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Governence

Overview

Diodes’ approach to sustainability and financial integrity is built on the foundation of an effective corporate governance structure. We integrate transparency and accountability in our corporate governance practices, and incorporate sustainability into our corporate governance objectives. A strong corporate governance framework and associated practices are critical to earning and retaining the trust of our investors and other stakeholders. We are focused on continuous improvement to develop and enhance our control mechanisms to manage risks and maximize financial returns for our stakeholders. As a company with a global footprint operating in a dynamic international marketplace, we believe robust corporate governance fosters sound and responsible decision-making, strengthens accountability, transparency and fairness, and creates long-term sustainable values to our stakeholders.

Our corporate governance framework is guided by a Board of Directors (“Board”) comprised of a majority of independent directors. The stockholders elect the Board to oversee their interest in the long-term health of Diodes’ business and its financial strength. The Board is the ultimate decision-making body of the Company, except with respect to those matters reserved for the stockholders by statute or by our charter. The Board selects the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance. The Board provides oversight and counsel to Diodes’ management team and works in collaboration with Diodes’ management team to:

  • establish and promote corporate strategies and monitor performance against business objectives,
  • promote attention to conducting business in a sustainable, socially, and environmentally responsible manner, and
  • foster and strengthen an organizational culture that is grounded in our Core Values – Innovation, Integrity, and Commitment.

Through our corporate governance framework, the Board exercises the authority to drive management accountability, holding the management team accountable for good stewardship of company resources; to review and evaluate our business operations and performance against established business objectives; and to make independent decisions and recommendations that align and serve the interests of our stakeholders. The Board and the various Committees established thereunder also provide oversight to ensure Diodes conducts business in compliance with applicable laws, and the rules of the Securities and Exchange Commission (“SEC”) and NASDAQ.

Our Corporate Governance Framework
  • Certificate of Incorporation and Bylaws: these documents establish our corporate structure, the rules and procedures by which we operate, and the rights and responsibilities of shareholders, directors, and officers.
  • Corporate Governance Guidelines and Related Policies: these documents establish standards of expectations to assist the Board and its committees in discharging their duties.
  • Committee Charters: these documents outline the specific responsibilities for the four (4) committees established under our Board.
Our Governance Highlights
  • Board's oversight of risk management
    • Robust standing committee structure and board self-evaluation process helps facilitate overall risk oversight
    • Active engagement with the management team to identify and assess risks related to the Company’s strategies and business models
    • Broad industry experience of the directors helps anticipate emerging and interrelated risks and facilitate effective risk control and mitigation mechanisms
    • Access to Company employees and independent advisors to ensure directors can effectively fulfill their duties in an informed manner
  • Rigorous Corporate Governance guidelines and policies
    • Corporate Governance Guidelines (“CGC”)
    • Stockholder Nominating Procedures
    • Director Selection Criteria and Retirement Age Policy
    • Stock Ownership Policy and Stock Holding Policy
    • Foreign Exchange Risk Management Policy (also referred to as the Hedging Policy)
  • Diverse Board representation
    • Six (6) out of our seven (7) directors are independent directors
    • Broad set of director skills, expertise, and industry backgrounds
    • Limits on director over-boarding
  • Performance-based executive compensation
    • Attainment of both Company performance goals and individual objectives
    • Alignment between executive compensation and stockholder interests
    • Annual compensation review and stockholder approval
    • Independent Compensation Committee and independent compensation consultant
    • Recoupment of Executive Compensation Policy
  • Frequent dialogues with investors and stakeholders
    • Engagement with institutional investors at conferences, roadshows, site visits, and phone conversations
    • Communications channels available to all stockholders via Company Secretary
    • Active stakeholder engagement promotes transparency, accountability, and well-informed decision-making
Corporate Governance Fact Sheet

* CGG refers to the Company’s Corporate Governance Guidelines

Topic

Response

Reference

Overview

Size of the Board

7

CGG Section B(2)

Number of Independent Directors

6

CGG Section B(1)

Annual Review of Independence of Board

Yes, during Q2 Board meeting

NASDAQ Rule 5605(b)(1)

Separate Board Chair and CEO

No

CGG Section B(3)

Independent Board Chair

No

 

Lead Independent Director and Position Descriptions

Yes

CGG Section C(2)

Board Chair Position Descriptions

Yes

CGG and Bylaws

Annual Board Elections

Yes

CGG Section A(3)

Diverse Board (gender, ethnicity, experience, and skills)

Yes

Director Selection Criteria

Average Age of Directors

70

Proxy Statement (April 8, 2020)

Shareholder Ability to Call Special Meetings (>50% threshold)

Yes

Bylaws, Article 1, Section 2

Succession Planning

Yes

CGG Sections D(2), (3)

Communications with Stakeholders and External Entities

Yes

CGG Section J

Committees

Charters for Board Committees

Yes

CGG Section E(2)

Number of Financial Experts on Audit Committee

1

NASDAQ Rule 5605(c)(2)

Independent Audit Committee

Yes

CGG Section C(13)

Independent Governance and Stockholder Relations Committee

Yes

CGG Section C(13)

Independent Compensation Committee

Yes

CGG Section C(13)

Risk Oversight Committee which oversees risk management process

Yes

CGG Section E(10)

Compensation Consultant Independence Policy

No, but related factors are accounted for in the Charter

Compensation Committee Charter

Disclosure Committee for Financial Reporting

Yes

Disclosure Committee Charter

Board Meetings

Number of Board Meetings Held in FY 2019

6

Proxy Statement (April 8, 2020)

Independent Directors Hold Meetings Without Management Present

Yes

CGG Section C(5)

Board Meeting and Committee Meeting Attendance Requirements

Yes

CGG Section C(7)

Directors

Proxy Access for Director Nominations

Yes

Stockholder Nominating Procedures

Tenure Policy for Independent Directors

No

CGG Section B(6)

Mandatory Retirement Age

75

CGG Section B(6)

Annual Equity Grant to Non-Employee Directors

Yes

Bylaws, Article 2, Section 5; Stock Ownership Policy and Stock Holding Policy

Directors Elected by the Highest Number of Votes Cast in Uncontested Elections

Yes

Bylaws, Article 1, Section 5

Director Selection  Criteria

Yes

See Appendix

Annual Compensation Review

Yes

CGG Section B(5)

Director Resignation Policy

Yes

CGG Section K

Director Over-boarding Limits

Yes (no more than 4 other public boards)

CGG Section K; Director Selection Criteria Section 3

Director Orientation and Education Program

Yes

CGG Section B(7)

Governance Documents

Corporate Governance Guidelines Approved by the Board

Yes

CGG Preamble; see Appendix

Committee Charters

Yes

CGG Section E(2); see Appendix

Stock Ownership Policy and Stock Holding Policy

Yes

CGG Section G

Code of Business Conduct

Yes

CGG Section I(1);  see Appendix

Finance Code of Professional Conduct (Ethics Code for CEO and Finance Department)

Yes

CGG Section I(1); see Appendix

Policy Regarding Recoupment of Executive Compensation

Yes

See Appendix

Shareholder Nominating Procedures

Yes

See Appendix

Corporate Compliance Program

 

 

 

 

 

Poison Pill

No

 

Evaluations

Annual Board Evaluations

Yes

CGG Section C(11)

Annual Committee Evaluations

Yes

CGG Section E(11); Committee Charters

Annual Individual Director Evaluations

Yes

CGG Sections C(11) and E(11); Committee Charters; and NASDAQ Rule 5605(b)(1)

 

 Please click here for a PDF copy of the Corporate Governance Fact Sheet.

Communications with Stakeholders

The Chairman and Chief Executive Officer are responsible for establishing effective communications with the Company’s stakeholders, i.e., stockholders, customers, company associates, communities, suppliers, creditors, governments, and corporate partners. The Board believes that the stockholders should have the ability to send written communications to the chair of any Committee, or to our independent directors as a group. Communications relating to any topic should be addressed as follows:

Chairman of the Board

c/o Richard Dallas White, Company Secretary

Diodes Incorporated

4949 Hedgcoxe Road, Suite 200

Plano, Texas 75024

United States of America

The Chairman of the Board will review all relevant communications with the Board. 

Communications are distributed to the Board of Directors, or to any individual director, depending on the facts and circumstances set forth in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors should be excluded, including the following: junk mail and mass mailings; product complaints; product inquiries; new product suggestions; resume and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal, or similarly unsuitable will not be distributed, with the provision that any communication that is not distributed will be made available to any independent director upon request.

Communications that include information better addressed by the complaint hotline supervised by the Audit Committee will be delivered to the hotline.

 

Investor Contacts

Primary IR Contact

Leanne Sievers

President, Investor Relations

Shelton Group

19800 MacArthur Blvd, Suite 300

Irvine CA 92612

Phone: 949-224-3874

Fax: 949-724-4566

E-mail: lsievers@sheltongroup.com

                                      

Company IR Contact

Laura Mehrl

Director of IR

Diodes Incorporated

4949 Hedgcoxe Road, Suite 200

Plano TX 75024

Phone: 972-987-3959

Fax: 972-692-5829

E-mail: laura_mehrl@diodes.com

 

 

Interested investors can contact our transfer agent for more information.

 

Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, NY 10004

Phone: 212-509-4000

E-mail: cstmail@continentalstock.com

 

Additional information can be found on the Investors page of our corporate website at https://investor.diodes.com/.

Interested stakeholders can sign up for e-mail alerts at https://investor.diodes.com/email-alerts to automatically receive Diodes’ financial and stock information, SEC filings, and news alerts by email.