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Board of Directors

Fulfilling Supervisory Duties with Complete Supervision and Management Functions

Our Board of Directors is composed of 7 directors, 3 of whom are independent directors. The members of the Board of Directors have diversified backgrounds in genders, specialties & expertise, and industrial management. To make the supervisory function and management system more complete, our Board of Directors also set up Audit Committee, Remuneration Committee, and Internal Audit Office to assist the Board with its supervisory duties.

According to the "Regulations Governing Procedure for Board of Directors Meeting", our Board of Directors meetings are convened at least once a quarter with a total of 17 convened in 2025. The Board of Directors is mainly responsible for the review of the company's financial reports, stipulation and amendment of internal control policies, appointment and supervision of managers, evaluation of internal control policies, selection and appointment of accountants, election and dismissal of the chair of the board, and decision making on business strategies. In case there are conflicts of interest involved in the proposal, the directors should recuse themselves from the meetings. Major resolutions of the board of directors, attendance of directors, and remuneration of directors have been disclosed in the company's annual report for shareholders and stakeholders to refer to.

List of Directors (Independent Directors Included)

Position Nationality / Place of Registration Sex Name Background (Education & Work Experience)
Chair ROC Male Tu Chun-Kuang
  1. Director and General Manager of Hong Kong Ask Technology Group
  2. Vice President of Golden Harvest Cinema Group, Hong Kong
  3. Supervisor of VIESHOW CINEMAS Co., Ltd., Taiwan
Director ROC - Kuang Pu Electric Co., Ltd. -
Director ROC Male Representative - Hsieh Ping-Hui
  1. Department of Accounting, Feng Chia University
  2. Assistant Manager, Audit Division, Deloitte & Touche
Director ROC - Global Angel Investments Limited -
Director ROC Female Representative - Hsieh Fang-Shu
  1. Department of Accounting, Ling Tung University
  2. Employee of CTBC Bank
Director ROC - Chun Yueh Feng Hui Investment Co., Ltd. -
Director ROC Female Representative - Tu Ching-Ting
  1. Graduate Institute of Business Administration, National Taiwan University
  2. Vice President of IBM Taiwan Corporation
Independent Director ROC Female Hung Pi-Lien
  1. Master of Accounting, National Chengchi University
  2. Intermediate Specialist of Taipei Exchange
  3. Supervisor of LIWANLI Innovation Co., Ltd.
Independent Director ROC Male Chang Yu-Te
  1. Bachelor of Economics, Simon Fraser University
  2. Director of Deken Asset Management Co., Ltd.
  3. Director of Kai De Xiang Yu Co., Ltd.
  4. Director of Xinzhan Development Investment Co., Ltd.
Independent Director ROC Female Hsieh Yi-Chun
  1. Master of Marketing, Golden Gate University
  2. General Manager of Nawa Game Co., Ltd.
List of Directors (Independent Directors Included)

The board diversity policy and its implementation of the company are presented below:

Board Diversity Policy as stipulated in Article 20 of the Company's Corporate Governance Best Practice Principles:
◦The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
(1) Basic requirements and values: Gender, age, nationality, and culture.
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

◦All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
(1) Ability to make operational judgments.
(2) Ability to perform accounting and financial analysis.
(3) Ability to conduct management administration.
(4) Ability to conduct crisis management.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Ability to lead.
(8) Ability to make policy decisions.

Fulfillment:

The company currently has 4 directors (including 3 corporate directors, each having appointed one representative), and 3 independent directors; all 7 natural persons are citizens of the Republic of China, 3 males and 4 females: 1 aged between 30 and 40, 4 aged between 40 and 50, and 2 aged between 50 and 60. The term of office of 1 independent director has reached three terms, and the term of 2 independent directors has not yet reached three terms. The company has always attached great importance to gender equality of the members of the board. Currently, there are 4 female directors among the 7 directors (independent directors included), accounting for 57%.
Management Objective
▩The members of the board of directors include at least one woman. (Reached)
▩Independent directors have not exceeded three terms. (Reached)
Board Diversity
Board Diversity\
Name of Directors		 Gender Age Operational
Judgment		 Accounting
& Financial
Analysis		 Management
Administration		 Crisis
Management		 Industry
Knowledge		 International
Market
Perspective		 Leadership Decision
Making
Chair
Tu Chun-Kuang		 Male 40~50 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Corporate Director Representative
Hsieh Ping-Hui		 Male 50~60 ✔ ✔ ✔ ✔ ✔   ✔ ✔
Corporate Director Representative
Hsieh Fang-Shu		 Female 40~50 ✔ ✔ ✔ ✔     ✔ ✔
Corporate Director Representative
Tu Ching-Ting		 Female 40~50 ✔   ✔ ✔   ✔ ✔ ✔
Independent Director
Hung Pi-Lien		 Female 50~60 ✔ ✔ ✔ ✔     ✔ ✔
Independent Director
Chang Yu-Te		 Male 30~40 ✔ ✔ ✔ ✔   ✔    
Independent Director
Hsieh Yi-Chun		 Female 40~50 ✔   ✔ ✔ ✔      

Board Diversity

To implement corporate governance and enhance the Company's board functions, and to set forth performance objectives to improve the operation efficiency of the board of directors, the Company has established regulations governing the board performance evaluation on January 11, 2017. The board committee's charters shall be subject to review at least once a year and the Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.

1. Internal Assessment
The Company's performance assessment for the year 2024 is supervised by the Finance Department, who serves as the executing unit for both the internal self-assessment of the Board of Directors and the evaluation of its Board Members. Additionally, the performance evaluation of the Remuneration Committee is administered by the Human Resources Department, while the performance evaluation of the Audit Committee is conducted by the Finance Department.

1. Assessment Criteria

The assessment criteria for the Board of Directors cover five key areas:
1.1 Active participation in company operations.
1.2 Enhancement of decision-making quality within the board.
1.3 Evaluation of board composition and structure.
1.4 Consideration of director selection and ongoing education.
1.5 Internal controls.

For board members, assessment focuses on six dimensions:
1.1 Understanding and alignment with company goals and missions.
1.2 Awareness of directorial responsibilities.
1.3 Active involvement in company operations.
1.4 Management of internal relationships and communication.
1.5 Commitment to professional development and continuous education.
1.6 Internal controls.

Functional committee assessments are based on five core criteria:
1.1 Active participation in company operations.
1.2 Understanding of committee responsibilities.
1.3 Contribution to enhancing decision-making quality within committees.
1.4 Evaluation of committee composition and member selection.
1.5 Internal controls.

2. The Results of the Board of Directors' Performance Evaluation for the Year 2024 (Including Functional Committees):

2.1 The Board of Directors conducted a self-assessment covering five major dimensions with a total of 45 items. The overall achievement rate exceeded 90%, indicating that the overall operation of the board is relatively sound and in line with corporate governance standards.
2.2 Board members conducted a self-assessment covering six major dimensions with a total of 23 items. The overall achievement rate exceeded 90%, demonstrating positive evaluations of the efficiency and effectiveness of the various indicators by the board members.
2.3 Functional committees underwent a self-assessment covering five major dimensions with a total of 26 items. The overall achievement rate exceeded 90%, indicating that the overall operation of the functional committees is relatively sound and in compliance with corporate governance standards.

Board self-assessment Excellent
Board member self-assessment Excellent
Functional Committee (Audit) Excellent
Functional Committee (Compensation) Excellent


Overall, the results of the Board of Directors' performance evaluation for the year 2024 indicate that the set objectives have been achieved.


3. In accordance with corporate governance principles, the following are areas for improvement:

3.1 Attendance of Directors at Shareholders' Meetings: In the fiscal year 2024, only one director attended the shareholders' meeting (where there must be a majority of directors present, including at least one independent director).
3.2 Continuing Education for Directors: In the fiscal year 2024, only two directors and one independent director completed 3 hours of continuing education, and two independent directors completed 6 hours. Not all directors have met the requirement (where newly appointed directors are required to complete 12 hours in their first year, while continuing directors are required to complete 6 hours annually).
The results of the Board of Directors' performance evaluation for the year 2024 were presented at the board meeting on January 15, 2025.

2. External Assessment
On December 9, 2025, the Company entrusted the Taiwan Academy of Integrity Management with the external board performance evaluation for the year 2025. The evaluation covered four dimensions: board professional competence, decision-making effectiveness, internal control, and sustainable management. The assessment was conducted through document review, directors' self-assessment questionnaires, and online interviews, encompassing seven areas including composition and structure, selection and continuing education, participation in operations, enhancement of decision-making quality, internal control, ESG, and CSR. The external board performance evaluation report for the year 2025 was presented to the Board of Directors on March 16, 2026.

The Taiwan Academy of Integrity Management and the executive committee members responsible for this evaluation have no business dealings with the Company and are independent. An independence declaration has been issued.

The results of the external board performance evaluation, including recommendations for improvement and future improvement plans or actions, are as follows:

No. Recommendations for Improvement Future Improvement Plan
1 Board Professional Competence
Pay attention to the number and diverse composition of board members to strengthen board functions.		 The Company will consider implementing the recommendations in the future.
Directors will be encouraged to actively participate in continuing education.
The Company plans to invite professional institutions to conduct seminars on topics related to group business or important regulations.
2 Board Decision-Making Effectiveness
Strengthen the documentation of directors' remarks in board meeting minutes.		 The Company will consider implementing the recommendations in the future.
The Company will consider including summary records of key discussion content and opinions in meeting minutes.
3 Board's Emphasis on and Supervision of Internal Control
Establish and implement an integrated risk management mechanism.		 The Company will consider implementing the recommendations in the future.
The Company will consider establishing relevant functional committees.
4 Board's Attitude Toward Sustainable Management
Strengthen the independence of whistleblower reporting channels.		 The Company will consider implementing the recommendations in the future.
The Company will consider further strengthening the mechanisms for receiving and investigating whistleblower reports.

Directors (Including Independent Directors) Election Related Information

According to Article 17 of the Articles of Association, there are seven directors and three supervisors. A candidate nomination system is adopted, whereby shareholders shall elect directors and supervisors from the roster of candidates. The term of office is three years, and directors may be re-elected. The number of independent directors among the aforementioned directors shall not be less than two, and shall not be less than one-fifth of the total number of director seats.

The Company adopts a candidate nomination system in accordance with the provisions of Article 192-1 of the Company Act. Prior to the book closure date before the shareholders' meeting, the Company shall publicly announce the acceptance period for director (including independent director) candidate nominations, the number of directors (including independent directors) to be elected, and the acceptance period shall not be less than ten days. The roster of director (including independent director) candidates shall be reviewed by the board of directors to confirm that nominees meet the qualifications required of directors (including independent directors), and then submitted to the shareholders' meeting for election.

Announcement of Candidate Nomination System for Election of Directors - Acceptance of Nominations

No. 1
Title Announcement of Acceptance of Director (Including Independent Director) Candidate Nominations by Lightek Opto-Electronics
1. Basis
Basis In accordance with the provisions of Article 192-1 and Article 216-1 of the Company Act and the resolution of the board of directors of the Company on March 28, 2025.  
Date of AGM Annual General Meeting on June 5, 2025
2. Operating Procedures
Qualification for Nominating Shareholders Any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of director candidates (independent directors included).
Candidates The company should elect seven directors (including three independent directors).
Period of Acceptance From March 29, 2025 to April 8, 2025
Explanation: According to the Interpretation Jing Shang Zi No. 10702429010 issued by the Ministry of Economic Affairs on December 21, 2018, if the roster of director candidates is proposed by the board of directors, it shall not be subject to the restriction of the acceptance period provided in the public announcement.
Location of Acceptance (address & accepting unit) Department of Finance, Lightek Opto-Electronics Inc. (5F, No. 8, Lane 11, Section 2, Dunhua South Road, Da-an District, Taipei City)
Date of Nominating Committee The Company has not established a Nominating Committee
Date of Reviewing the Board of Directors or Other Authorized Conveners Estimated on April 16, 2025 Remarks:
Other Operating Procedures
  1. Shareholders who wish to submit a roster of director candidates (including independent directors) at the annual general meeting may do so at 9:00 AM to 5:00 PM from March 29, 2025 to April 16, 2025. Only parcels that are successfully delivered in person or sent through postal service are accepted. The mailer shall confirm that the mail arrives within the acceptance period, add the words "Director Candidate (Including Independent Director) Nomination Letter for 2025 Annual General Meeting" on the envelope, send it by registered mail, and specify the contact person and contact information.
  2. Where the number of director candidates nominated exceeds the quota of the directors (including independent directors) to be elected or where the director candidates (including independent directors) nominated fail to meet the statutory qualification, they shall not be included in the roster of candidates.
Documents to be Attached by the Nominating Shareholders
  1. If an independent director candidate has already served as an independent director of the Company for three consecutive terms, the reasons for the nomination shall be attached.
  2. The original copy of the Shareholder Nomination Application Form, which shall include the following information:
    1. (1) Information of the Nominating Shareholder: account number, account name, ID number (national ID card number or tax ID number), shareholding, contact information (address and phone number).
    2. (2) Information of the nominee: account number, name, national ID card number or tax ID number, education, work experience, government sector or corporate entity the candidate represents, type of nominee.
    3. (3) Signature and seal from the nominating shareholder.
    4. (4) The following documents to be attached for independent director nominations.
Documents to be Attached by the Nominee
(as required in Article 2 to 5 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies)
Independent Director Specific Proof of Compliance
(1)
Documentation proving that the independent director candidate meets professional qualification requirements		 Documentation or the original copy of the declaration required in Article 2 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
(2)
Documentation proving the independence of the independent director candidate		 Documentation or the original copy of the declaration required in Article 3 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
(3)
Documentation proving that the independent director candidate does not concurrently serve as an independent director of more than three other public companies		 Documentation or the original copy of the declaration required in Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
(4)
Other Document of Identification
(For example: Those who nominate full-time teachers in public colleges and universities should attach documents of school approval)
 If the nominee of an independent director is a full-time teacher in a public college or university, the original copy of the teacher's application and approval of the part-time job by the school shall be attached.
3. Whether the Nominees Meet the Qualification to Be Included in the Slate of Director Candidates
According to the Company Act, Securities and Exchange Act, and Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, when calling a shareholders' meeting for the purpose of director elections, the board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director/supervisor/independent director candidates:
  1. (1) Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
  2. (2) Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the company.
  3. (3) Where the number of nominees exceeds the number of directors to be elected.
  4. (4) The nominating shareholder fails to describe the nominee, education background and experience, or the nominating independent director fails to submit the relevant supporting documents listed in the aforementioned "documents to be submitted."
  5. (5) Where the nominees fail to meet the statutory qualification requirements.
4. Others
N/A