Election of Directors (including Independent Directors)

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Election of Directors (including Independent Directors)

Election of Directors (including Independent Directors)

Election of Directors (including Independent Directors)

 

According to Wistron's Articles of Incorporation, Wistron will have a Board of Directors consisting of 7 to 9 Directors, who will be elected by the shareholders' meeting from the director candidate list via the candidate nomination system. Each Director will serve an office term of three years and may be re-elected. And the Board of Directors shall be composed of at least 3 Independent Directors, who will be elected at the shareholders’ meeting from the independent director candidate list via the candidate nomination system.



Election of the Directors (including Independent Director) Candidates for the 10th Board of Directors in 2024

 

Wistron's 9th Board of Directors has its term until July 19, 2024. At the regular meeting on March 13, 2024, Wistron's Board of Directors approved the nominations of 9 Directors (including 5 independent directors), with their three-year term extending from May 30, 2024 to May 29, 2027. All directors (including independent directors) for the 9th Board of Directors will be elected pursuant to the procedure of candidate nomination system.



According to Article 192-1 of the "ROC Company Act", Wistron announced on March 13, 2024 that any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors (including independent directors) in writing.

 
  1. The number of directors (including independent directors) to be elected: 9 seats (including 5 seats of independent directors).
  2. The period for accepting the nomination of director candidates (including independent directors): March 15 to March 25, 2024.
  3. The place designated for accepting the roster of director nominees (including independent director): Wistron Shareholders Service Office (Address: No. 158, SingShan Rd., Neihu, Taipei, Taiwan, ROC, Tel: (02)6600-7998).
  4. Attachments to be submitted: Any shareholder qualified to so nominate may submit to Wistron the name, educational background and past work experience of the nominee(s), a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee. Without above documents, the name of the nominee(s) will be dropped from the list of the Company’s director candidates (including independent directors).
  5. For Wistron’s Board of Directors smoothly reviewing and approving the nomination of director candidates (including independent director), any shareholder qualified to nominate shall send out the motion letter to Wistron via registered post, with “The Motion for Shareholders’ Meeting” being marked on the cover of the envelope. The entire document must arrive at Wistron’s Shareholder Service Office by 5:00 PM, March 25, 2024, or must be postmarked by March 25, 2024.



During the above-mentioned nomination period, none of the shareholders holding 1% or more of the outstanding shares presented a roster of director candidates (including independent director) in writing to the Company during the nomination period for consideration.

At the regular meeting of March 12, 2024, Wistron's Board of Directors reviewed the educational backgrounds, past work experiences, professional qualifications and independence status which met the requirements of Articles 2, 3 & 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Section 4 of Article 192-1 of the “ROC Company Act”. The Board of Directors approved the formal appointment of Mr. Hsien-Ming Lin and other eight persons as the 9 directors candidates (including 5 independent directors) for the 9th Board of Directors to stand for election at Wistron’s 2024 Annual General Shareholders’ Meeting on May 30, 2024.

The Company, in accordance with Article 192-1 of the Taiwanese Company Act, publicly disclosed the director candidates (including independent director) list and related information for the 2021 Annual General Shareholders’ Meeting on the Market Observation Post System.



Candidates’ Information (Qualifications which match legal eligibility requirements)


Title Name Gender Academic Qualifications and Major Past Positions Current Positions (Note 1) Shareholdings (Note 2)
Director Simon Lin (Hsien-Ming Lin) Male
  • Bachelor Degree from National Chiao Tung University
  • President of Acer Inc.
  • Chairman & CSO of Wistron Corp. (listed Company)
  • Director of Gamania Digital Entertainment Co., Ltd. (TPEx Listed Company)
  • Independent Director of Elan Microelectronics Corp. (listed Company)
  • Chairman of Wistron Digital Technology Holding Company
42,599,252
Director Legal Representative of Wistron NeWeb Corporation: Haydn Hsieh (Hong-Po Hsieh) Male
  • Bachelor Degree in electrical engineering from Ta-Tung Institute of Technology
  • Senior Vice President of Acer Inc.
  • CEO of Wistron NeWeb Corp.
  • Director of Wistron Corp.(listed Company)
  • Chairman & CSO of Wistron NeWeb Corp.(listed Company)
  • Independent Director of Raydium Semi-conductor Corp.(Emerging Stocks)
  • Director of Apacer Technology Inc.(listed Company)
  • Director of aEnrich Technology Corp.
  • Director of WNC Holding Corporation
  • Director of NeWeb Holding Corporation
28,796,209
Director Philip Peng (Chin-Bing Peng) Male
  • Master Degree in business administration from National Chengchi University
  • Senior Vice President & CFO of Acer Inc.
  • President of ID SoftCapital Inc.
  • Director of Wistron Corp.(listed Company)
  • Director of Wistron NeWeb Corp.(listed Company)
  • Director of Wistron Information Technology & Services Corp.(TPEx Listed Company)
  • Independent Director of AU Optronics Corp.(listed Company)
  • Independent Director of Apacer Technology Inc.(listed Company)
  • Chairman of Smart Capital Corp.
  • Director of Zigong Art Sharing Co., Ltd.
  • Director of Cruise10 Co. Ltd.
  • Supervisor of Allxon Inc
1,108,870
Director Jeff Lin
(Jiann-Shiun Lin)
Male
  • Master of Business Administration of the State University of New York at Stony Brook
  • President & CEO of Wistron Corp.
  • President & CEO of Wistron Corp. (listed Company)
  • Director of Global Lighting Technologies Inc.(listed Company)
  • Director of Zhongshan Global Lighting Technology Limited Co.
  • Chairman of Kaohsiung Opto-Electronics Inc.
  • Chairman of WiBASE Industrial Solutions Inc.
  • Director of WiSuccess Asset Management Corporation
2,369,000
Independent Director Jack Chen (Yu-Liang Chen) Male
  • Bachelor Degree in electrical engineering from National Taiwan University
  • Chairman of Spirox Corp.
  • Chairman of RDC Semiconductor Co., Ltd.
  • Independent Director of Wistron Corp.(listed Company)
  • Chairman of Spirox Corp.(listed Company)
  • Director of RDC Semiconductor Co., Ltd. (TPEx Listed Company)
  • Director of Taiwan Oasis Technology Co., Ltd.(TPEx Listed Company)
  • Director of Browave Corp.(TPEx Listed Company)
0
Independent Director S. J. Paul Chien (Shyur-Jen Chien) Male
  • Master Degree in Chemical Engineering from Massachusetts Institute of Technology
  • Chairman & President of Vanguard International Semiconductor Corp.
  • Independent Director of Wistron Corp. (listed Company)
  • Independent Director of Nan Ya Printed Circuit Board Corp. (listed Company)
  • Director of Ultra Chip, Inc. (Emerging Stocks)
  • Independent Director of ION Electronic Materials Co., Ltd. (TPEx Listed Company)
  • Chairman of FUCHU General Contractor Corp.
  • Chairman of FUCHU Investment Corp.
0
Independent Director Peipei Yu (Pei-Pei Yu) Female
  • Graduate School of Business of Stanford Executive Program
  • Master Degree in college of Business Administration from University of British Columbia
  • Bachelor Degree in college of Money and Banking from National Chengchi University
  • Managing Director of Goldman Sachs (Asia) L.L.C.
  • Chairman of Zoyi Venture Capital Co., Ltd.
  • Independent Director of Wistron Corp. (listed Company)
  • Independent Director of Cathay Financial Holding Co., Ltd. (listed Company)
  • Independent Director of Cathay Life Insurance Co., Ltd. (Public Company)
  • Independent Director of Cathay Century Insurance Co., Ltd. (Public Company)
  • Chairman of Vigor Kobo Co., LTD.
    (Emerging Stocks)
  • Director of Hong Ting Investment Management Limited
  • Director of SmartBee Intelligence Company Ltd.
  • Director of CMVT Ltd.
0
Independent Director Frank Juang
(Chain-Shinn Juang)
Male
  • Master ’s degree in Law, Institute of Technology Law from National Chiao-Tung University
  •  Master’s degree of Business Administration from University of Lowa
  • Bachelor’s degree of Business Administration from National Taiwan University
  • Chairman of Young Optics Inc.
  • Chairman of Optoma Technology Corporation
  • Vice President of Bankers Trust Company, Taipei Branch
  • Vice President of H&Q Asia Pacific
  • Independent Director of Continental Holdings Corporation (listed Company)
  • Director of Azure Investment Ltd.
Independent Director Mei-Ling Chen Female
  • Doctor’s degree in college of Law from National Chengchi University
  • Master’s degree in college of Business Administration from University of British Columbia
  • Bachelor’s degree in college of Law from National Chengchi University
  • Executive Yuan Secretary-
  • Independent Director of AcBel Polytech Inc.  (listed Company)
  • Chairman of Taiwan Regional Revitalization Foundation
  • Director of Witology Markettrend Research Institute
0

 
  • Note1: As of the current position on March 12, 2024
  • Note2: As per the actual reported number of shares on April 1, 2024



Election Process and Election Results

The Company, through the 2024 Annual General Shareholders’ Meeting, implemented the candidate nomination procedure and completed the election for the 4 seats of the directors and the 5 seats of the independent directors. Their terms of service shall be three years, from May 30, 2024 to May 29, 2027. The list of the newly elected directors is attached herewith:

Director

Name Shareholder No./ID No. Ballots Received
Simon Lin (Hsien-Ming Lin) 000002 1,396,954,155
Mr. Jeff Lin (Jiann-Shiun Lin) 001953 1,310,683,405
Legal Representative of Wistron NeWeb Corporation: Haydn Hsieh (Hong-Po Hsieh) 377529 1,224,589,102
Philip Peng (Chin-Bing Peng) 000005 1,222,651,721



Independent Director

Name Shareholder No./ID No. Ballots Received
Frank Juang (Chain-Shinn Juang) U12001**** 1,271,737,206
Jack Chen (YuLiang Chen) R10268**** 1,235,208,446
S. J. Paul Chien (Shyur-Jen Chien) A10013**** 1,233,161,616
Peipei Yu (Pei-Pei Yu) F22093**** 1,228,060,041
Mei-Ling Chen U22002**** 1,226,614,891