Insyde Software Corporate Governance Structure
Board of Directors
The board of directors is Insyde Software’s highest governing body. Directors are elected through a shareholders meeting in accordance with “Regulations Governing Election of Directors and Supervisors.” “Corporate Governance Best-Practice Principles” formulates the structure of the board of directors and its policy of diversity.
The board of directors structure is determined by choosing an appropriate number of board members, not less than seven. Board of directors shall be determined by directors’ professional knowledge and abilities (including professional knowledge and experience in economic, environmental and social issues) and taking diversity (e.g. gender, age and culture) into consideration based on the company’s business operations, operating dynamics, and development needs so as to empower the directors to help make material contributions to the operations of the company.
The qualification requirements and election of independent directors are as follows: during the two years before being elected or during the term of office, an independent director may not have been or be an employee or related party of the company or any of its affiliates.
Supervisor
Supervisor is another corporate governing body. Insyde Software is governed by three supervisors elected by the shareholders meeting, whose duties are supervising the implementation of the operations of the company, directors and managers and reviewing the enforcement of the internal control system so as to reduce the operational risks. When a meeting of the board of directors is held, each supervisor shall be notified to attend the board so as to control the business operation of the company and oversee the board’s operation and to state their opinions when appropriate.
Remuneration Committee
Insyde established a remuneration committee in 2010. The members of remuneration committee are appointed by resolution of the board of directors in accordance with the “Remuneration Committee Charter”, whose main duties include periodically reviewing the performance for the directors, supervisors and managerial officers of the Company and the policies, systems, standards and structure for their compensation, and making recommendations for amendments to “Remuneration Committee Charter”.
The 3rd remuneration committee members are three—two independent directors and a outside professionals Mr. Tsai, Wen Cheng.