3228
Corporate Governance
公司治理
Describe the Company's governance structure, including board composition, committee roles and governance policies.
Basic Company Information
Corporate Organization Structure
Board of Directors
Functional Committees
Internal Audit
Company Rules and Regulations
Basic Company Information
Stock Code
Product category
Semiconductor Industry
Company Name
RDC Semiconductor Co., Ltd.
Main Line
+886 3 666 2866
Address
6F-1, No. 2-1, Lixing Road, Hsinchu City, Hsinchu Science Park
Chairman
Jana Yi
President
Jana Yi
Spokesperson
James Lu
Spokesperson Title
Divisional Head of Finance
Spokesperson Phone
+886 3 666 2866
Deputy Spokesperson
Su, Ying-Hsi
Main Business Operations
Design, manufacture and sales of microcontroller ICs, consumer ICs, and network chipset ICs
Date of Incorporation
August 20, 1997
Business Administration Number
16200855
TPEX Listing Date
March 2, 2005
Emerging Stock Listing Date
January 30, 2004
Public Offering Date
November 11, 2002
Stock Transfer Agent
SinoPac Securities Corporation
Phone
+886 2 2381 6288
Transfer Address
3F., No. 17, Bo'ai Road, Zhongzheng District, Taipei City
CPA Firm
PwC Taiwan
Corporate Organization Structure
Organization Structure
Responsibilities of each department
Department
Responsibilities
Chairman/President Office
1.Responsible for the execution and coordination of the Company's overall business; planning decisions and business objectives, organizing, controlling and deploying resources to achieve goals; supervising financial allocation, management, as well as personnel matters and general administration; and carrying out other tasks assigned by the Board of Directors or the Chairman.
Auditor Office
1.The Auditor Office is responsible for establishing the Company's internal regulations/systems, internal control systems, and internal audit systems, as well as conducting audits on their implementation and providing improvement recommendations.
Design & Development Division
1.Responsible for the development and evaluation of all new company products, process updates, and product manufacturing assessments.
Sales Department
1.Responsible for the development, sales and undertaking of domestic and international markets and business for the Company.
2.Planning of the Company's domestic and international markets and business.
3.Formulation of product planning and marketing strategies.
Finance Division
- General and cost accounting.
- Tax, financial planning and working capital management.
- Administration of shares.
Operations and Human Resources Division
- Network configuration and management.
- Procurement of equipment, property, and materials, and factory management-related matters.
- Human resources management, maintenance, planning and execution.
- Property management related matters.
- Handling matters related to outsourced processing of company products, production planning, shipping, warehousing, and other related matters.
- Management of mold design and testing engineering.
- Quality assurance is responsible for quality control.
Responsibilities of managers
Title
Name
Selected Major Education & Experience
Responsibilities
President and CEO
Jana Yi
- Graduated from the Graduate Institute of Electrical Engineering, National Taiwan University.
- National Science and Technology Council P7 CPU Technology Review Committee Member.
- CPU Architecture & Senior Designer at Silicon Plus Inc., USA
Oversee all Company business management operations and execute other tasks assigned by the Board of Directors or Chairman.
Divisional Head of Finance
James Lu
- Graduated from the Department of Accounting, Feng Chia University.
- Financial Department Manager of Huiyuan Development Co., Ltd.
- Audit Supervisor of Far Eastern Department Stores Co. Ltd.
Oversee all business management operations of the Finance and Administration Division.
Board of Directors
2024Board of Directors Information
Prohibition of Directors, Employees and Other Insiders from Trading Securities Using Non-public Market Information
Board Members' Profiles and Responsibilities, Board Diversity Policy, Implementation Status and Functional Committee Members
Company Rules and Regulations
Documents outlining the company’s internal policies, legal guidelines, and corporate governance frameworks.
Internal Audit
Audit Objectives
The purpose of the audit is to examine and evaluate deficiencies in the internal control system and measure operational efficiency and provide timely recommendations for improvement to ensure the system's continued effective implementation. It also assists the Board of Directors and management in fulfilling their responsibilities.
Internal Audit Organization
The Internal Audit Department operates as an "office" with a total staff of one person including the audit supervisor, reporting directly to the Board of Directors. The appointment and dismissal of the head of internal audit must be approved by a majority of the Board of Directors. The organizational chart is as follows:
Internal Audit Organization
1. Established the Internal Audit Implementation Regulations: All audit items, audit cycles, and audit focus areas are regulated.
2. Established the Internal Audit Plan: Annual audit plans are established, and audit work is executed according to the plans.
3. Audit Work Execution: Audited units are required to provide necessary information and reports for auditing. Auditors have the obligation to maintain confidentiality of obtained information and report and execute audit tasks within their scope of responsibilities.
4. Audit Communication Methods:
(1)Board Members/CPAs: Regularly communicate work plans and audit contents;
(2)Audited Units: Facilitate effective communication before and after audits to ensure both efficiency and effectiveness of audit work.
5. Policy on Communication Between Independent Directors, the head of Internal Audit, and the CPAs
1. In addition to submitting the audit reports and improvement tracking reports on audit deficiencies to the Independent Directors on a monthly basis, the head of the Company's Internal Audit unit regularly reports to the Independent Directors regarding audit operations, audit results, and their follow-up status at the Audit Committee meetings held at least once every quarter, as well as at annual individual meetings with the Independent Directors.
Communication Between Independent Directors, the head of Internal Audit, and the CPAs in 2025:
(1) Discussion Forum on March 5, 2025
Attendees: Independent Director Lin Chin-Tsai, Chang Shih-Ying, Chang Yu-Li, Hsiao Hsi-Lien, and CPA Liu Chien-Yu, Hsieh Chih-Cheng
Communication Matters: 1. 2024 Annual Internal Audit Execution Results Report; 2. Explanation of compliance with and non-violation of "Common Violations of Internal Control of Listed Companies" issued by the Securities and Futures Bureau.
Communication Outcome: Acknowledged, no other recommendation is proposed.
(2) Audit Committee on March 5, 2025
Attendees: Independent Director Lin Chin-Tsai, Director Chang Shih-Ying, Director Chang Yu-Li, Hsiao Hsi-Lien, and CPA Liu Chien-Yu, Hsieh Chih-Cheng
Communication Matters: 1. Q4 2024 Internal Audit Execution Report; 2. Discussion on the 2024 Statement of Internal Control.
Communication Outcome: Acknowledged, no other recommendation is proposed; the “Statement of Internal Control” for 2024 was approved and submitted to the Board of Directors.
(3) Audit Committee on April 30, 2025
Attendees: Independent Director Lin Chin-Tsai, Chang Shih-Ying, Chang Yu-Li, Hsiao Hsi-Lien, and CPA Liu Chien-Yu
Communication Matters: Q1 2025 Internal Audit Execution Report.
Communication Outcome: Acknowledged, no other recommendation is proposed.
(4) Audit Committee on July 30, 2025
Attendees: Independent Director Lin Chin-Tsai, Chang Yu-Li, Hsiao Hsi-Lien, Lin Tsai-Chou, and CPA Hsieh Chih-Cheng
Communication Matters: Q2 2025 Internal Audit Execution Report.
Communication Outcome: Acknowledged, no other recommendation is proposed.
(5) Audit Committee on November 5, 2025
Attendees: Independent Director Lin Chin-Tsai, Chang Yu-Li, Hsiao Hsi-Lien, Lin Tsai-Chou, and CPA Hsieh Chih-Cheng
Communication Matters: 1. Q3 2025 Internal Audit Execution Report; 2. Discussion of 2026 Internal Audit Plan.
Communication Outcome: Acknowledged, no other recommendation is proposed; the "Internal Audit Plan" for 2026 was approved and submitted to the Board of Directors.
2. The Company's CPA reports to the Independent Directors at quarterly Audit Committee meetings regarding the review or audit results of the Company's financial statements, internal control audits, the impact of IFRS bulletins' revisions and issuances on the Company, and other relevant regulatory requirements. They also communicate about whether there are any financial statement adjustments or whether regulatory amendments affect accounting methods.
3. The head of Internal Audit and the accountants can directly communicate with the Independent Directors regarding the Company's financial and business conditions as needed, and if there are significant matters, meetings can be convened at any time for communication and understanding.
