HOME
Corporate Governance
Corporate Governance
Corporate Governance
- Corporate Governance
- Board of Directors
- Significant Board Resolutions
- Director Training and Development
- Communication between Independent Directors, Internal Audit Supervisor, and Auditors
- Audit Committee
- Remuneration Committee
- Internal Audit
- Core Internal Regulations
- Stakeholders
- Cybersecurity Risk Management
- Dividend Policy
Significant Board Resolutions
1st Meeting, 1st Term:
- Election of the Chairman
- Appointment of Remuneration Committee members
- Appointment of Audit Committee members
2nd Meeting, 1st Term:
- Establishment of subsidiary Power Fiber Optics Inc. for a reverse triangular merger with Lightel US and appointment of agent
- Engagement of Walkers (Cayman Islands) for initial listing, OTC listing, emerging stock market application, public offering, and merger-related matters
- Change of registered office agent in the Cayman Islands
- Establishment of Lightel KY’s Taiwan branch as an IPO base
- Approval of borrowing from Lightel US
3rd Meeting, 1st Term:
- Amendment to the "Remuneration Committee Charter"
- Establishment of the "Director, Functional Committee, and Manager Remuneration Management Measures"
- Amendment to the "Board Performance Evaluation Measures"
- Establishment of the "Manager Performance Evaluation Measures"
- Establishment of the "Employee Bonus Management Measures"
- Issuance of the "2023 First Restricted Stock Awards"
- Amendment to the "Fund Lending Procedures"
- Amendment to the "Asset Acquisition or Disposal Procedures"
- Amendment to the "Budget Management Measures"
- Amendment to the "Board Meeting Rules of Procedure"
- Amendment to subsidiary internal control systems
- Appointment and dismissal of subsidiary audit officers
- 2024 audit plans for the company and subsidiaries
- Donation to social welfare charities, authorized by the Chairman
- Nomination and election of additional board directors
- Removal of directors’ non-compete restrictions
- Changes of capital
- Amendment to the Articles of Incorporation
- Classification of overdue "receivables," "prepayments," and "deposits" (unrecovered within 3 months as of November 30, 2023) as non-fund lending
- Appointment of 2023 financial statement CPA
- Appointment of legal counsel for Mainland China
- Authorization of the Chairman to open bank accounts
- Capital expenditure for factory expansion at Lightel Technology (Shenzhen) Co., Ltd.
- 2024 business plan and budget
- Convening of the 2024 extraordinary shareholders’ meeting
4th Meeting, 1st Term:
- Handling of director nominations by shareholders holding over 1%
- Application to Taipei Exchange for initial OTC listing and public offering
- Proposal for cash capital increase prior to OTC listing, with original shareholders waving their preemptive rights
- Application for paperless stock issuance
- Setting of date, time, venue, and agenda for the 1st 2024 extraordinary shareholders’ meeting
5th Meeting, 1st Term:
- Remuneration for KY CEO and CFO
- Remuneration for other managers
- Plan for self-preparation of financial statements
- Amendment to the "2023 1st Employee Stock Option Issuance Rules"
- 6th Meeting, 1st Term:
- Authorization of the Chairman to handle shareholder registry changes
- Authorization of the Chairman to file Mainland China investment declarations
- Amendment to the "Board Meeting Rules of Procedure"
- Amendment to the "Audit Committee Charter"
- Removal of managers’ non-compete restrictions
- 2022 consolidated financial statements
7th Meeting, 1st Term:
- Preparation of the 2023 "Internal Control System Statement"
- 2023 business report, financial statements, and consolidated statements
- 2023 director and employee remuneration distribution
- 2023 profit distribution
- Assessment of CPA independence and suitability
- Q2 2024 rolling budget
- Designation of stock affairs agency
- Authorization of the Chairman to sign OTC listing and public offering documents
- Correction of shareholder registry
- Amendment to the "Board Meeting Rules of Procedure"
- Amendment to the "Audit Committee Charter"
- Authorization for the chairman of Meilaide Technology (Shenzhen) Co., Ltd. and its holding company, Tobillion Co., Limited, to handle the company's liquidation and dissolution matters
- 2024 manager promotions, remuneration, and salary adjustments for the company and subsidiaries
- Setting of date, time, venue, and agenda for the 2024 annual shareholders’ meeting
8th Meeting, 1st Term:
- Amendment to certain Articles of Incorporation provisions
- Amendment to the "Fund Lending Procedures"
- Establishment of internal control systems
- 2023 board performance evaluation
- Manager salary adjustments
- Appointment of Lightel Optics Co., Ltd. (Cayman) Taiwan branch as the dedicated agency
- Advisory contract with China trust Securities Co., Ltd.
- Correction to the 2024 annual shareholders’ meeting details
- Update to the internal control audit contract
9th Meeting, 1st Term:
- Amendments to 2022 and 2023 consolidated financial reports
- Distribution of 2023 profit-based director remuneration
- Distribution of 2023 profit-based manager remuneration
- Nomination and appointment of subsidiary directors and supervisors
- Approval of the effectiveness of the internal control system and the "Internal Control System Statement" for April 1, 2023, to March 31, 2024
- Authorization of lead underwriter for over-allotment during underwriting
- Amendment to capital expenditure budget for Lightel Technology (Shenzhen) Co., Ltd.
- Q3 2024 rolling budget
- Q3 and Q4 2024 financial forecasts
- Amendment to the "Internal Control System"
- Proposal to purchase D&O liability insurance from Chubb
- Issuance of new shares upon exercise of employee stock options and related registration changes
- Proposal to change stock affairs agency
- Amendment to subsidiaries’ "Internal Control System"
- 2024 annual and Q1 2023 consolidated financial statements
- Confirmation of no disguised financing classified as fund lending
10th Meeting, 1st Term:
- Revision of the Company's 2024 Q3 Rolling Budget Proposal
- Revision of the Company's 2024 Q3 and Q4 Financial Forecasts
- Amendment to the “Rules of Procedure for Board of Directors Meetings”
- Establishment of the “Regulations for Evaluation and Management of Managerial Officers Holding Concurrent Positions”
- Proposal for Managerial Appointment
- Authorization for Restricted Employee Stock Trust Account and Collective Account for Foreign Employees
11th Meeting,1st Board Term:
- 2024 Q2 Consolidated Financial Statements
- Addition of Contract for Internal Control Specialist Appointment
- Proposal for the Assessment of the Effectiveness of the Internal Control System from July 1, 2023 to June 30, 2024 and the related Statement of Internal Control System (for CPA review purposes)
- Amendment to 2024 Audit Plan of Subsidiary Lightel Technologies, Inc. (Lightel US)
- Capital Expenditure Increase Proposal for Subsidiary Lightel Technologies (Shenzhen) Co., Ltd.
- Proposal to Amend the Company's “Internal Control System”
- Additional Audit Fees for IPO Review
12th Meeting,1st Board Term:
- 2024 Q3 and Q4 Financial Forecasts
- Proposal for Capital Reduction in Subsidiary Lightel Technologies, Inc. (Lightel US)
- Loan Proposal to Subsidiary Lightel Technologies, Inc. (Lightel US)
- Amendment to Subsidiary Lightel Technologies, Inc. (Lightel US) “Internal Control System”
- Proposal to Renew Lease of Office and Parking Spaces from Global Life Insurance and Recognize Right-of-Use Assets
- Expansion of Plant and Dormitory Lease in Funing Hi-Tech Industrial Park for Subsidiary Lightel (Shenzhen) and Recognition of Right-of-Use Assets
- Amendment to Articles of Association for Subsidiary Lightel (Shenzhen)
13th Meeting,1st Board Term:
- Amendments to the Company’s 2024 and 2023 Q2 Consolidated Financial Statements
- 2024 and 2023 Q3 Consolidated Financial Statements
- 2024 Q4 Rolling Budget
- Amendments to the Company's Articles of Incorporation
- Proposal to Release Directors from Non-Competition Restrictions
- Proposal to Set the Date, Time, Location, and Agenda of the 2nd 2024 Extraordinary General Meeting of Shareholders
- Authorization for Patent Use by Photonicore Technologies Co., Ltd.
14th Meeting,1st Board Term:
- Amendment to the “Regulations for Board Performance Evaluation”
- Amendments to Subsidiaries’ “Internal Control Systems” and “Internal Audit Implementation Rules”
- Amendments to the Company’s “Internal Control System” and “Internal Audit Implementation Rules”
- 2025 Audit Plan
- 2025 Business Plan, Managerial KPI Performance Bonuses, and Budget Plan for the Company and Its Subsidiaries
- Liquidation of Lightel Hong Kong Branch
15th Meeting,1st Board Term:
- 2024 Performance Bonus for CEO and CFO
- 2024 Bonus Plan for Managers Other Than CEO and CFO
- Subsidiary Audit Supervisor Remuneration Proposal
- Proposal for Appointment Fee for 2025 CPA, and Internal Control Review Fees for H2 2024 and 2025
- Proposal to Elect an Additional Director
- Proposal to Release New Director from Non-Competition Restrictions
- Proposal to Set the Date, Time, Location, and Agenda of the 2025 1st Extraordinary General Meeting of Shareholders, and Director Nominee Submission Process
16th Meeting,1st Board Term:
- Temporary Appointment of Acting Chairperson by Mutual Election among Directors
17th Meeting,1st Board Term:
- Election of New Chairperson
- Appointment of Litigation and Non-Litigation Agent, Responsible Person, and Taiwan Branch Manager for Lightel Corporation (Cayman)
- Appointment of Chairman for Subsidiary Lightel Technologies
18th Meeting,1st Board Term:
- 2024 Statement of Internal Control System
- 2024 CPA Independence and Competence Evaluation
- 2024 Annual Business Report and Consolidated Financial Statements
- 2024 Directors' and Employees’ Compensation Distribution Proposal
- 2024 Earnings Distribution Plan
- 2025 Q2 Rolling Budget
- Board Performance Evaluation
- Managerial Promotions, Remuneration Review, and Salary Adjustment
- Proposal to Convene the 2025 Annual General Meeting of Shareholders
- Capital Reduction through Cancellation of Restricted Employee Shares
- Issuance of New Shares for Stock Options Exercised by Employees and Related Amendment to Registration