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Corporate Governance

Investor
The 4th Compensation Committee( June 14, 2019 ~ June 13, 2022)
The 9th Board of Directors( June 14, 2019 ~ June 13, 2022)

Hsieh, Chia-Ying

Convener
  • National Taiwan University/ MBA
  • National Taiwan University/ BS, Electrical Engineering
  • LOTES CO., LTD./ Independent Director
  • Leltek INC./Director
  • Total Fortune Capital Limited/ Executive Director
  • Realtek Semiconductor Corp./ Executive Assistant to the President
  • COMMUNICATOR VENTURE MANAGEMENT INC. /Vice President
  • MIS JOINT INTERNATIONAL CO., LTD. /Vice President

Jiaming Investment Co., Ltd. Representative:Chu, Te-Hsiang

Chairperson
  • Taishan Senior High School/ Mechanical Department
  • Lotes Co., Ltd./Chairperson
  • Jiaming Investment Co., Ltd./Chairperson
  • Jinling Investment Co., Ltd./Supervisor
  • Good Hope Investments Limited/Chairperson
  • LOTES INVESTMENT LTD./Chairperson
  • Lotes Suzhou Co., Ltd/Chairperson
  • Lotes Guanghou Co., Ltd/Vice Chairperson
  • Jiayu Investment Co., Ltd./Chairperson
  • Ememe Robot Co., Ltd/Chairperson
  • Lucemitek Co., Ltd/Legal Representative of a Director
  • Lintes Technology Co., Ltd/Chairperson
  • Radinet Communications Inc./Legal Representative of a Director
  • Dechuan Investment Co., Ltd./Chairperson

Hu, Jui-Ching

Committee Member
  • Stanford University, USA/Ms, Operations Research
  • National Chiao Tung University /EMBA
  • National Chiao Tung University/BS, Applied Mathematics
  • LOTES CO., LTD./ Independent Director
  • Hermes-epitek Corporation./Vice President
  • Gudeng Precision Industrial Co., Ltd./Supervisor
  • Hermes Microvision Inc./Vice President
  • Metrodyne Microsystem Corp./Vice President
  • Intel Microelectronics Asia Ltd. Taiwan Branch./ Strategic Investment Officer

Jiaming Investment Co., Ltd. Representative:Ho, Te-Yu

Director
  • Northern Occupational Training Council / Department of Die Molding
  • Lotes Co., Ltd./President
  • Jinling Investment Co., Ltd./Chairperson
  • Dunlin Investment Co., Ltd./Chairperson
  • Good Hope Investments Limited/Director
  • LOTES INVESTMENT LTD./Director
  • Lotes Guanghou Co., Ltd/Chairperson
  • Lotes-zsdz Co., Ltd/Chairperson
  • Tsongkha Technology (Shenzhen ) Co., Ltd/Director
  • Lotes Suzhou Co., Ltd/Vice Chairperson
  • Lotes Hengnan Co., Ltd./Chairperson
  • Lotes Hengnan Co., Ltd./Chairperson
  • Lintes Technology Co., Ltd/Director
  • Jiayu Investment Co., Ltd./Director
  • Lotes Zhongshan Co., Ltd/Director

Lan, Ching-yao

Committee Member
  • Soochow University/Master of Accounting
  • National Taipei University of Business /Adjunct Assistant Professor
  • Senior Consultant

Tsai, Ming-Jui

Director
  • Ming Chuan University/ Master of International Business
  • Lotes Co., Ltd./Sales Senior Vice President
  • Lotes Co., Ltd./Sales Assistant Vice President
  • LOTES EU GmbH/Director

Chin, Chang-Min

Director
  • National Taiwan University/Master of Accounting;
  • KenWill United CPAs Firm/Director
  • The First Accounting Firm/Senior Accountant
  • Yong Shun Chemical Co., Ltd./Independent Director
  • Taiwan Sanyo Electric Co., Ltd/Independent Director
  • Transglobe Capital Management Ltd. (TGCM)/Consultant

Hsieh, Chia-Ying

Independent Director
  • National Taiwan University/ MBA
  • National Taiwan University/ BS, Electrical Engineering
  • Leltek INC./Director
  • Total Fortune Capital Limited/ Executive Director
  • Realtek Semiconductor Corp./ Executive Assistant to the President
  • COMMUNICATOR VENTURE MANAGEMENT INC. /Vice President
  • MIS JOINT INTERNATIONAL CO., LTD. /Vice President

Hu, Jui-Ching

Independent Director
  • Stanford University, USA/Ms, Operations Research
  • National Chiao Tung University /EMBA
  • National Chiao Tung University/BS, Applied Mathematics
  • Hermes-epitek Corporation./Vice President
  • Gudeng Precision Industrial Co., Ltd./Supervisor
  • Hermes Microvision Inc./Vice President
  • Metrodyne Microsystem Corp./Vice President
  • Intel Microelectronics Asia Ltd. Taiwan Branch./ Strategic Investment Officer
The company's compensation committee is established in accordance with the " Securities and Exchange Act" and related regulations.
The members shall be appointed by a resolution of the board of directors, and the number shall be three. At least one member shall be an independent director, and all members shall elect an independent director as the convener.
The term of the members of this committee is the same as the term of the appointed board of directors.

Responsibility :
 -Formulate and regularly review the policies, systems, standards and structures of performance evaluation and remuneration of directors, supervisors and managers.
 - Regularly evaluate and determine the remuneration of directors, supervisors and managers. The relevant supervisory salary and remuneration proposal shall be submitted to the board of directors for discussion, and the supervisor’s salary and remuneration shall be prescribed by the company's articles of association or the board of directors authorized by the resolution of the shareholders meeting.
The election of independent directors of the company adopts the candidate nomination system of Article 192-1 of the Company Law, and is stated in Article 13 of theArticles of Incorporation:the number of the independent directors should not be less than two persons and should not be less than one-fifth of the total numbers of directors. In terms of the professional qualifications, shareholding, and part-time restrictions, independence determination, nomination and selection methods, and other compliance matters, the regulations of the competent security authorities must be followed.
 
The nomination system is adopted for the election of the independent directors in this Company. The shareholders must elect from the candidate list of independent directors.

Major resolution

2020.03.23Major Subject
2. The company's 2019 employee remuneration and the amount and payment of directors and supervisors.
2020.03.25Major Subject

1. The company's 2020 budget.
2. The company's 2019 employee remuneration and the amount and payment of directors and supervisors.
3. The company's 2019 business report, financial statements and consolidated financial statements.
4. The company's 2019 surplus distribution..
5. Issued the Company’s “Statement for internal control system”.
6. Amend part of the company's "Board Meeting Control Operations".
7. Amend part of the "Rules of Procedure of Shareholders' Meetings" of the company.

2020.05.11Major Subject

1. The company plans to apply for the comprehensive credit line to SinoPac Commercial Bank Co., Ltd. in
     US$ 6 million (annual renewal).
2. The Company’s 100% owned reinvestment business in China, Lotes Guanghou Co., Ltd, plans to apply for a credit
     line of US$ 8 million to SinoPac Commercial Bank Co., Ltd., and the company will provide a guarantee for the
     reinvestment company.
3. To draw up the "Board of Directors Self-evaluation Measures" proposal.
2020.06.24Major Subject
1. Setting the Company’s 2019 ex-dividend date for cash dividend.
2. To draw up the "Administrative Measures for Preventing Insider Trading" of the company.
3. The company plans to apply for a comprehensive credit line of NT$200 million to Hua Nan Bank (renewal).
4. The company plans to apply for a comprehensive credit line of US$ 3 million to Mega International Commercial
     Bank (renewal).
5. The company plans to apply for a comprehensive credit line of NT$300 million to E. SUN Bank (renewal).
2020.08.11Major Subject

1. Invest in the establishment of a subsidiary in Vietnam to strengthen the flexibility of the group's production capacity
     adjustment, reduce the risk of excessive concentration of the group's production capacity, and expand the
     business layout in the Southeast Asian market.
2. The company plans to apply for a comprehensive credit line of NT$800 million to Hua Nan Bank for the 2019
     dividend project.
3. To draw up the "Code of Practice for Corporate Governance".
4. To draw up the "Integrity Management Operating Procedures and Behavior Guidelines".
5. The appointment of the head of corporate governance of the company.
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