The Board of Directors is TiMOTION’s highest governance body and consists of five directors. The Company also has two supervisors. The Board’s primary responsibilities include deliberating and resolving major business strategies and key corporate decisions, as well as overseeing the Company’s compliance with applicable laws and regulations, the transparency and timeliness of information disclosure, and the implementation of ethical corporate management. The supervisors are responsible for overseeing the Company’s business operations and financial condition in accordance with applicable laws.
| Title | Name | Gender / Age | Nationality / Place of Registration | Principal Experience (Education) | Current Positions at the Company and Other Companies |
|---|---|---|---|---|---|
| Chairman | Steven Tseng | Male／51–60 | Taiwan (R.O.C.) |
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| Vice Chairman | David Lan | Male／51–60 | Taiwan (R.O.C.) |
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| Director | Joseph Wu | Male／51–60 | Taiwan (R.O.C.) |
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| Director | Leo Lin | Male／41–50 | Taiwan (R.O.C.) |
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| Director | Ivan Hsiao | Male／41–50 | Taiwan (R.O.C.) |
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| Supervisor | Tina Wang | Female／51–60 | Taiwan (R.O.C.) |
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| Supervisor | Wen Yang | Female／61–70 | Taiwan (R.O.C.) |
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The current Board comprises five directors, and the Company also has two supervisors. In selecting Board members, primary consideration is given to candidates’ relevant experience in the Company’s industry, business operations, and management. The diversity of the Board enables its members to provide professional insights from different perspectives, thereby enhancing the Company’s operating performance and management effectiveness. The diversity policy for the current Board and its implementation are set forth below:
| Name | Basic Composition | Competencies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrent Employee | Age | Operational Judgment | Accounting and Financial Analysis | Business Management | Crisis Management | Industry Knowledge | International Market Perspective | Leadership | Decision-Making | |
| Steven Tseng | Taiwan (R.O.C.) | Male | V | 51-60 | V | V | V | V | V | V | V | V |
| David Lan | Taiwan (R.O.C.) | Male | V | 51-60 | V | V | V | V | V | V | V | V |
| Joseph Wu | Taiwan (R.O.C.) | Male | V | 51-60 | V | V | V | V | V | V | V | V |
| Leo Lin | Taiwan (R.O.C.) | Male | V | 41-50 | V | V | V | V | V | V | V | V |
| Ivan Hsiao | Taiwan (R.O.C.) | Male | — | 41-50 | V | V | V | V | V | V | V | V |
| Tina Wang | Taiwan (R.O.C.) | Female | — | 51-60 | V | V | V | V | V | V | V | V |
| Wen Yang | Taiwan (R.O.C.) | Female | — | 61-70 | V | — | V | V | V | V | V | V |
To promote diversity among Board members and strengthen its corporate governance structure, the Company completed the early re-election of all members of its seventh-term Board of Directors on June 30, 2025. An outside director with professional expertise was newly elected to bring external perspectives to the Board, enhance Board diversity and external oversight, and improve the objectivity and breadth of Board decision-making. The Company currently has no independent directors. Following its public offering and registration on the Taipei Exchange’s Emerging Stock Board, the Company plans to elect independent directors through the candidate nomination system in accordance with applicable laws and regulations to further strengthen corporate governance.
| Meeting Date | Key Resolutions |
|---|---|
| 2026/08/28 | 1. 通過本公司擬申請首次辦理股票公開發行及登錄興櫃案 2. 通過本公司115年第二季合併財務報表案 3. 通過本公司內控專審期間「內部控制整體評估報告」及「內部控制制度聲明書」案 4. 通過本公司「內部重大資訊處理暨防範內線交易管理作業程序」訂定案 5. 通過本公司「申請暫停及恢復興櫃股票櫃檯買賣作業程序」訂定案 6. 通過本公司「內部人新就（解）任資料申報作業程序」訂定案 7. 通過本公司「永續資訊管理辦法」訂定案 8. 通過本公司114年度永續報告書案 9. 通過本公司發言人及代理發言人任命案 |
| 2026/08/11 | 1. 通過本公司「董事、監察人及經理人薪資酬勞辦法」部分條文修訂案 2. 通過本公司董事及監察人薪資報酬之政策、制度、標準及結構檢討暨薪資報酬評估案 3. 通過本公司經理人之薪資報酬政策、制度、標準及結構檢討暨薪資報酬評估案 4. 通過本公司總經理及執行副總薪資報酬評估案 5. 通過本公司經理人(不含總經理及執行副總)薪資報酬評估案 6. 通過本公司總經理及執行副總員工酬勞及績效獎金案 7. 通過本公司經理人（不含總經理及執行副總）員工酬勞及績效獎金案 8. 通過本公司擬向銀行申請授信額度續約案 9. 通過本公司之子公司東莞堤摩訊傳動科技有限公司遷廠投資計畫修正案 10. 通過本公司之子公司東莞堤摩訊傳動科技有限公司遷廠土地取得案 11. 通過本公司之子公司東莞堤摩訊傳動科技有限公司擬向銀行申請借款額度案 |
| 2026/06/26 | 1. Approved the establishment of the Company’s ex-rights and ex-dividend record date and related matters. |
| 2026/05/21 | 1. Approved the distribution of employees’ compensation and directors’ remuneration for 2025. 2. Approved the Company’s 2025 Business Report and Financial Statements. 3. Approved the Company’s 2025 earnings distribution proposal. 4. Approved the Company’s issuance of new shares through capitalization of retained earnings. 5. Approved the addition of agenda items for the Company’s 2026 Annual General Meeting. 6. Approved the assessment of the independence and suitability of the Company’s certifying CPAs for 2026. 7. Approved the renewal of the Company’s bank credit facilities. 8. Approved the investment by the subsidiary TiMOTION USA, Inc. in the construction of a plant. 9. Approved the adoption of the Company’s “Remuneration Committee Charter” and the appointment of the members of the first-term Remuneration Committee. |
| 2026/04/20 | 1. Approved the Company’s first cash capital increase through the issuance of new shares in 2026. 2. Approved the adoption of the Company’s “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” “Code of Ethical Conduct,” “Sustainable Development Best Practice Principles,” “Corporate Governance Best Practice Principles,” and “Rules for Performance Evaluation of the Board of Directors and Functional Committees.” 3. Approved matters relating to the convening of the Company’s 2026 Annual General Meeting and the acceptance of proposals from shareholders holding 1% or more of the Company’s total issued shares. 4. Approved the application by the subsidiary TIMOTION VIETNAM LIMITED LIABILITY COMPANY for bank credit facilities. 5. Approved the change of the Company’s finance officer and the custodian of the dedicated seal for endorsements and guarantees. |
| 2026/01/29 | 1. Approved the renewal of the Company’s bank credit facilities. 2. Approved the amendments to the Company’s “Rules of Procedure for Shareholders Meetings.” 3. Approved the amendments to the Company’s “Internal Control System—Computerized Information System Processing Operations.” 4. Approved the performance bonuses for the Company’s President and Executive Vice President. 5. Approved the performance bonuses for the Company’s managerial officers, excluding the President and Executive Vice President. 6. Approved the proposed investment by the subsidiary Dongguan TiMOTION Technology Co., Ltd. in the construction of a plant. |
| Title | Name | Date | Organizer | Course | Hours |
|---|---|---|---|---|---|
| Chairman | Steven Tseng | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| Vice Chairman | David Lan | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| Director | Joseph Wu | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| 董事 | 林煜暢 | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| 董事 | 蕭景仁 | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| 監察人 | 王嘉蓉 | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
| Supervisor | Wen Yang | 2026/06/26 | Taiwan Corporate Governance Association | Corporate Governance and Securities Laws and Regulations | 3 |
The term of office of the current Board of Directors is from June 30, 2025 to June 29, 2028. As of August 28, 2026, a total of ten Board meetings had been held. The attendance records of the directors and supervisors are as follows:
| Title | Name | Attendance in Person (B) | Attendance by Proxy | Required Attendance (A) | Attendance Rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|---|
| Chairman | Steven Tseng | 10 | 0 | 10 | 100% | — |
| Vice Chairman | David Lan | 10 | 0 | 10 | 100% | — |
| Director | Joseph Wu | 9 | 1 | 10 | 90% | — |
| Director | Leo Lin | 10 | 0 | 10 | 100% | — |
| Director | Ivan Hsiao | 9 | 1 | 10 | 90% | — |
| Supervisor | Tina Wang | 10 | 0 | 10 | 100% | — |
| Supervisor | Wen Yang | 10 | 0 | 10 | 100% | — |
To implement corporate governance and enhance the functions and operational efficiency of the Board of Directors, the Company has adopted the “Rules for Performance Evaluation of the Board of Directors and Functional Committees.” The Board shall conduct an internal performance evaluation annually based on the applicable evaluation indicators and shall engage an independent external professional institution or a team of external experts and scholars to conduct an external Board performance evaluation at least once every three years.
| Evaluation Year | Evaluation Period | Evaluation Method | Evaluation Scope and Items | External Evaluation Institution | Overall Assessment | Full Evaluation Report |
|---|---|---|---|---|---|---|
| — | ||||||
| No. | Recommendation | Improvement Plan |
|---|---|---|
| — | ||
Internal performance evaluation results will be disclosed on this page as required.