Board of Directors and Executive Management

Transcription

1 Board of Directors and Executive Management Board of Directors The board of directors, acting on behalf of the Company s shareholders, is charged with the task of supervising the management team. Composed of nine experienced directors, the board includes four independent directors who are well-known in the legal, economics, finance and telecommunications fields (note 1). This more than fulfills current regulations requiring public companies to have at least two independent directors. The Audit Committee, composed entirely of independent directors, replaced board supervisors. Information on the Company s Eighth Board of Directors is detailed below: As of February 23, 2018 Gender Chairman Fu Chi Investment Co., Representative: Daniel M. Tsai Date elected Term expires Male ,748, Shareholding when Officer or director is a spouse Current elected Current position(s) in the Company and other s or companies Shares Shares Shares 5,748,763 *65,162,715 (Note 2) * ,580, LLM, Georgetown University LLB, National Taiwan University Chairman, Fubon Financial Holding Co., Chairman, Taipei Fubon Commercial Bank Co., Chairman, Fubon Insurance Co., Vice Chairman, Fubon Financial Holding Co., Managing Director, Taipei Fubon Commercial Bank Co., Chairman, Fubon Bank (Hong Kong) Director, Fubon Bank (China) Co., Director, Fubon Financial Holding Venture Capital Chairman, Fubon Sports & Entertainment Co., Chairman, Ming Dong Co., Chairman, Dao Ying Co., Chairman, Tien Chien Co., Chairman, Ti Kun Co., Chairman, Hsi Po Lai Co., Chairman, Yi Fu So Co., Chairman, Chung Shing Development Co., Chairman, Fubon Realtors Co., Director, Fubon Construction Co., Chairman, Kuo Chi Investment Co., Chairman, Dun Fu Co., Director, Lucky Way Director, Rainbow Cheer Director, Key Gain Director, Ultimate Epoch Director, Orientland International Director, Oceana Glory Director, Eagle Legacy Director, DRJ Development Director, Globotex International Director, Cosgrove Global Director, Vantage Horizon Global Director, Star Top Ventures Co., Director, Primerose Development Chairman, Taiwan Cellular Co., Chairman, Wealth Media Technology Co., Chairman, Taipei New Horizon Co., Chairman, Taiwan Fixed Network Co., Director, Taiwan Teleservices & Technologies Co., Chairman, TCC Investment Co., Director, Taiwan Digital Communications Co., Director, Taiwan Digital Service Co., Chairman, Taihsin Property Insurance Agent Co., Chairman, TFN Media Co., Director, Win TV Broadcasting Co., Chairman, TFN Union Investment Co., Chairman, TCCI Investment and Development Co., Vice Chairman Richard M. Tsai Brother 18

2 Gender Shareholding when Officer or director is a spouse Date Term Current elected Current position(s) in the Company and other s or elected expires companies Shares Shares Shares Chairman, Fubon Financial Holding Co., Chairman, Fubon Life Insurance Co., Vice Chairman, Fubon Bank (Hong Kong) Director, Fubon Financial Holdings Venture Capital Director, Ming Dong Co., Director, Dao Ying Co., Director, Tien Chien Co., Director, Ti Kun Co., Director, Hsi Po Lai Co., Director, Yi Fu So Co., Director, Colossians Co., Director, Chung Shing Development Co., Director, Fubon Realtors Co., Director, Fubon Construction Co., Director, Kuo Chi Investment Co., Director, Good TV Broadcasting Director, Cho Pharma, Inc. Director, Town Health International Medical MBA, Stern School of, New York Director, International Advisory Board of the New York University Fu Chi Philharmonic BBA, National Taiwan University Investment Co., Director, Carnegie Hall Vice 5,748, Male ,748, Vice Chairman, Fubon Financial Holding Co., 5,526, Director, Lucky Way Chairman *93,310,663 *2.728 Representative: Director, Rainbow Cheer Chairman, Fubon Securities Co., Richard M. Tsai Director, Key Gain Vice Chairman, Taipei Fubon Commercial Director, Ultimate Epoch Bank Co., Director, Orientland International Director, Oceana Glory Director, Eagle Legacy Director, DRJ Development Director, Globotex International Director, Cosgrove Global Director, Vantage Horizon Global Director, Total Formation Inc. Director, Star Top Ventures Co., Director, Taiwan Cellular Co., Director, Wealth Media Technology Co., Director, Taiwan Fixed Network Co., Director, TCC Investment Co., Director, Taiwan Digital Communications Co., Director, Taiwan Digital Service Co., Director, TFN Media Co., Director, Win TV Broadcasting Co., Director, TFN Union Investment Co., Director, TCCI Investment and Development Co., Chairman Daniel M. Tsai Brother 19

3 Independent Director, Winbond Electronics Independent Director, Acer Inc. Director, Xue Xue Co. Honorary Dean, School of Big Data Management, Soochow University Director Fu Chi Investment Co., Representative: San-Cheng Chang Male ,748, ,748,763 * *- - - PhD in Civil and Environmental Engineering, Cornell University MS in Civil and Environmental Engineering, Stanford University BS in Civil Engineering, National Taiwan University Dean, Hacker College, National Chiao Tung University Visiting Professor, Department of Technology Management and College of Computer Science and Information Engineering, Chung Hua University Honorary Professor, St. John's University Adjunct Professor, College of Computing and Informatics, Providence University Honorary Professor, National Taipei University of Adjunct Professor, Department of Civil Engineering, National Taiwan University Chief Investment Officer, Fubon Financial Holding Co., Vice Chairman, Fubon Life Insurance Co., Director TCC Investment Co., Representative: Howard Lin (Note 2) Male ,496, ,496,761 * *- - - PhD in Chemical Engineering, National Taiwan University Senior, Fubon Financial Holding Co., President, Fubon Asset Management Co., Manager, Technical & Development Dept., Grand Pacific Petrochemical Chairman, Fubon Financial Holding Venture Capital Chairman, momo.com Inc. Director, Fu Sheng Travel Service Co., Director, Hong Kong Fubon Multimedia Technology Co., Director, Fubon Asset Management Co., Director, Fubon Health Management Director, Fu Yi Health Management President, Taiwan Mobile Co., Director and President, Taiwan Cellular Co., Director and President, Wealth Media Technology Co., Director, Taipei New Horizon Co., Director TCC Investment Co., Representative: James Jeng Male ,496, ,496,761 * *- - - PhD and MS in Electrical and Computer Engineering, State University of New York BS in Electrical Engineering, National Cheng Kung University Chairman and CEO, Kbro Co., Chief Technology Officer and Chief Operating Officer, Home, Taiwan Mobile Co., President, Asia Pacific Online CEO, Asia Pacific Broadband Telecom Co., CEO, Asia Pacific Broadband and Wireless Communications Inc. CEO, Asia Pacific Telecom Executive, United Fiber Optic Communication Inc. Member of Technical Staff, AT&T Bell Labs, USA Director and President, Taiwan Fixed Network Co., Chairman, Taiwan Teleservices & Technologies Co., Director, TWM Holding Co. Director and President, TCC Investment Co., Chairman and President, Taiwan Digital Communications Co., Chairman, Taiwan Digital Service Co., Director, Taihsin Property Insurance Agent Co., Chairman, Tai-Fu Cloud Technology Co., Director and President, TFN Media Co., Chairman and President, Global Forest Media Technology Co., Chairman and President, Global Wealth Media Technology Co., Chairman, Win TV Broadcasting Co., Director, momo.com Inc. Director and President, TFN Union Investment Co., Director, TFN HK Chairman and President, TWM Communications (Beijing) Co., Director and President, TCCI Investment and Development Co., Chairman, Taiwan Kuro Times Co., Chairman, Yeong Jia Leh Cable TV Co., 20

4 Chairman, Phoenix Cable TV Co., Chairman, Union Cable TV Co., Chairman, Globalview Cable TV Co., Chairman ofremuneration and Nomination Committee Independent Director Jack J.T. Huang Male SJD, Harvard University LLM, Northwestern University LLB, National Taiwan University Partner-in-charge, Jones Day and Member of Audit Committee, Taiwan Mobile Co., Partner, Jones Day Independent Director, WPG Holdings Independent Director, Systex Independent Director, CTCI MBA, Harvard University MBA, National Chengchi University Independent Director Hsueh-Jen Sung Male BS in Management Science, National Chiao Tung University Vice Chairman and Member of Global Partnership Committee and Asian Management Committee, Goldman Sachs (Asia) President and CEO, Grand Cathay Securities Chairman of Audit Committee and Member ofremuneration and Nomination Committee, Taiwan Mobile Co., Chairman, Vaucluse Capital Management Chairman, Shin Chiuan Capital Management Director, Hon Hai Precision Industry Co., Country Manager, Westpac Banking PhD and MS in Electrical Engineering, University of Southern California BS in Electrical Engineering, National Taiwan University Independent Director Char-Dir Chung Male Minister without Portfolio, Executive Yuan Member / Deputy Convener / Executive Secretary, Board of Science and Technology, Executive Yuan Member / Deputy Convener / Executive Secretary, National Information and Communications Initiative Committee, Executive Yuan Deputy Executive Secretary, Science and Technology Advisory, Executive Yuan Member of Audit Committee andremuneration and Nomination Committee, Taiwan Mobile Co., Professor, Department of Electrical Engineering and Graduate Institute of Communication Engineering, National Taiwan University IEEE Fellow Convener, Performance Evaluation Committee of Technology Development Program, Ministry of Economic Affairs Chairman, Department of Communication Engineering, National Central University Director, Graduate Institute of Communication Engineering, National Central University * Personal s Note 1: Chung-Ming Kuan was elected on June 14, 2017 and resigned on January 12, The Company plans to by-elect an independent director at the 2018 annual shareholders meeting Note 2: 30,000,000 shares held in trust were not included. Note 3: Howard Lin served as a representative of an institutional director of TWM from June 13, 2008 to September 18, Note 4: Shareholdings of less than are denoted as and zero s are denoted as -. 21

5 1. Major shareholders of TWM s institutional investors As of February 23, 2018 Institutional investor Major shareholders Fu-Chi Investment Co., Richard M. Tsai (50.25), Mei-Hui Ueng Tsai (49.75) TCC Investment Co., Taiwan Cellular Co., (100) 2. Major shareholders of companies mentioned on the right hand side of the table above As of February 23, 2018 Company Major shareholders Taiwan Cellular Co., Taiwan Mobile Co., (100) 3. Qualifications and independence criteria of directors Name Over five years of experience in business, finance, legal and/or other areas related to the Company s business Independence criteria (Notes) As of February 23, 2018 No. of public companies in which he or she also serves as an independent director Daniel M. Tsai V V V V V 0 Richard M. Tsai V V V V V 0 San-Cheng Chang V V V V V V V V V V 2 Howard Lin V V V V V V V V 0 James Jeng V V V V V V V 0 Jack J.T. Huang V V V V V V V V V V V 3 Hsueh-Jen Sung V V V V V V V V V V V 0 Char-Dir Chung V V V V V V V V V V V 0 V denotes meeting the conditions specified above Criterion 1: Not an employee of the Company or its affiliates Criterion 2: Not a director or supervisor of the Company s affiliates (unless the person is an independent director of the Company, the Company s parent company or any subsidiary of the Company) Criterion 3: Not a shareholder whose total holdings, including those of his/her spouse and minor children, or shares held under others names, reach or exceed 1 percent of the total outstanding shares of the Company or rank among the top 10 individual shareholders Criterion 4: Not a spouse or relative within second degree by affinity, or within three by consanguinity to any person specified in criteria 1 to 3 Criterion 5: Neither a director, supervisor, or employee of an entity that directly and/or indirectly holds more than 5 of the Company s shares, nor one of the Company s top five shareholders Criterion 6: Not a director, supervisor, manager, or shareholder owning more than 5 of the outstanding shares of any company that has financial or business relations with the Company Criterion 7: Not an owner, partner, director, supervisor, manager, or spouse of any of sole proprietorship, partnership, company, or institution that provides commercial, legal, financial or accounting services or consultations to the Company or its affiliates. However, members of the Remuneration and Nomination Committee are not covered by this restriction per Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration and Nomination Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter Criterion 8: Not a spouse or relative within second degree by affinity to other directors Criterion 9: Not in contravention of Article 30 of the Company Act Criterion 10: Not an institutional shareholder or its representative pursuant to Article 27 of the Company Act 22

6 4. Diversified board of directors TWM s Corporate Governance Best Practice Principles call for the creation of a diversified board of directors. The board of directors bears a responsibility toward the shareholders. The corporate governance system ensures that the board, in exercising its authority, complies with the law, the articles of incorporation and shareholder meetings resolutions. The structure of the board of directors shall be determined by choosing an appropriate number of board members, no less than five, in consideration of the company s business scale, the s of its major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration based on the company's business operations, operating dynamics and development needs, and shall be formulated and include, without being limited to, the following two guidelines: 1. Basic requirements: Gender, age, nationality and culture 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing and technology), professional skills and industry experience 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, board directors shall possess the following: 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. Industry knowledge 6. A global market perspective 7. Ability to lead 8. Ability to make policy decisions Board members Telecom industry experience (Years) Finance Law Technology Top five core competencies Investment and M&A FinTech Information Technology Risk Management CEO/Senior management E-commerce/ Marketing Daniel M. Tsai 19 V V V V V Richard M. Tsai 19 V V V V V San-Cheng Chang 11 V V V V V Howard Lin 5 V V V V V James Jeng 30 V V V V V Jack J.T. Huang 15 V V V V V Hsueh-Jen Sung 4 V V V V V Char-Dir Chung 29 V V V V V 23

7 Management Team As of February 23, 2018 / Director and President, Taiwan Cellular Co., Director and President, Wealth Media Technology Co., Director, Taipei New Horizon Co., Director and President, Taiwan Fixed Network Co., Chairman, Taiwan Teleservices & Technologies Co., President James Jeng PhD and MS in Electrical and Computer Engineering, State University of New York BS in Electrical Engineering, National Cheng Kung University Chairman and CEO, Kbro Co., Chief Technology Officer and Chief Operating Officer of Home, Taiwan Mobile Co., President, Asia Pacific Online CEO, Asia Pacific Broadband Telecom Co., CEO, Asia Pacific Broadband and Wireless Communications Inc. CEO, Asia Pacific Telecom Executive, United Fiber Optic Communication Inc. Member of Technical Staff, AT&T Bell Labs, USA Director, TWM Holding Co. Director and President, TCC Investment Co., Chairman and President, Taiwan Digital Communications Co., Chairman, Taiwan Digital Service Co., Director, Taihsin Property Insurance Agent Co., Chairman, Tai-Fu Cloud Technology Co., Director and President, TFN Media Co., Chairman and President, Global Forest Media Technology Co., Chairman and President, Global Wealth Media Technology Co., Chairman, Win TV Broadcasting Co., Director, momo.com Inc. Director and President, TFN Union Investment Co., Director, TFN HK Chairman and President, TWM Communications (Beijing) Co., Director and President, TCCI Investment and Development Co., Chairman, Taiwan Kuro Times Co., Chairman, Yeong Jia Leh Cable TV Co., Chairman, Phoenix Cable TV Co., Chairman, Union Cable TV Co., Chairman, Globalview Cable TV Co., 24

8 / Director, TFN HK Director, Taiwan Kuro Times Co., Director, Yeong Jia Leh Cable TV Co., Executive Vice President and Chief Financial Officer / Finance and Administration Rosie Yu BS in Administration, National Taiwan University Senior and Chief Financial Officer, Taiwan Mobile Co., Chairman, Global Investment Advisory (HK) President, Global Investment Holdings Co., General Manager, Credit Lyonnais Securities (Asia), Taipei Branch General Manager, Citicorp International Securities, Taipei Branch Executive, China Securities Co., Director, Phoenix Cable TV Co., Director, Union Cable TV Co., Director, Globalview Cable TV Co., Director, Taiwan Pelican Express Co., Supervisor, Taiwan Cellular Co., Supervisor, Wealth Media Technology Co., Supervisor, Taiwan Fixed Network Co., Supervisor, Taiwan Teleservices & Technologies Co., Supervisor, TCC Investment Co., Supervisor, Taiwan Digital Communications Co., Supervisor, Taiwan Digital Service Co., Supervisor, TFN Media Co. Supervisor, Global Forest Media Technology Co., Supervisor, Global Wealth Media Technology Co., Supervisor, Win TV Broadcasting Co., Supervisor, TFN Union Investment Co., Supervisor, TWM Communications (Beijing) Co., Supervisor, TCCI Investment and Development Co., EMBA, National Sun Yat-sen University President, Taiwan Teleservices & Technologies Co., / Finance and Administration Jay Hong , Direct Store Division, Taiwan Mobile Co.,, Customer Service Division, TransAsia Telecommunications Supervisor, Yeong Jia Leh Cable TV Co., Supervisor, Phoenix Cable TV Co., Supervisor, Union Cable TV Co., Supervisor, Globalview Cable TV Co., Inc. Director, Procurement Division, TransAsia Telecommunications Inc. 25

9 / and General Counsel / Corporate Affairs Ariel Hwang EMBA, National Taiwan University LLM, National Chung Hsing University LLB, National Taiwan University Judge, Taiwan High Court Judge, Taipei District Court Judge, New Taipei District Court Judge, Taoyuan District Court Supervisor, Taipei New Horizon Co., Supervisor, Yeong Jia Leh Cable TV Co., Supervisor, Phoenix Cable TV Co., Supervisor, Union Cable TV Co., Supervisor, Globalview Cable TV Co., Supervisor, Tai-Fu Cloud Technology Co., Legal Consultant, Fubon Financial Holding Co., Independent Director, The Ambassador Hotel Co., EMBA, National Chengchi University / Corporate Affairs Iris Liu BA in Information Communication, Tamkang University, Taiwan Television Enterprise, Taipei New Horizon Co., Chairman, TTV Cultural Enterprise LLB, National Taiwan University General Counsel, Kbro Co., Attorney, InfoShare Tech Law Office / Corporate Affairs Naomi Lee Legal Director and, Taiwan Broadband Communications Senior Legal Manager, Lucent Technologies None Attorney, Lee and Li Attorneys-at-Law Attorney, Russin & Vecchi International Legal Counselors 26

10 / MS in Electrical and Computer Engineering, University of Rochester BS in Electrical Engineering, National Taiwan University Chief Operating Officer, Taiwan Fixed Network Co., / Corporate Affairs C.H. Wu , Applied Computing, Advantech Co., General Manager, Taiwan, Symantec Officer-in-charge, System Integration Branch Office, Taiwan Mobile Co., Director and President, Tai-Fu Cloud Technology Co., General Manager, Taiwan, Cisco Systems, Inc. System Engineer/Sales Manager, IBM and Chief Information Officer / Information Technology James Chang ,084/0.005 MS in Computer Science, University of Illinois at Chicago Director, AT&T Laboratories Senior Director, TBCommerce Network Senior Delivery Manager, IBM Global Services District Manager, AT&T Laboratories None Senior Vice President and Chief Technology Officer / Technology C.H. Jih Electronics Engineering, National Taipei Industry of Technology Institute Chief Technology Officer, Kbro Co.,, TFN Media Co.,, Taiwan Fixed Network Co.,, Taiwan Mobile Co.,, Suretone Telecom Inc. Project Manager, Siemens Telecom, Taiwan Director, Global Forest Media Technology Co., Director, Global Wealth Media Technology Co., Director, TWM Communications (Beijing) Co., Director, Yeong Jia Leh Cable TV Co., Director, Phoenix Cable TV Co., Director, Union Cable TV Co., Director, Globalview Cable TV Co., Independent Director, ACTi Supervisor, Taiwan Kuro Times Co., 27

11 / PhD in Electrical and Computer Engineering, Johns Hopkins University Senior Director, Qualcomm / Technology Tom Koh Senior Technical Marketing Engineer, Cisco-Linksys Senior Sales Engineer, Ensemble None Communications Senior Technologist, Motorola Member of Tech Staff, Bellcore Senior Vice President and Chief Officer / Consumer Jeff Ku ,243/0.000 EMBA, National Taiwan University MBA, University of Wollongong, Australia, Taiwan High Speed Rail Director, Far EasTone Telecommunications Co., Director, Taihsin Property Insurance Agent Co., Director, Global Forest Media Technology Co., Director, Global Wealth Media Technology Co., Director, TWM Communications (Beijing) Co., Director, Yeong Jia Leh Cable TV Co., Director, Phoenix Cable TV Co., Director, Union Cable TV Co., Director, Globalview Cable TV Co., Director, Alliance Digital Technology Co., MBA, Southern Methodist University, Texas Senior, Customer Service, HSBC Bank / Consumer Steve Chou General Manager, Secured Lending, Standard Chartered Bank, Customer Service, Director and President, Taiwan Teleservices & Technologies Co., Sparq Telecom, Customer Service, TransAsia Telecommunications Inc. Assistant, Credit Card, Citibank, N.A. 28

12 / MBA, National Chengchi University / Consumer Daphne Lee Director, Alibaba Director, Yahoo! Taiwan Director and President, Taiwan Kuro Times Co.,, Citibank Taiwan MS in Communication Convergence and Innovative Management, Shih Hsin University / Consumer David Lin General Manager, YMS/CPT/HTP/DWS CATV, Kbro Co.,, & Operation and Special Assistant to Chairman, Kbro Co., None Special Assistant to Chairman, Vibo Telecom, Asia Pacific Telecom BS in Industrial Engineering, Chung Yuan / Consumer Michael Teng Christian University Senior Director, Taiwan Mobile Co.,, Taiwan Tele-Shop Co., Director, Taiwan Tele-Shop Co., President, Taiwan Digital Service Co., Sales Manager, Taiwan Mobile Co., 29

13 / MBA, The Anderson School of Management, UCLA BS in Mechanical Engineering, National Taiwan University / Consumer Eddie Chan Senior Director, Taiwan Mobile Co., Executive Director, Aplix None General Manager, Wireless Unit, Quanta Computer Engagement Manager, McKinsey & Company Note: Shareholdings of less than are denoted as and zero s are denoted as. 30