"Taiwan Electric's miracle has never stopped yet." In 2018, Taiwan Electric founder Zhang Zhongke last chaired the Taiwan Electric Stock Association's shareholders' meeting that after he retired, the new leader and board of directors will definitely be able to take over successfully. When he announced his retirement earlier, he stated that he would not continue to serve as a director and participate in any decisions with Taiwan Electric.

The "naked retirement" attitude is determined because he attaches great importance to corporate governance and believes that if he refuses to let go of power after retirement, it will not be a good thing for the company. "Why is Taiwan Electric Power God?" 》 mentioned that former Taiwan Electric and founder of Acer Shi Zhenrong also said: "The common concept between us is: a company cannot leave the founder or strong leader. The system spirit and corporate culture will change accordingly, and a value concept is needed."

The board of directors is not a good deal, and should be responsible for supervising checks and balances.

"Zhang Zhongyi's Automation" mentioned that the first step in good corporate governance is to have an independent, serious and capable board of directors. Independence refers to "independent on a major shareholder, independent on a business level" and loyal to all shareholders.

It was reported that in the past, the board of directors of most companies in Taiwan were controlled by major shareholders, including the selection of directors and the meeting schedule, which was also decided by major shareholders. Most of the meetings were held in a fair manner, and rarely discussed company decisions, and fewer disagreements. But he believed that the company's highest authority was the shareholders' meeting, and it only opened once a year before it handed over its power to the board of directors selected by shareholders.

So, in reference to the US system, the board of directors chooses president (CEO) and chairman, and the chairman leads the board of directors and supervises the president, playing an important decision for the company to hold the relevant person. In order to protect the rights of small shareholders, more than half of them should be independent directors.

When Zhang Zhongke founded the Taiwan Election, he planned to be inconsistent with the ideal board of directors, including the importance of directors' qualifications and the semiconductor industry, social prominence, and the number of people not exceeding ten, so he made a decision; independent directors should account for the majority, must be reviewed and remuneration committees, decide on account and salary division, and the board of directors must have meeting records, etc. Today, the proportion of Taiwan Electric's solo directors is the highest in Taiwan's top three companies with market value, reaching 70%. Currently, there are ten members of Taiwan Electric's board of directors, most of them have semiconductor industry knowledge, British and American directors, and world-class company management experience, and two are women.

Zhang Zhongxiu mentioned in "Instrumental Knowledge" that the board of directors has three major responsibilities: supervisor, coach (teacher) and decision-making. The operating team has great power, and one of the important duties of the board of directors is to supervise and balance operators. "Although the CEO needs to have a sense of opinion, he should also regard the board as a respectable consultation object." The board and the CEO should be in harmony, "either a rival nor an eraser seal." The board is like a CEO's friend, and he will replace the CEO when necessary.

What if the CEO and the board of directors differ? Business handed over to professional managers

What should I do if the CEO and the board of directors agree on major decisions in the company? "The Light on the Isle of Chip" takes 2009 as an example. At that time, Zhang Zhong returned to the TECHNOLOGY and was optimistic that 28 nanometers were the next opportunity. If the production was produced within two years, TECHNOLOGY could capture the smartphone semiconductor market and increase the investment of 40 nanometers and 28 nanometers of production. Zhang Zhong suggested increasing R&D expenses from 5% to 6% to 8%, significantly increasing capital expenditures by tripling. However, the board of directors at that time believed that the 2008 financial crisis caused a recession in the semiconductor market and held opposition.

Even if the company was founded by Zhang Zhongke, he still had to communicate with him. He even had a telephone meeting with independent directors of the United States and Britain before the board of directors and proposed market forecasting, research and development and business department analysis, so that the budget was not related.

"Taiwan Electric has been a company run by professional managers since the beginning, and my own shares are very small." In 2017, Zhang Zhong, who was the current chairman, held a shareholding ratio of only 0.48%. It can be seen that he attaches great importance to the transparency of the board of directors' operations and decisions, including major issues such as the company's development and future investment. All of them mentioned the board of directors' reports, which has become the foundation for the operation of Taiwan Electric after continuous expansion.