Introduction


To promote business behavior in keeping with integrity and morals, and to support compliance with legal order, we have established our internal Ethics Code of Conduct(the ‘Code’) which is called ‘Procedures for Ethical Management, Ethics & Business Code of Conduct.’ In accordance with ‘Taiwan Corporate Conduct and Ethics Implementation’. All employees, officers and Board members must adhere to the Code and bear a heavy personal responsibility to preserve and to protect GUC’s ethical values and reputation. GUC’s ‘Procedures for Ethical Management, Ethics & Business Code of Conduct.’ is implemented by the Human Resources (HR) Department which is also responsible for the training and management of other departments. Board members supervise related operations through accusation mail box. Also, GUC has established a ‘violation of ethical conduct accusation system’ section in both Chinese and English. It is also under the HR Department’s responsibility to collect and disclose information. Besides, all commercial contracts are clearly written with ‘Integrity Conduct Term’.

 

Internally, we require all employees to comply with ethical values and business conduct; externally,suppliers need to follow the referred regulations as well. Suppliers shall sign a ‘GUC Ethics and Business Code of Conduct. Besides, all GUC’s subsidiaries are subject to supervise of human rights and regulation impact analysis as well as corruption risks analysis.Our violation of ethical behavior practitioners reporting system: http://www1.guc-asic.com:8000/guc/

Board of Directors

Our Board of Directors is currently composed of 9 distinguished directors, one is female director, and one of them is manager of GUC.The Board of Directors is equipped with diverse knowledge and a great breadth of corporate governance experience. At the same time, independent directors also set up the Audit Committee and the Salary Remuneration Committee. The members of the Board of Directors are chosen by nomination system. We value not only their expertise, but also their integrity and moral reputation.

 

Name of Directors:

TitleNameExperience
Chairman F.C. Tseng

Current Position: Vice Chairman of TSMC

Previous Position: President of TSMC

Academic Background: National Cheng Kung University

Director Lora Ho

Current Position: SVP, CFO & Spokesperson of TSMC

Previous Position: Director in Acounting of TSMC

Academic Background: National Taiwan University

Director Cliff Hou

Current Position: VP in Research and Development of TSMC

Previous Position: VP of Research and Development / Design and Technology Platform of TSMC

Academic Background: Syracuse University

Director Ken Chen

Current Position: President of GUC

Previous Position: Senior Director of TSMC

Academic Background: Stanford University

Independent Director Benson Liu

Current Position: VP of Taiwan Corporate Governance Association

Previous Position: Chairman of Bristol-Myers Squibb Taiwan  

Academic Background: Northrop university

Independent Director Chein-Wei Jen

Current Position: Independent Director of GUC

Previous Position: Director in SoC Center of ITRI Taiwan

Academic Background: Natioanl Chiao Tung University

Independent Director Wen-Yeu Wang

Current Position: Professor in College of Law of NTU

Previous Position: Committee Member of Taiwan FTC

Academic Background: Stanford University

Independent Director Peter Wu

Current Position: Professor in Department of Electronic Engineering of NCTU

Previous Position: President of NCTU

Academic Background: Natioanl Chiao Tung University

Independent Director Kenneth Kin

Current Position: Assistant Dean of College of Technology Management in NTHU

Previous Position: SVP of TSMC

Academic Background: Columbia University

Performance Evaluation of Boards and Directors

To enhance the Board functions and to improve the operation efficiency of the Board of directors, system of performance evaluation and policy is established.GUC conducts an internal board performance self-assessment once a year according to the assessment procedures and a written report summarizing the results, issues for discussion and recommendations for initiatives will be presented to the Board and discussed at a Board meeting. An external institution or experts will be appointed to conduct assessments of board performance every three years. And scoring criteria of self-assessment may be modified and adjusted based on the company's needs and regulation requirement.

Result of Performance Evaluation of Boards and Directors:

The Y2016 performance review for all Board directors met expectation.

Major Resolutions of BOD Meetings

DateRatio of AttendanceMajor Resolutions
20140529 9/9

1. Elect F.C. Tseng as Chairman

2. Approve the EX-dividend date

20140808 9/9

Report 2014 Q2 financial statements to the board of directors

20141107 9/9

1. Report 2014 Q3 financial statements to the board of directors

2. Approve 2014 audit plan

3. Approve ''Internal Control System '' and ''Internal Audit Implementation Rules'' revision

4. Approve ''Compensation Committee Charter'' revision

5. Approve ''Procedures for Ethical Management & Code of Ethics & Business Conduct''

6. Approve ''Corporate Governance Best-Practice Principles''

20150212 9/9

1. Approve 2014 financial statements and business report

2. Approve the proposal of dividend distribution for each common share holder will be entitled to receive a cash of NT$3 per share allocated from retain earnings

3. Approve ''Corporate Governance Best-Practice Principles'' revision

4. Approve ''Procedures for Ethical Management & Code of Ethics & Business Conduct'' revision

5. Approve ''Corporate Social Responsibility Best-Practice Principles''

20150508 9/9

1. Report 2015 Q1 financial statements to the board of directors

2. Appoint Karen Lin as Accounting Controller

20150528 9/9

Approve the EX-dividend date

20150807 9/9

Report 2015 Q2 financial statements to the board of directors

20151106 9/9

1. Report 2015 Q3 financial statements to the board of directors

2. Approve 2016 audit plan

3. Approve " Procedures for suspending/reviving stock trading"

20151204 9/9

Strategy Report

20160204 9/9

1. Approve '' Articles of Incorporation '' revision

2. Approve 2015 financial statements and business report

3. Approve the proposal of dividend distribution for each common share holder will be entitled to receive a cash of NT$3 per share allocated from retained earnings

20160505 9/9

1. Report 2016 Q1 financial statements to the board of directors

2. Approve "Audit Committee Charter" revision

20160526 9/9

Approve the EX-dividend date

20160804 9/9

1. Report 2016 Q2 financial statements to the board of directors

2. Appoint Ken Chen as President

3. Approve Korea subsidiary set-up

20161103 9/9

Report 2016 Q3 financial statements to the board of directors

20161201 9/9 Strategy Report
20170209 9/9

1. Approve 2016 financial statements and business report

2. Approve the proposal for each common share holder will be entitled to receive a cash of NT$3.5 per share allocated from retain earnings

3. Approve ''Procedures for acquisition or disposal of assets'' revision

20170331 9/9 Approve the nominated Directors (including Independent Directors) candidates
20170504 9/9

1. Report 2017 Q1 financial statements to the board of directors

2. Approve Nanjing subsidiary set-up

20170518 9/9

1. Elect F.C. Tseng as Chairman

2. Approve the EX-dividend date

20170803 9/9

1. Report 2017 Q2 financial statements to the board of directors

2.Approve revised 2017 Capex

Independent Director Election

According to the relevant regulations, the election of Directors is conducted under the"candidate nomination system". The Directors shall be elected from the nominated candidates. The qualification of the nominated Directors (including Independent Directors) has been reviewed by the Board meeting on March 31, 2017. The tenure of newly elected directors shall commence on May 18, 2017 and expire on May 17, 2020.
The results of the election of Independent Directors in 2017/05/18 shareholders' meeting :
TitleNameVotes Received
Independent Director Benson Liu 50,780,709
Independent Director Chein-Wei Jen 50,763,687
Independent Director Wen-Yeu Wang 50,763,596
Independent Director Peter Wu 58,259,694
Independent Director Kenneth Kin 58,259,685

Independent Director Mail Box

Independent Director Mail Box: acinfo@guc-asic.com