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Committees

In May, 2017, Advantech formed Audit Committee to replace the Supervisory Board in order to further enhance corporate governance responsibilities of Board Members and strengthen Board Operation. The audit committee is comprised of all Independent Directors and at least one of them is expert in finance or accounting. The term of Independent Directors shall be three years and can be re-elected.

The Audit Committee is responsible to review the following major matters:

  • The establishment or amendment of Internal Control System as provided for in Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of Internal Control System.
  • The establishment or amendment of major financial regulations, Acquisition and Disposal of Assets, Derivatives Trading, Lending of Capital, Endorsements or Guarantees; the operation procedures, Merge, Division, Acquisition and Share Transferee, and its information disclosure and other major financial transactions as provided for in Article 36-1 of the Securities and Exchange Act.
  • Matters relating to the directors’ own interests.
  • Material assets or derivative transactions.
  • Material lending funds, endorsements or guarantees.
  • The raising, issuance or private placement securities that with equities nature.
  • Hiring or dismissal of an attesting CPA, or the compensation given thereto (Including non-audit related services provided by the CPA).
  • Appointment or discharge of financial, accounting or internal auditing officers.
  • Annual, semi-annual and quarter financial reports.
  • Annual Business Report and the plan for distribution of profit or covering of losses.
  • Accounting policy or accounting accruals; donation to 3rd party more than NTD 2 million.
  • Any other material matter so required by the company or competent authority

The matters set out above mentioned shall be subject to the consent of one-half or more of the entire membership of the Audit Committee and be submitted to the board of directors for a resolution.

With exception of approving financial reports, a matter has not been consented to by one-half or more of the entire membership of the Audit Committee may be adopted with the consent of two-third or more of the entire board of directors.

Members of Audit Committee

Title Name Education and selected past positions
Independent Director Benson Liu
  • Chairman and President of Bristol-Myers Squibb (Taiwan) Ltd.
  • Master, International Business Administration, University of Northrop, USA
Independent Director Jeff Chen
  • Stanley Black & Decker Inc. VP & President of Asia
  • EMBA, Northwestern University
Independent Director Chan-Jane Lin
  • Department of Accounting National Taiwan University- Professor
  • Ph.D in Accounting University of Maryland
Benson Liu / Independent Director
  • Chairman and President of Bristol-Myers Squibb (Taiwan) Ltd.
  • Master, International Business Administration, University of Northrop, USA
Jeff Chen / Independent Director
  • Stanley Black & Decker Inc. VP & President of Asia
  • EMBA, Northwestern University
Chan-Jane Lin / Independent Director
  • Department of Accounting National Taiwan University- Professor
  • Ph.D in Accounting University of Maryland

The Remuneration Committee is responsible for improving corporate governance and strengthening the remuneration management power of the board, as well as assessing and determining the compensation level of directors, supervisors and managers. The Remuneration Committee will also provide consultation and tutoring on senior level manager cultivation and training program planning.

Powers and Responsibilities of the Remuneration Committee

  1. Make and regularly check the performance appraisal and compensation policy, system, standard and structure of directors, supervisors and managers.
  2. Regularly appraise and determine compensation for directors, supervisors and managers.
  3. According to corporate goals, operating performance, economic conditions and other elements, irregularly checking the compensation policy, system, standard and structure of directors, supervisors and managers.

When executing the above powers, the Remuneration Committee should follow these principles

  1. Make and regularly check the performance appraisal and compensation policy, system, standard and structure of directors, supervisors and managers.
  2. Regularly appraise and determine compensation for directors, supervisors and managers.
  3. According to corporate goals, operating performance, economic conditions and other elements, irregularly checking the compensation policy, system, standard and structure of directors, supervisors and managers.

Constitution and Selection method of the Remuneration Committee

emuneration Committee members are appointed by the board, including two independent directors and another outside committee member, with one independent director as the convener. All members of the Remuneration Committee abide by independent and professional specifications and laws; the service term of Remuneration Committee members is the same as that of the board in that session

Members of Committee

Title Name Education and selected past positions
Independent Director Jeff Chen
  • Stanley Black & Decker Inc. VP & President of Asia
  • EMBA,Northwestern University
Independent Director Benson Liu
  • Chairman and President of Bristol-Myers Squibb (Taiwan) Ltd.
  • Master, International Business Administration, University of Northrop, USA
Professional Committee Joseph Yu
  • Professor, Department of Business Administration, National Chengchi University
  • Dean, National Chengchi University, Department of Business Administration
  • PhD of Business Administration, University of Michigan
Benson Liu / Independent Director
  • Chairman and President of Bristol-Myers Squibb (Taiwan) Ltd.
  • Master, International Business Administration, University of Northrop, USA
Jeff Chen / Independent Director
  • Stanley Black & Decker Inc. VP & President of Asia
  • EMBA, Northwestern University
Chan-Jane Lin / Independent Director
  • Department of Accounting National Taiwan University- Professor
  • Ph.D in Accounting University of Maryland

Sustainable Development Committee (SDC)

To actively promote and strengthen corporate governance related to the corporate sustainability, ESG development, and corporate social responsibility, the Advantech established the "Sustainable Development Committee" (SDC) under the board of directors on July 29, 2022.

Advantech as a leader in green solutions that emphasize environmental, social, and corporate governance topics, implement Lite co-enrichment, and enable an intelligent and sustainable planet.

Members of SDC Committee

Title Name/ Education and selected past positions
Chairman
  • Name: K.C. Liu
  • Founder of Advantech:
  • Department of Telecommunications Engineering, National Chiao Tung University
Director
  • Name: Donald Chang
  • President of Greater China of 3M
  • Bachelor Chemical Engineering, Chinese Culture University
Independent Director
  • Name: Jeff Chen
  • Stanley Black & Decker Inc. VP & President of Asia
  • EMBA, Northwestern University