TiMOTION, in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and relevant regulations issued by authorities, has established a transparent corporate governance framework and provided information on the operations of the Board of Directors to implement corporate governance and safeguard the rights and interests of stakeholders.
TiMOTION highest governing body is the Board of Directors, consisting of five directors. Its primary responsibilities include discussing and resolving major operational strategies and decisions, as well as overseeing our compliance with laws and regulations, the transparency and timeliness of information disclosure, and the implementation of ethical business practices.
We have established an internal audit unit that reports directly to the Board of Directors to assist the Board in implementing internal controls and fulfilling its supervisory duties. To continuously strengthen the corporate governance system and operational efficiency, we plan to establish a “Compensation Committee” and an “Audit Committee” in 2026. The establishment of these functional committees will not only comply with relevant laws and regulations but also effectively enhance the Board’s supervisory effectiveness and decision-making transparency.
In accordance with the regulations, the Board of Directors convenes the General Meeting of Shareholders, at which directors are elected by vote of shareholders with voting rights. At the 2025 General Meeting of Shareholders, we completed the election for the seventh term of the Board of Directors, electing a total of five directors.
In consideration of operational decision-making efficiency, TiMOTION currently owns the Chairman serving concurrently as General Manager. However, to strengthen the Board’s independence and enhance corporate governance effectiveness, we plan to convene a shareholders’ meeting in December 2026 to elect four additional independent directors, thereby introducing Board members with professional backgrounds and independent judgment capabilities to participate in the deliberation of major decisions. Following the election of these four additional independent directors, the Board will expand to nine members, with a majority consisting of outside directors who are neither employees nor managers of the company, thereby further strengthening the Board’s independence and oversight functions.
TiMOTION places great importance on the diverse composition of its Board of Directors and has established appropriate diversity policies in accordance with the nature of its business and development needs. In addition to professional competence and experience, the composition of the Board also takes into account fundamental criteria and values such as gender, age, nationality, and cultural background, covering the following two major aspects:
These include diverse backgrounds such as gender, age, nationality, and culture. We aim to have female directors account for one-third of the total Board seats to promote gender balance and the integration of diverse perspectives.
This includes professional backgrounds in law, accounting, finance, industry, marketing, or technology, as well as practical experience in related fields, to enhance the quality of Board decision-making and the effectiveness of oversight.
To implement board member diversity and strengthen the governance structure, we completed the full re-election of the 7th Board of Directors ahead of schedule on June 30, 2025, adding one external director with a professional background to introduce external perspectives, enhance the Board’s diversity and external oversight functions, and improve the objectivity and diversity of Board decision-making.
To further strengthen the Board’s independence and improve corporate governance, we plan to convene a shareholders’ meeting in December 2026 to elect four additional independent directors. This will bring in Board members with professional backgrounds and independent judgment to participate in the deliberation of major decisions, thereby further enhancing the Board’s independence and oversight functions.In addition, the Board will include at least one female director to continue promoting gender balance and the integration of diverse values, demonstrating our commitment to and implementation of its board diversity policy.
| Name | Title | Gender | Nationality | Age | Term of Office as Director | Concurrent Roles in Senior Management |
|---|---|---|---|---|---|---|
| Steven Tseng | Chairman | Male | ROC | 51 years of age or older | 9+ years | General Manager |
| David Lan | Vice Chairman | Male | ROC | 51 years of age or older | 9+ years | Executive Vice President |
| Joesph Wu | Director | Male | ROC | 51 years of age or older | 1–3 years | Senior Vice President |
| Leo Lin | Director | Male | ROC | Ages 31–50 | 1–3 years | Vice President |
| Ivan Hsiao | Director | Male | ROC | Ages 31–50 | 1–3 years | None |
We have not yet implemented a performance evaluation for the Board of Directors. However, to strengthen corporate governance and enhance the overall operational efficiency of the Board, we plan to establish the Performance Evaluation Guidelines for the Board of Directors and Functional Committees in 2026 to ensure the objectivity and fairness of the evaluation process. The evaluation results will be reported to the Board of Directors and used as a basis for continuous improvement and refinement:
To continuously strengthen the governance capabilities of Board members, TiMOTION has, in accordance with our Education and Training Management Guidelines, planned and arranged relevant professional training courses on an annual basis for internal directors (who are Company employees) to assist them in fulfilling their duties and enhancing their governance capabilities. However, no relevant training guidelines have yet been established for external directors (who are not Company employees).
It is anticipated that by 2026, we will require all directors to participate annually in continuing education courses recognized by the competent authorities and to complete the statutory number of continuing education hours. This is intended to continuously enhance directors’ professional knowledge, strengthen their performance, and thereby improve our overall governance effectiveness.