che-Wei(Legal representative of Egis Technology Inc.)
Education
Master of Electrical Engineering - University of Missouri Columbia.
 
Director
ASMedia Technology Inc.
WT Microelectronics Co., Ltd.
Applied Optoelectronics, Inc.
 
President
ASMedia Technology Inc.
Director Huang, Chou-Chieh
Education
Master of Electrical Engineering - National Tsing Hua University.
 
Chairman
Sunplus Technology Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
Lin Hsu Investment Co., Ltd.
 
Director
Global View Co., Ltd. Etc.
Independent Director Hsieh, Ming-Lin
Education
Master of Business Administration - National Taiwan University.
 
Major Working Experiences
Chairman of Gold Sense Investment Limited.
Director & president of Powerchip Investment Holding Corporation.
Director of AP Memory Technology Corporation.
Director of Hi-Yes Group.
Director of Powercoin Technology Corporation.
Independent Director Chan, Hui-Fen
Education
Master of Law, Boston University.
Bachelor of Law, National Taiwan University.
 
Major Working Experiences
Presiding counsel of R.S. International Law Firm.
Chairman of Vision & Low Immigration.
Independent director of ITEQ Corporation.
Independent director of Formosa I Wind Power Co., Ltd.
Independent director of Taiwan Mask Corporation.
Independent Director Lo, Cui-Wen
Education
Bachelor of Construction Management, Chung Hua University
 
Major Working Experiences
Chairman & president of TraTec International Co., Ltd.
Chairman of TraTec Development Limited.
Director of Springfield Technologies & Intelligence Inc.
Consultant of Wuxi Directly Technology Co., Ltd.
 


Diversity and independence of the Board of Directors:

1. Diversity policy and objectives of the Board of Directors as well as fulfillment status:

(1) Diversity policy
The Company advocates and respects the diversity policy of directors. To strengthen corporate governance and promote the sound development of composition and structure of the Board of Directors, the Company believes that the diversity policy benefits the improvement of its overall performance. The members of the Board of Directors shall be selected and appointed in principle of “recruitment on the basis of intellectual ability” with diversified complementary capabilities in the cross-industry fields, including basic composition (e.g., age, gender, nationality, etc.), relevant industry experience and skills (e.g., law, accounting, industry, finance, marketing, or technology), as well as operation judgment capabilities, operation management capabilities, leadership, decision-making capabilities, crisis handling capabilities, etc. To strengthen the functionality of the Board of Directors and fulfill the ideal goal of corporate governance, the following capabilities required of the Board of Directors as a whole are as follows in accordance with Article 20 of “Corporate Governance Best Practice Principles” of the Company: 1. Operation judgment capabilities; 2. Accounting and financial analysis capabilities; 3. Operation management capabilities; 4. Crisis handling capabilities; 5. Industrial knowledge; 6. Awareness of international market; 7. Leadership; 8. Decision-making capabilities.
 
(2) Specific management objectives of the diversity policy and fulfillment status:
The Board of Directors of the Company shall offer guidance for the corporate strategies, supervise the management, and take responsibility for the Company and the Shareholders’ Meeting. The operations and arrangements made regarding the corporate governance system shall ensure that the Board of Directors exercises its functions and powers in accordance with laws and regulations, the Articles of Association, provisions of the Corporate Governance Best Practice Principles, or resolutions made by the Shareholders’ Meeting.
The specific management objectives are as follows:
  •  The number of independent directors exceeds one third of all directors.
  • The Board of Directors of the Company also attaches importance to gender equality of the Board members which shall include at least one female director.
  • Among the Board members, directors concurrently serving as managers of the Company shall better not exceed one third of all directors, to realize the purpose of supervision.
  • There shall be more than half number of directors who do not have a spousal relationship or kinship with the second degree.
  • The tenure of independent directors shall not exceed 3 sessions, to maintain their independence.
  • There shall be more than half number of the Board members of the Company with professional backgrounds in industry, marketing, and technology, and at least one of them shall be specialized in finance, accounting, and law, to assist the Company’s cultivation of operation judgment capabilities, operation management capabilities, etc.
  • The comprehensive average shall be above 85% regarding the adequate and diversified professional knowledge and skills of the Board members of the Company.
  1.  
Management objective
Fulfillment status
i. The number of independent directors exceeds one third of all directors.
Fulfilled
ii. The Board members which shall include at least one female director.
Fulfilled
iii. Directors concurrently serving as managers of the Company shall better not exceed one third of all directors.
Fulfilled
iv. There shall be more than half number of directors who do not have a spousal relationship or kinship with the second degree.
Fulfilled
v. The tenure of independent directors shall not exceed 3 sessions.
Fulfilled
vi. There shall be more than half number of the Board members with professional backgrounds in industry, marketing, and technology, and at least one of them shall be specialized in finance, accounting, and law.
Fulfilled
vii. The comprehensive average shall be above 85% regarding the adequate and diversified professional knowledge and skills of the Board members of the Company.
Fulfilled
 
(3) Fulfillment status of diversity of the Board members:
The 6th Board of Directors of the Company comprises nine members (including 3 independent directors) with independent directors accounting for 33%. The tenure of all independent directors does not exceed 3 sessions. The Company is aware that all the directors have abundant operation management capabilities, leadership, decision-making capabilities and industrial knowledge. Mr. Hsieh, Ming-Lin, an independent director, has the professional competence in financial management. Mrs. Chan, Hui-Fen, an independent director, has the professional background of a practicing lawyer. Mrs. Lo, Cui-Wen, an independent director, has experience in business management capabilities. These three independent directors may offer professional suggestions to the Company from different aspects.
 
The diversity policy of the members of the current Board of Directors and the implementation status are as follows:
 
2.Independence of the Board of Directors: 
Directors (including independent directors) of the Company were comprehensively reelected in Shareholders’ Meeting 2024 . Currently, the Board of Directors comprises 9 directors including 3 independent directors who account for 33.33% of all directors. None of these directors concurrently serve as managers of the Company. After listing of the Company on November 4, 2022, the Board of Directors adopted “Candidate Nomination System”. All the candidates of directors were nominated and passed qualification review, the Board of Directors passed a resolution and submitted it to the Shareholders’ Meeting for appointment. No director has spousal relationship or kinship within the second degree with each other. 
 
 
 

Operation of the Board of Directors:

A total of 5 meeting was convened by the fifth Board of Directors in 2023. The average attendance rate of all directors reached  95.56%,The attendance of the directors is as follows:
Title
Name
Attendance by person (B)
Attendance by proxy
Attendance rate as a voting (nonvoting) party (%) [B/A]
Required attendance (A)
Remark
Chairman
Egis Technology Inc.
Representative:
Lo, Sen-Chou
5
100%
5
Newly appointed as Director on May 3, 2022.
Director
Egis Technology Inc.
Representative:
Lin, Kung-Yi
5
100%
5
Newly appointed as Director on May 3, 2022.
Director
Egis Technology Inc.
Representative:
Peng, Chih-Chiang (Note 1)
4
100%
4
Director re-assigned and newly appointed on April 27, 2023
Director
Sunplus Technology Co., Ltd.
Representative:
Huang, Chou-Chieh
4
1
80%
5
 
Director
Chan, Wen-Hsiung
4
1
80%
5
 
Director
Lin, Che-Wei
5
100%
5
 
Independent director
Kuo, Chun-Yin
5
100%
5
 
Independent director
Hsieh, Ming-Lin
5
100%
5
 
Independent director
Chang, Chin-Chun
5
100%
5
 
Former director
Egis Technology Inc.
Representative:
Li, Hsin-Hsin (Note 1)
1
100%
1
Newly appointed as Director on May 3, 2022. Peng, Chih-Chiang re-assigned as director representative on April 27, 2023
Note 1: Egis Technology Inc., a juristic person director, re-assigned its representative as Peng, Chih-Chiang on April 27, 2023.

Summary sheet of continuing education of directors 

Title
Name
Date
Organizer
Name of course
Education hours
Total hours
Chairman
Lo, Sen-Chou
August 8, 2023
Taiwan Corporate Governance Association
Offensive/Defensive Strategies and Regulatory Compliance Issues of Non-consensual Mergers and Acquisitions
3
9
October 16, 2023 
Corporate Operating and Sustainable Development Association
Corporate Governance and Securities Regulations - Understanding of Supervision of Competent Authorities by Senior Management Personnel of TWSE/TPEx Listed Companies
3
August 9, 2023 
Taiwan Corporate Governance Association
Introduction to Evaluation and Related Valuation Issues
3
Director
Lin, Kung-Yi
November 22, 2023 
Securities and Futures Institute
Orientation Session of Regulatory Compliance in Insider Equity Transactions in 2023
3
9
July 13, 2023 
Taiwan Stock Exchange Corporation and Taipei Exchange
Promotion Meeting for Sustainable Development Action Plans of TWSE/TPEx Listed Companies
3
July 12, 2023
Securities and Futures Institute
Practical Sharing of Business Mergers and Acquisitions - Centering on Hostile Mergers and Acquisitions
3
Director
Peng, Chih-Chiang
May 19, 2023
Taiwan Corporate Governance Association
Trade Secret Protection and Noncompetition
3
6
May 12, 2023
Taiwan Corporate Governance Association
Tax System Reforms and Corporate Tax Governance of the World and Taiwan from the Perspective of ESG Trends and Pandemic Environment
3
Director
Huang, Chou-Chieh
December 8, 2023
Securities and Futures Institute
Orientation Session of Regulatory Compliance in Insider Equity Transactions in 2023
3
6
September 28, 2023 
Corporate Operating and Sustainable Development Association
Corporate Governance and Securities Regulations - Understanding of Supervision of Competent Authorities by Senior Management Personnel of TWSE/TPEx Listed Companies
3
Director
Chan, Wen-Hsiung
November 24, 2023
Taiwan Investor Relations Institute
Use of Excel for Enterprise Valuation and IR Work Management
3
6
April 27, 2023 
Corporate Operating and Sustainable Development Association
Introduction to the Newly Published Corporate Governance Roadmap for Taiwan
3
Director
Lin, Che-Wei
October 26, 2023
Securities and Futures Institute
Advanced Practical Seminar on Directors and Supervisors (Including Independent Directors) - Shareholders’ Meeting, etc.
3
6
October 13, 2023 
Securities and Futures Institute
2023 Insider Trading Prevention Orientation Session
3
Independent director
Hsieh, Ming-Lin
June 2, 2023 
Securities and Futures Institute
2023 Insider Trading Prevention Orientation Session
3
6
April 13, 2023
Taiwan Academy of Banking and Finance
Corporate Governance Lecture
3
Independent director
Kuo, Chun-Yin
May 19, 2023
Taiwan Corporate Governance Association
Trade Secret Protection and Noncompetition
3
6
April 21, 2023
Accounting Research and Development Foundation
Analysis of the Latest Policies and Regulations on Corporate Governance and Common Deficiencies
3
Independent director
Chang, Chin-Chun
November 30, 2023
Taiwan Corporate Governance Association
Latest Development Trends of Corporate Governance
3
6
May 12, 2023
Taipei Bar Association
Online Video Course for Regulatory Norms and Corporate Governance of Affiliated Enterprises
3
 
 
 
Title Name Educational Background & Major Working Experiences
Independent Director Hsieh, Ming-Lin

Education

Master of Business Administration - National Taiwan University.

Major Working Experiences

Chairman of Gold Sense Investment Limited.
Director & president of Powerchip Investment Holding Corporation.
Director of AP Memory Technology Corporation.
Director of Hi-Yes Group.
Director of Powercoin Technology Corporation.
Independent Director Chan, Hui-Fen

Education

Master of Law, Boston University.
Bachelor of Law, National Taiwan University.

Major Working Experiences

Presiding counsel of R.S. International Law Firm.
Chairman of Vision & Low Immigration.
Independent director of ITEQ Corporation.
Independent director of Formosa I Wind Power Co., Ltd.
Independent director of Taiwan Mask Corporation.
Independent Director Lo, Cui-Wen

Education

Bachelor of Construction Management, Chung Hua University

Major Working Experiences

Chairman & president of TraTec International Co., Ltd.
Chairman of TraTec Development Limited.
Director of Springfield Technologies & Intelligence Inc.
Consultant of Wuxi Directly Technology Co., Ltd.
 
Title Name Educational Background & Major Working Experiences
Independent Director Hsieh, Ming-Lin

Education

Master of Business Administration - National Taiwan University.

Major Working Experiences

Chairman of Gold Sense Investment Limited.
Director & president of Powerchip Investment Holding Corporation.
Director of AP Memory Technology Corporation.
Director of Hi-Yes Group.
Director of Powercoin Technology Corporation.
Independent Director Chan, Hui-Fen

Education

Master of Law, Boston University.
Bachelor of Law, National Taiwan University.

Major Working Experiences

Presiding counsel of R.S. International Law Firm.
Chairman of Vision & Low Immigration.
Independent director of ITEQ Corporation.
Independent director of Formosa I Wind Power Co., Ltd..
Independent director of Taiwan Mask Corporation.
Independent Director Lo, Cui-Wen

Education

Bachelor of Construction Management, Chung Hua University.

Major Working Experiences

Chairman & president of TraTec International Co., Ltd.
Chairman of TraTec Development Limited
Director of Springfield Technologies & Intelligence Inc.
Consultant of Wuxi Directly Technology Co., Ltd.
 

Cybersecurity Management:

Cybersecurity risk management framework

 

The Information Department of the Company has already constituted an “Information Security Dedicated Unit” to take general charge of establishment, execution, risk management, and compliance of information security policies. The members of this unit comprise 1 information security officer and 2 information security personnel. The Management Development Center is responsible for regularly supervising the operation of this dedicated unit, confirming the implementation of information security policies, and regularly reporting the management status of information security risk management to the Board of Directors every year (already reported to the Board of Directors on December 19, 2023). Besides, the Internal Audit Office executes the review of cybersecurity management work every quarter. If any insufficiencies that needed to be improved are found, it will not only require the audited units to study and draft relevant improving measures, but also regularly summarize and report the results of review/tracking and improvement to the Audit Committee and the Board of Directors periodically.

Information security policies and specific response plans

 

Cybersecurity policies

Below are the management principles of the Company’s cybersecurity policies:

 
  • Guarantee that the Company can sustain the confidentiality, availability, and integrity of each operating system under various threats.
  • The Company views Personal Data Protection Act, Copyright Act, and Trade Secrets Act as important laws and regulations to follow, and requires all operating levels and every employee to follow them in the work.
  • During information risk management, the results of risk assessment must be adopted as basis for the policies, and cost efficiency shall be equally emphasized.
  • Important information assets needed for maintenance of corporate operations must be appropriately and practically protected.
  • Safety verification must be conducted upon addition and change of information systems to ensure that the designs do not violate the Company’s requirements for information security, and the added or changed systems may go live only after being approved by personnel at an appropriate hierarchy.
  • Responsive plans must be formulated to ensure the continual operation of important information services, and drills shall be performed as appropriate to sustain the effectiveness of these plans.
  • For the compliance of information security policies and relevant provisions, supervisor of each department is responsible for administrative supervision, and shall guarantee that the information security policies can be practically executed in this department.
  • Relevant administrative measures or operating standards shall be developed to standardize the safety management of individual systems and specific issues.
  • Close attention shall be paid to evaluating the local and foreign information security standards and requirements that may affect the Company as advance response.
  • Prevent the unauthorized, improper access to information assets.
  • Guarantee that information assets will not be leaked to any unauthorized third party.
  • Establish a business sustainability plan and practice and revise it regularly.

The Company has drawn up Administrative Measures for Information Security for all the colleagues and partners as criteria for use and maintenance of information security management systems, including:

  • Personnel safety management
  • Computer system security management
  • Server security management
  • Password security management
  • System change management
  • System permission management
  • Software application management
  • Virus and malware prevention and control
  • Network connected management
  • Regulatory equipment application management
  • Storage media backup
  • Cybersecurity management
  • System access control

When an information incident occurs, evaluation shall be conducted according to the operating procedure for evaluation of security grades of information security incidents, and then the procedure for emergency treatment of information security system shall be performed per the grade.

Specific responsive management schemes for information security protection:

  • Network security: Introduce firewall technology and invasion prevention system, execute network access control management, and prevent hacker intrusions and cross-machine spreading of computer viruses.
  • Device safety: Establish endpoint anti-virus software to strengthen the detection of malicious software behaviors.
  • Application program security: Carry out disaster restoration drills of key application systems every year. The program development is divided into test area and formal area, to reduce error corrections.
  • Personnel and physical security: Access control, temperature and humidity testing, and UPS protection are set up at the computer rooms.
  • Account and permission management: The permissions are granted only as required by job duties, and shall be regularly reviewed. The permissions for accounts originally held by resigning personnel will be frozen.
  • Strengthening of data security protection technologies: Document classification, encrypted control of classified documents, limitation of read-only access to storage devices, and signing of confidentiality agreements with important customers and suppliers.
  • Education, training, and advocacy: Improve colleagues’ awareness of information security, advocate the awareness of email social engineering attacks, and conduct information security drills once every year. Strengthen education and training of information security for new colleagues. Select and assign information personnel to participate in information security management courses every year, and encourage colleagues to obtain licenses by participating in relevant examinations.
 

Cybersecurity risks and countermeasures

The Company has already established relevant procedures to cope with and report information security incidents including “PROCedure for Emergency Treatment of Information Systems” and “SOP for Handling of Major Virus Incidents of the Company”, and implemented network and computer information security protection measures, in the hope that potential information security issues can be promptly addressed. However, since any internal control system has its inherent limitations in controlling risks, and the methods of online technological crimes are constantly changing, the Company cannot guarantee with 100% certainty that its key business systems will be completely protected from any form of cyberattack. Therefore, the Company has actively participated in “Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC)” and “Science Park Information Sharing and Analysis Center (SP-ISAC)”, to share cross-domain joint defense and intelligent of local and foreign information security alliances and strengthen each aspect of the Company including process, technology, personnel, products, etc., thus improving the Company’s capability to respond to and handle threats and realizing the goal of blocking threats and quickly replying to service needs.

Quantified data of resources invested in cybersecurity management:

 
  • The Company has already assigned the Information Department to take general charge of establishment, execution, risk management, and compliance of information security policies. The members of this unit comprise 1 information security officer and 2 information security personnel.
  • The Company prepares a budget with a fixed percentage (not less than 5% of the total amount of information budget) every year to upgrade and maintain information security related software and hardware. In 2023, the information security related expenses accounted for approximately 7% of the total expenses of the Information Department.
  • Information security advocacy is implemented for employees 4 times a year.
  • Information security incident handling drills are implemented once every year.
The internal audit of iCatch Technology Inc. is an independent unit and is establish under the board the directors. Currently there is one dedicated auditor who is in charge of evaluating the integrity, justifiability and effectiveness of the internal control system and management policies. To achieve the above objectives, the auditing department would follow the annual audit plan to review the operation and management within the company and report to the Board of Audit Committee and Board of Directors in their regular meeting respectively.
Major Regulations Download
Article of Incorporation
Rules and Procedures of Shareholders’ Meeting
Procedures for Election of Board of Directors
Procedures for Acquisition or Disposal of Assets
Procedures for Endorsement & Guarantee
Procedures for Lending Funds to Other Parties
Codes of Ethical Conducts for Employees
Codes of Ethical Conducts for Board of Directors and Managers
Whistle Blowing System
Procedure For Financial Derivatives Transactions
Disclosure and handling of major internal information and prevention of insider transaction management operation procedures
Corporate Governance Practice Principles
Rules of Procedure for Board of Directors Meetings
Rules Governing the Scope of Powers of Independent Directors
Audit Committee Charter
Ethical Corporate Management Practice Principles
Procedures for Ethical Management and Guidelines for Conduct
Remuneration Committee Charter
Sustainable Development Practice Principles
Self-Evaluation of the Board of Directors
關係人交易處理辦法
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