Investor Zone >
Board of Directors
Board of Directors
According to the company’s articles of incorporation, the company shall have 9 to 11 directors. The election of directors adopts a candidate nomination system, elected by the shareholders’ meeting from persons with legal capacity, with a term of 3 years each, and all may be re-elected for consecutive terms. The company’s board of directors shall have 1 chairperson, elected by the board of directors, who serves as the chairman of the board internally and represents the company externally.
Board of Directors’ Powers and Responsibilities
The company’s board of directors should guide the company’s strategy, supervise management, and be responsible to the company and shareholders’ meeting. Various operations and arrangements regarding the corporate governance system should ensure that the board of directors exercises its powers in accordance with laws, the company’s articles of incorporation, or resolutions of the shareholders’ meeting.
Independence of the Board of Directors
The company’s board of directors currently has ten director seats. The current directors do not have spousal or kinship relationships within the second degree:
– Among them, independent directors occupy four seats, accounting for 40% of director seats
– Among them, two directors have employee status, accounting for 20% of director seats
Board Members
Chairman | Li-Show Wu | Female
Educational：Master, Applied Mathematics, National Chiao Tung University
Current Position：Chairman & CEO, International Integrated Systems, Inc.
Key Work Experience： Executive Vice President & Chief Information Security Officer (CISO), Chunghwa Telecom
Director | Chih-Ho Wang | Male
- Educational：Bachelor of Electrical Engineering (B.E.), Chinese Culture University
- Current Position：President, International Integrated Systems, Inc.
- Key Work Experience：Vice President, Sales Department, International Integrated Systems, Inc.
Director | Yuan-Kai Chen | Male
- Educational：Ph.D., Computer Science, National Chiao Tung University
- Current Position：
Senior Executive Vice President, Chunghwa Telecom Director of Next Commercial Bank Co., Ltd.
Director of Chunghwa System Integration Co., Ltd.
Director of Chunghwa Investment Co., Ltd.
Director of Prime Asia Investments Group Ltd.
Director of Chunghwa Hsingta Co., Ltd.
Supervisor of CHYP Multimedia Marketing & Communications Co., Ltd.
Director of Taiwan Telecommunications Association Director of International Telecommunication Development Co., Ltd.
- Key Work Experience：Vice President, Investment Department, Chunghwa Telecom
Director | Pen-Yuang Chang | Male
- Educational：Ph.D., Computer Science, National Chiao Tung University
- Current Position：
President, Enterprise Business Group, Chunghwa Telecom
Director of Kingwaytek Technology Co., Ltd.
Director of Chunghwa System Integration Co., Ltd.
Director of CHIEF Telecom Inc.
Director of Wiadvance Technology Corp.
- Key Work Experience：President, Taipei Branch, Chunghwa Telecom
Director | Ming-Tsung Chen | Male
- Educational：Ph.D., Computer Science and Engineering, National Chiao Tung University
- Current Position：
President, Information Technology Group, Chunghwa Telecom
Director of Taiwan International Ports Logistics Corporation
Director of Smartfun Digital Co., Ltd.
Director of CHT InventAI Co., Ltd.
- Key Work Experience：President, New Taipei Branch, Chunghwa Telecom
Director | Advantech Investment Co., Ltd. Director's Duties Representative: Tzu-Che Huang | Male
- Educational：M.S. in Finance, University of Colorado Denver, USA
- Current Position：
Senior Investment Manager, Strategy Investment Department, Advantech Co., Ltd.
Director Representative, Yen Hsu Green Energy Co., Ltd.
Director Representative, ASKiN Co., Ltd.
Director Representative, HwaCom Systems Inc.
- Key Work Experience：Section Manager, Investment Management Department, Sanyang Motor Co., Ltd.
Independent Director | Chung-Fern Wu | Female
- Educational：Ph.D. in Accounting Information Management, UCLA
- Current Position：
NTU College of Management – Adjunct Professor of Accounting
Independent Director of GlobalWafers Co., Ltd.
Independent Director of Kinpo Electronics, Inc.
- Key Work Experience：NTU College of Management – Professor of Accounting
Independent Director | Jui-Hsiang Yang | Male
- Educational：Ph.D., Computer Science, Yale University, USA
- Current Position：
Representative and director of Zhifu International Investment Co., Ltd.
Independent Director, AVerMedia Technologies Inc.
- Key Work Experience：CTO of Advantech Co., Ltd.
Independent Director | Yung-En Chou | Male
- Educational：Master of Science in Computer Science, The University of Chicago
- Current Position：Senior Manager, Accton Technology Corp.
- Key Work Experience：Assistant Manager, Wistron Corporation
Independent Director | Yuan-Pin Chang | Male
- Educational：Master of Science in Financial Management, University of Washington
- Current Position：
Chairman & CSO, Fulltech Fiber Glass Corp.
Chairman & CSO, Ideal Bike Corp.
Chairman of Jingtai Investment Co., Ltd.
Chairman of Lvdian Investment Co., Ltd.
Supervisor of Kruzin International, Inc.
Supervisor of Songling Investment Co., Ltd.
- Key Work Experience：Chairman of Fulltech Fiber Glass Corp.
Implementation of Board Diversity
Diversity Policy:
The Company has established the “International Integrated Systems, Inc. Corporate Governance Best Practice Principles,” which emphasize diversity and gender equality in the composition of the Board of Directors, including, but not limited to, the following two main aspects:
- Basic qualifications and values: gender, age, nationality, culture, and ethnicity. Among these, the ratio of female directors should reach one-third of the total number of directors.
- Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
The Company has also established “Procedures for Election of Directors,” adopting a candidate nomination system and selecting director candidates with diverse backgrounds, professional capabilities, and experience.
Specific management goals of the diversity policy and their implementation status:
Pursuant to the Company’s “International Integrated Systems, Inc. Corporate Governance Best Practice Principles,” the ratio of female directors should reach one-third of the total number of directors. The current composition of the Company’s Board of Directors is as follows:
- Diverse professional knowledge and backgrounds: covering multiple areas including information technology, leadership and decision-making, business management, accounting and financial analysis, law, sustainable development, and international market perspective.
- The age range spanned 41 to 70 years old.
- Three female members (accounting for 30% of Board seats) and seven male members (accounting for 70% of Board seats).
The Company will continue to seek outstanding and professional female director candidates, with the goal of progressively reaching the target of having one-third of Board seats held by female directors.
Board Meetings Attendance
In 2025, the Board convened eight meetings, with an average attendance rate of 98.7%.
Please refer to the attached records for details.
Connection between Director Compensation and Sustainability Performance
The remuneration of all directors is set aside in accordance with the Company’s Articles of Incorporation and is authorized to the Remuneration Committee for discussion and submission to the Board of Directors for resolution. Regardless of the Company’s profit or loss, remuneration may be determined on each director’s level of participation and contribution to the Company’s operations, taking into account industry norms.
This committee is composed of all independent directors, with no fewer than three members, one of whom serves as convener, and at least one must possess accounting or financial expertise; the term of office for independent directors of this committee is three years, and they may be re-elected for consecutive terms. The matters for review and handling are as follows:
- Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of internal control systems.
- Establishing or amending procedures for handling major financial business activities such as acquisition or disposal of assets, derivative transactions, lending funds to others, and endorsements or guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters involving directors’ personal interests.
- Major asset or derivative transactions.
- Major fund lending, endorsements or guarantees.
- Fundraising, issuance or private placement of securities with equity characteristics.
- Appointment, dismissal or remuneration of certified public accountants.
- Appointment and dismissal of financial, accounting or internal audit supervisors.
- Annual financial reports signed or sealed by the chairman, managers and accounting supervisors, and second quarter financial reports that must be audited and certified by accountants.
- Merger and acquisition matters regulated by the Enterprise Merger and Acquisition Act.
- Other major matters stipulated by the company or competent authorities.
Operation of the Audit Committee
The number of committee members shall not be less than three, appointed by resolution of the board of directors, with more than half of the members being independent directors, serving terms concurrent with the appointing board of directors.
The committee shall faithfully perform the following duties with the care of a good manager and submit recommendations to the board of directors for discussion:
- Regularly review these regulations and propose amendments.
- Establish and regularly review performance evaluation standards, annual and long-term performance targets, and compensation policies, systems, standards, and structures for the company’s directors and managers.
- Regularly evaluate the achievement of performance targets by the company’s directors and managers, and based on the evaluation results obtained from performance evaluation standards, determine the content and amount of their individual compensation.