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Corporate Governance

Overview

EASTECH is committed to maintaining a high standard of ethics and corporate governance which is an important requisite for steady growth as a trusted and respected business enterprise and thus enhances the interests of all shareholders.

We are mindful of the principles of regular, effective and fair disclosure. Information on all material events is disseminated to the public and shareholders in a timely and accurate manner via the Market Observation Post System ("M.O.P.S.") of the Taiwan Stock Exchange. In communicating with shareholders, EASTECH has taken initiatives that include, but are not limited to:

  • publishing public financial statements on a quarterly basis on the M.O.P.S.;
  • holding investor conferences to update the public and shareholders on the performance and development of the Group;
  • ensuring timely and accurate announcements that are in line with the disclosure obligations stipulated in the Listing Rules of Taiwan Stock Exchange; and
  • posting relevant information on the company's website.

Board of Directors and
Management Team

Board of Directors

Chairman
NAME Liou Jenq Lin
YEAR OF JOINING 1983
EDUCATION BACKGROUND MBA & MS, Electrical Engineering,
University of Southern California, USA
BUSINESS EXPERIENCE AND QUALIFICATION Senior engineering advisor of Xerox, USA
Senior engineering advisor of IBM, USA
32 years of experience in Acoustic Industry
Director & President
NAME Pai Chin Chang
YEAR OF JOINING 1985
EDUCATION BACKGROUND MBA, Senior Management Officer,
HK International Business College
BUSINESS EXPERIENCE AND QUALIFICATION 31 years of experience in Acoustic Industry
Director
NAME Chang Tung-I
YEAR OF JOINING 2000
EDUCATION BACKGROUND MBA, California State University, USA
BUSINESS EXPERIENCE AND QUALIFICATION Taiwan Excutive VP, Kuo-Bin Ceramic,
Director, Eastech Electronic (Taiwan) Inc.
Director, Eastech Electronics(Hui Yang) Co., Ltd.
Director
NAME Kwok King Lam Keenan Ken
YEAR OF JOINING 2006
EDUCATION BACKGROUND MBA, University of Michigan
President, HiFi Orient Thai Public Co., Ltd.
BUSINESS EXPERIENCE AND QUALIFICATION Director, Life Orient Co,. Ltd.
Director, AE Techology Co., Ltd.
Independent Director
NAME Shiau, Fung-Shyung
YEAR OF JOINING 2011
EDUCATION BACKGROUND Ph D., Chinese Culture University
Master of Economics, Yale University, USA
BUSINESS EXPERIENCE AND QUALIFICATION Prof. of Department of Finance, Tamkang University
Deputy Ministers, Council for Economic Planning and Development
Independent Director
NAME Chang Shan-Juh
YEAR OF JOINING 2011
EDUCATION BACKGROUND MBA, Electrical Engineering, University of Southern California, USA
BUSINESS EXPERIENCE AND QUALIFICATION Instructor, Tatung University, Department of Electrical Engineering & Director of Personnel
Independent Director
NAME Chen Ko-Hung
YEAR OF JOINING 2011
EDUCATION BACKGROUND Master of Accounting, National Chengchi University
BUSINESS EXPERIENCE AND QUALIFICATION CFO of Ampire Co. ,Ltd.
Director, Chiplus Semiconductor Corp.

Management Team

Deputy General Manager
NAME Chu Ming-Chung
YEAR OF JOINING 1994
EDUCATION BACKGROUND MBA, Komazawa University, Japan
BUSINESS EXPERIENCE AND QUALIFICATION 22 years of experience in Acoustics Industry
CFO
NAME Polline Lam
YEAR OF JOINING 2002
EDUCATION BACKGROUND Master of Finance, The Chinese University of HK
BUSINESS EXPERIENCE AND QUALIFICATION Member of Association of Chartered Certified Accountants, UK, and Associate member of HK Institute of Cerified Public Accountants Auditor, Arthur Andersen CPA
CAO
NAME Ronnie Tang
YEAR OF JOINING 2003
EDUCATION BACKGROUND Master of Applied Finance, Macquarie University, Australia
BUSINESS EXPERIENCE AND QUALIFICATION Member of Associantion of Chartered Cerified Accountants, UK, and Associate member of HK Institute of Certified Public Accountants Head of Internal Audit, Schick International Ltd. Head of Internal Audit, HK Wing Lung Bank Ltd.

Audit Committee

The Audit Committee is comprised of 3 Independent Directors.

designation name role in the board
Chairman Chen, Ko-Hung Independent Director
Member Chang, Shan-Juh Independent Director
Member Shiau, Fung-Shyung Independent Director

The Audit Committee performs the following functions:

  • supervises the fair presentation of the Group's financial reports and reviews significant financial reporting issues and judgements to ensure the integrity of the financial statements;
  • supervises the effectiveness and adequacy of the Group's system of internal controls;
  • evaluates whether the Group's financial, operating and internal controls are adhered to;
  • makes recommendations on the appointment, re-appointment and removal of external auditors;
  • reviews all non-audit services provided by external auditors to determine whether the provisions of such services would affect their independence;
  • supervises compliance with relevant laws and regulations; and
  • supervises the management of existing or potential risks of the Group.

The Committee may resolve to retain the services of an attorney, certified public accountant, or other professionals to provide advice with respect to matters of its function.  The costs of such services shall be borne by the Company.


Remuneration Committee

The Remuneration Committee is comprised of 3 Independent Directors.

designation name role in the board
Chairman Chang, Shan-Juh Independent Director
Member Shiau, Fung-Shyung Independent Director
Member Chen, Ko-Hung Independent Director

The Remuneration Committee performs the following functions:

  • prescribes and reviews the remuneration policy, system, standards, and structure for directors and managerial officers;
  • evaluates the remuneration of directors and managerial officers; and
  • oversees any major changes in employee benefit structures for the Group.

The Committee shall follow the principles detailed below when performing its functions:

a.        it shall refer to the typical pay levels adopted by peer companies and take into consideration the reasonableness of the correlation between remuneration and individual performance, and the Group's business performance and future risk exposure, when assessing performance and remuneration of directors and managerial officers of the Group;

b.        it shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate; and

c.        it shall take into consideration the characteristics of the industry and the nature of the Group's business when determining the ratio of bonus payout based on the performance of its directors and senior management and the time for payment of the variable part of any remuneration.

The Committee may by resolution, at the cost of the Company, engage an attorney, certified public accountant, or other professionals to conduct a necessary audit or provide advice with respect to any matter related to the exercising of the Committee's powers.


Internal Audit

EASTECH has adopted adequate internal controls and has established risk management mechanisms to monitor risk-bearing capacity and to determine compliance with risk response strategies and risk management procedures.  The objectives of the internal controls are to safeguard the Group's assets, shareholders' interests and to achieve the following:

1.        effectiveness and efficiency of operations;
2.        reliability of financial reporting; and
3.        compliance with applicable laws and regulations.

EASTECH has an internal audit unit to assist the Board of Directors and managers in inspecting and reviewing defects in the internal control systems as well as measuring operational effectiveness and efficiency, and making timely recommendations for improvements to ensure the sustained operating effectiveness of the systems and to provide a basis for review and correction.

The internal audit unit formulates annual audit plans based on the results of its risk assessment.  The annual internal audit plan and any amendments thereto have to be passed by the Audit Committee and Board of Directors.  The internal auditors report directly and regularly to the Audit Committee.  The internal audit unit has appointed qualified persons in an appropriate number to ensure that the internal audit function is adequately resourced and has appropriate standing within the Group.