Corporate Governance

Alpha Networks Inc. ("Alpha") is committed to maintain high standards of ethics, corporate governance and effective accountability mechanisms in every aspect of its business. Conducting business in a socially responsible and honest manner act in the long-term interest of both  the Company and shareholders.

Alpha firmly believes that its commitment to good corporate governance has allowed it to grow from a firm foundation and provide high quality products and services to the community, while maximizing shareholder value.

Alpha  has an internal audit office and four independent directors to ensure proper reporting and adequate internal controls. In addition, Audit Committee and R emuneration Committee were also established. Other measures to safeguard shareholders' interests include the Company's effective board of directors and the prompt disclosure of relevant information to shareholders.

Alpha  maintains high transparency with the timely release of information to shareholders and investors. This commitment to prompt disclosure of relevant corporate information includes:
Annual and financial reports Press releases Alpha Networks' web site.






Alpha Networks also convenes post-results press conferences and analyst meetings, with top management present to answer questions.

Organization

Board of Directors

Alpha’s Board of directors takes the interests of the Company and all shareholders as the top priority, and conducts business evaluation and major resolutions. Accountants and independent directors also play the role of supervision, and carefully review the Company and the board of directors' execution of business.

According to the Articles of Incorporation, the Company has five to eleven directors with a term of three years. The nomination system is adopted, and the shareholders' meeting selects directors from the list of candidates. Re-election is eligible for re-election.

The Company's board of directors currently has eight members, of which four are independent directors. The chairperson of the Company is elected by the board of directors. The chairperson of the Company is the chairperson of the board internally and represents the Company externally.

In order to improve the supervisory responsibility and strengthen the management, the board of directors of the Company has established an Audit committee and a Remuneration committee in accordance with the provisions of Article 14 of the Securities and Exchange Law.

Name Title Education/Experience Position of Alpha Networks and other company
Wen-Fang (April) Huang (Representative of Qisda Corp.) Chairperson Education
B.S., Economics, National Taiwan University
EMBA, National Taiwan University

Experience
Vice President & General Manager, Commercial & Industrial Products of Qisda Corp
Director of Qisda Optronics Corp.
President and CEO, Alpha Networks, Inc.
Chairperson, Hitron Technologies Inc.
Chairperson, Innoauto Technologies Inc.
Director, BenQ Foundation
Chairperson, Alpha Foundation
Chi-Hong (Peter) Chen (Representative of Qisda Corp.) Vice Chairperson Education
B.S., Electrical Engineering, National Cheng Kung University
EMBA, Thunderbird American Graduate School, U.S.A.
Technology Management Program, National Chengchi University

Experience
EVP of Technology Product Center, BenQ Corp.
President, Qisda Corp.
Chairperson, Qisda Corporation
Director, Darfon Electronics Corp.
Chairperson, DFI Inc.
Director, Hitron Technologies Inc.
Chairperson, BenQ Medical Technology Corporation
Chairperson, Partner Tech Corp
Director, BenQ Materials Corp.
Director, BenQ corporation
Director, Darly Venture Inc
Director, Darly2 Venture, lnc.
Director, Darly Consulting Corporation.
Director , BenQ Healthcare Consulting Corporation
Director, BenQ Hospital Management Consulting (NanJing) Co., LTD.
Director, NANJING BenQ Hospital Co., Ltd
Director, Suzhou BenQ Hospital Co., Ltd.
Director, Qisda Corporation
Director, BenQ BM Holding Corp.
Director, BenQ BM Holding Cayman Corp.
Director, Qisda (L) Corp.
Director, Darly Venture (L) Ltd.
Director, BenQ Foundation
Director, Phoenix Venture Capital Co., Ltd.
Director, Phoenix 2 Venture Capital Co., Ltd.
Director, Phoenix 3 Venture Capital Co., Ltd.
Joe Huang (Representative of Qisda Corp.) Director Education
EMBA, Tsing Hua University in Beijing
MBA, Greenwich University

Experience
Vice President, Qisda Corp.
President, Global Supply Chain, Qisda Corp.
COO, BenQ China
Vice President, Global Manufacturing, BenQ Corp.
President, Qisda Corporation
Director, AU Optronics Corporation
Director, Qisda Corporation
Director, Topview Optronics Corp.
Chairperson, Simula Technology Inc.
Chairperson, Action Star Technology.
Chairperson, Dataimage Corporation
Chairperson, DIVA Laboratories. Ltd.
Chairperson, Qisda Optronics Corp.
Director, BenQ Foundation
Chiu-Chin (Jasmin) Hung (Representative of Qisda Corp.) Director Education
MBA, California State University, Fullerton

Experience
Chief Financial Officer, Daxon Technology Co., Ltd.
Chief Financial Officer, Qisda Corp.
Director, Darfon Electronics Corp.
Director, Metaage Corp.
Director, Data Image Corporation
Director, K2 International Medical Inc.
Director, BenQ corporation.
Director, Qisda Optronics Corp.
Chairperson, Darly Venture Inc.
Chairperson, Darly2 Venture Inc.
Chairperson, Darly Consulting Corporation.
Director, BenQ Healthcare Consulting Corporation
Director, BenQ Hospital Management Consulting (NanJing) Co., LTD.
Director, NANJING BenQ Hospital Co., Ltd.
Director, Suzhou BenQ Hospital Co., Ltd.
Director, Suzhou BenQ Investment Co., Ltd.
Director, BenQ Biotech(Shanghai)Co., Ltd.
Director, Shanghai Filter Technology Co., Ltd.
Director, Qisda Corporation.
Director, BenQ Co.,Ltd
Director, BenQ BM Holding Corp.
Director, BenQ BM Holding Cayman Corp.
Director, Qisda Sdn. Bhd.
Director, Qisda (L) Corp.
Director, Darly Venture (L) Ltd.
Shu-Hsing Li Independent Director Education
B.B.A., National Chengchi University
Ph.D., New York University

Experience
Vice President for Financial Affairs, National Taiwan University
Dean of College of Management, National Taiwan University
Chairperson, Department of Accounting, National Taiwan University
President, Taiwan Accounting Association
Chair Professor, Department of Accounting, Tunghai University
Independent Director, Fubon Financial Holding Co., Ltd.
Independent Director, Healthconn Corp.
Independent Director, Sharehope Medicine Co., Ltd.
Cheng-Jung Chiang Independent Director Education
Ph.D., Business Administration, University of Maryland ,U.S.A
EMBA, Program, National Chengchi University,
B.B.A., Dept. of Aerospace Engineering Tamkang University.

Experience
Independent Director, Chen Full
International Co., Ltd.
Independent Director, Glory Science Co., Ltd.
Chairperson and General Manager, Taiwan-Asahi Environmental Technology Co., Ltd
Chairperson and General Manager, Diamond Technical &Trading Corp.
Independent Director, Chernan Metal Industrial Corp.
Independent Director, FIT Holding Co., Ltd.
Adjunct Professor, Dept. of Aerospace Engineering, Tamkang University
Ming-Der Hsieh Independent Director Education
Ph.D., Electrical Engineering, Michigan State University, U.S.A

Experience
Chairperson, Taiwan IC Design Society Chairperson, Department of Electrical Engineering, National Cheng Kung University
Deputy General Director, Information and Communications Research Laboratories, Industrial Technology Research Institute.
Professor, Department of Electrical Engineering, National Cheng Kung University.
Director, Innovation Technology Service Foundation.
Julian Chen Independent Director Education
MBA, East Illinois University, U.S.A

Experience
Vice Chairperson, Yuanta Securities Investment Consulting Co., Ltd.
Chairperson, Ray Wing Research & Investment Corp.
Independent Non-Executive Director and Audit Committee Member, VEDAN Enterprise Corporation.
Independent Director, Pili International Multimedia Co., Ltd.
Director, Forcecon Tech. Co., Ltd.
Independent Director, Longwell Company.
Director, Tai-Saw Technology Co., Ltd.

Attachments related to the board of directors

Title Download
Diversity Policy and Implementation of Board Members PDF
Information on directors' training PDF
Board Performance Evaluation Results Report PDF

Audit Committee

In order to establish the Company's good corporate governance system, improve the supervision function and strengthen the management function, the Audit Committee was established on June 15, 2012 in accordance with Article 3 of the " Regulations Governing the Exercise of Powers by Audit Committees of Public Companies ".

The committee is composed of all independent directors, the number of which shall not be less than three, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. The term of office of the independent directors of this committee is three years, and they can be re-elected.

Annual Work Focus:

  • Periodically communicating the audit report results with the internal audit officer according to the annual audit plan.
  • Periodically exchanging opinions on the financial statements or audit results with the CPAs of the Company.
  • Reviewing financial reports.
  • Evaluating the effectiveness of the internal control system.
  • Reviewing the appointment, discharge, remuneration and services of the CPAs.
  • Reviewing the regulations of assets, derivatives, funds, loans, and endorsements and guarantees, and the transactions of major assets, fund loans and endorsements and guarantees.
  • Legal compliance.

Name Title
Shu-Hsing Li Independent Director (Convenor)
Ming-Der Hsieh Independent Director
Cheng-Jung Chiang Independent Director
Julian Chen Independent Director

Email to Independent Directors: integrity@alphanetworks.com

Remuneration Committee

The function of the salary and compensation committee of the Company is to evaluate the salary and remuneration policy and system for directors and managerial officers based on its professional and objective position. At least two are convened every year, and meetings may also be convened at any time depending upon the need, in order to propose recommendations to the board of directors as references for the decision-making of the board of directors.

● Authority of the Salary and Compensation Committee of the Company

  • Establishing and periodically reviewing the performance evaluation of directors and managerial officers as well as the policy, system, standard and structure of the remuneration.
  • Periodically assessing and specifying the remuneration of directors and managerial officers.

● When the salary and compensation committee exercises its authority, it shall be performed according to the following standards

  • The performance evaluation and remuneration of the directors and managerial officers shall consider the normal standard payment status in the same industry, and the reasonability of the correlation with individual performance, the Company’s business performance and future risks.
  • The directors and managerial officers shall not be led to engage in any actions exceeding the risk appetite of the Company for the purpose of pursuing remuneration.
  • The short-term performance bonus ratio and partial change of remuneration payment time for the directors and senior managerial officers shall consider the characteristics and nature of the business of the Company in order to determine the remuneration ratio and payment time.

Name Title
Ming-Der Hsieh Independent Director (Convenor)
Shu-Hsing Li Independent Director
Cheng-Jung Chiang Independent Director
Julian Chen Independent Director

Major Internal Policies

Title Download
Corporate Governance Best Practice Principles PDF
Rules of Procedure for Shareholders’ Meeting PDF
Regulation and procedure for board of directors meetings PDF
Director election method PDF
Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises PDF
Audit Committee Organizational Rules PDF
Ethical Corporate Management Best Practice Principles PDF
Remuneration Committee Charter PDF
Sustainable Development Best Practice Principles PDF
Articles of Incorporation PDF
Board Performance Evaluation Regulation PDF
Procedures for Handling Material Inside Information and Preventing Insider Trading PDF
Risk Management Policies and Procedures PDF
Procedures for Acquisition or Disposal of Assets PDF
Procedures for Lending Funds to Other Parties PDF
Procedures for Endorsements & Guarantees PDF

Communication Policy with Independent Directors, Internal Audit Officers and CPAs

● Communication with Independent Directors, Internal Audit Officers and CPAs

● Communication Status of Independent Directors and Internal Audit Officer with CPAs

Date Attendee Communication Focus Recommendations and Corrections
2020/12/21 Ming-Fu Huang, Independent Director
Ming-Der Hsieh , Independent Director
Mao-Jhao Lin, Independent Director
Cheng-Chien, Chen , CPA
He-Zheng Lin , Audit Officer
• Report on the financial status, operating performance, and key audit matters of 2020 financial statements.
• Latest changes of law and regulatory, compliance matters.
• The CPA explains the questions raised by the audit committee.
None
2021/03/19 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Cheng-Chien, Chen , CPA
He-Zheng Lin , Audit Officer
• 2020 annual financial report audit result report
• Important regulation updates
None
2021/08/10 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Cheng-Chien, Chen , CPA
He-Zheng Lin , Audit Officer
• 2021 second quarter financial report audit result report
• Important regulation updates
None
2022/03/04 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Hai-Ning, Huang , CPA
He-Zheng Lin , Audit Officer
• 2021 annual financial report audit result report
• Important regulation updates.
• Company's own financial report.
None
2022/08/01 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Hai-Ning, Huang , CPA
He-Zheng Lin , Audit Officer
• 2022 second quarter financial report audit result report
• Important regulation updates
None
2023/02/24 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Hai-Ning, Huang , CPA
He-Zheng Lin , Audit Officer
• 2022 annual financial report audit result report
• Important regulation updates
None
2023/07/28 Shu-Hsing Li , Independent Director
Ming-Der Hsieh , Independent Director
Cheng-Jung Chiang , Independent Director
Julian Chen, Independent Director
Hai-Ning, Huang , CPA
He-Zheng Lin , Audit Officer
• 2023 second quarter financial report audit result report.
• Important regulation updates.
None


● Summary of Communication of Independent Directors and the Internal Audit Officer

Date Attendee Communication Focus Recommendations and Corrections
2020/03/19 Ming-Fu Huang , Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin , Audit Officer
• The audit key report from October to December in 2019 and the follow-up situation after the period.
• The 2019 Internal Control System Statement and Self-Assessment Implementation Result Report.
None
2020/04/30 Ming-Fu Huang , Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin , Audit Officer
• The audit key report March in 2020 and the follow-up situation after the period. None
2020/05/20 Ming-Fu Huang , Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from March to April in 2020 and the follow-up situation after the period. None
2020/08/10 Ming-Fu Huang , Independent Director
Ming-Der Hsieh, Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from May to June in 2020 and the follow-up situation after the period. None
2020/11/09 Ming-Fu Huang , Independent Director
Ming-Der Hsieh, Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from July to September in 2020 and the follow-up situation after the period.
• Review of the 2021 Audit Plan.
None
2020/12/10 Ming-Fu Huang , Independent Director
Ming-Der Hsieh, Independent Director
Mao-Chao Lin , Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from October to November in 2021 and the follow-up situation after the period. None
2021/03/19 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The 2020 Internal Control System Statement and Self-Assessment Implementation Result Report
• The audit key report from October to December in 2020 and the follow-up situation after the period.
None
2021/05/07 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from January to March in 2021 and the follow-up situation after the period. None
2021/08/10 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from April to June in 2021 and the follow-up situation after the period. None
2021/11/08 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from July to September in 2021 and the follow-up situation after the period.
• Review of the 2022 Audit Plan.
None
2022/03/04 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The 2021 Internal Control System Statement and Self-Assessment Implementation Result Report
• The audit key report from October to December in 2021 and the follow-up situation after the period.
None
2022/04/29 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from January to March in 2022 and the follow-up situation after the period. None
2022/08/01 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from April to June in 2022 and the follow-up situation after the period. None
2022/10/27 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from July to September in 2022 and the follow-up situation after the period.
• Review of the 2023 Audit Plan.
None
2023/02/24 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The 2022 Internal Control System Statement and Self-Assessment Implementation Result Report.
• The audit key report from October to December in 2022 and the follow-up situation after the period.
None
2023/05/02 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from January to March in 2023 and the follow-up situation after the period. None
2023/07/28 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
Julian Chen, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from April to June in 2023 and the follow-up situation after the period. None
2023/10/31 Shu-Hsing Li , Independent Director
Ming-Der Hsieh, Independent Director
Cheng-Jung Chiang, Independent Director
Julian Chen, Independent Director
He-Zheng Lin, Audit Officer
• The audit key report from July to September in 2023 and the follow-up situation after the period.
• Review of the 2024 Audit Plan.
None

 

Internal Audit Organization and Operation

● Internal Auditing Department Organization

The internal audit of Alpha is an independent department directly under the board of directors. It is staffed with a full-time audit officer and auditors, for a total of 2 members. The internal audit of the Company provides reports during the routine meetings of the audit committee and board of directors, and also provides reports to the chairperson and audit committee every month or whenever necessary.
The Company complies with the internal control system, and the audit office has established the internal audit implementation rules according to the internal control system.The current control system, procedure effectiveness and compliance level are executed and measured on this basis. Its scope includes all operations of the Company and subsidiaries.

● Key Focus of Audit Operations

● Appointment Discharge of nternal Auditors

The appointment, dismissal, performance evaluation, and salary remuneration of the Company's internal auditors are handled in accordance with "Organizational Management Procedures", "Measures for the Appointment of New comers", "Employee Resignation Procedures and Management", "Performance Management", etc. of the Company. The evaluation process is conducted every year; the aforementioned polices have been disclosed in the Company’s internal web site.

In the Company and important subsidiaries, one person in total has obtained the qualification of Certified Internal Auditor issued by the international Internal Auditor Association.

Corporate Governance Officer and Continuing Education Status

According to the resolution of the board meeting of the Company on March 17, 2020, Chief Financial Officer Shao-Ling Chen has been appointed to act as the Corporate Governance Officer who is responsible for the execution of corporate governance-related affairs integration, the rights and interests of shareholders protection, and strengthen the functions of the board of directors. The qualifications meet the requirements as a corporate governance officer, Article 3-1, Paragraph 1, of “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.

● Scope of Authority

● 2023 Duty Execution

● The continuing education status of the corporate governance officer is as follows:

Training Date Organizer Course Name Training Hours Training compliance with requirements
Start date End date
2020/08/25 2020/08/26 Securities & Futures Institute Practical Seminar for Directors, Supervisors (Independent Directors included)and Corporate Governance Officers- Taipei 12 Yes
2021/02/26 2021/02/26 Securities & Futures Institute Advanced Seminar for Directors, Supervisors (Independent Directors included)and Corporate Governance Officers - " Analysis of Cases on the Crime of Breach of Trust and Special Breach of Trust by Directors and Supervisors " 3 Yes
2021/02/26 2021/02/26 Securities & Futures Institute Advanced Seminar for Directors, Supervisors (Independent Directors included)and Corporate Governance Officers - "Warning and Analysis of Corporate Financial Crisis" 3 Yes
2022/06/10 2022/06/10 Securities & Futures Institute Prevention of insider trading publicity meeting in 2022 3 Yes
2022/08/19 2022/08/19 Taiwan Corporate Governance Association Case analysis of disputes over management rights 3 Yes
2022/09/08 2022/09/08 Securities & Futures Institute Protection of Trade Secrets 3 Yes
2022/09/29 2022/09/29 Taiwan Stock Exchange Corporation (TWSE) Release of reference guidelines for independent directors and audit committees to exercise their powers and directors and supervisors promotion meeting 3 Yes
2023/03/27 2023/03/27 Chinese National Association of Industry and Commerce Seminar for Directors and Supervisors of Company - "Corporate Resilience, Taiwan Competitiveness" 3 Yes
2023/04/13 2023/04/13 Taiwan Institute of Directors 2023 KPMG Leader Academy Forum-Business Opportunities and Challenges under the Net Zero Trend 3 Yes
2023/04/27 2023/04/27 Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx) Sustainable development action plans seminar for TWSE/TPEx Listed Companies 3 Yes
2023/06/01 2023/06/01 Taiwan Invest Relations Institute Establishment and Key Points of Intellectual Property Mana System for Enterprises. 3 Yes

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