In order to adapt with the rapidly changing industrial environment and improve the efficiency of management, enterprise needs to re-engineer their information system. The whole process of business reengineering is induced by motivation of reengineering. After that, enterprise needs to select a reengineering strategy and transform into the executive plan to start the rest part. The information system reengineering process follows the same pathway as process of business reengineering. The wrong strategy might lead the wrong execution, which cause failure of the whole reengineering. In this research, author tried to build a model to explain how reengineering motivation interacts with the choice of reengineering strategy, and verifies the model by real case chosen from Passive Component Electronic Industry. The outcome might be helpful for the enterprises whose information system reengineering is going to take place.

As is known to all, Yageo plays a decisive role in passive component industry in the world. In 1991, Yageo¡¦s capital was only estimated NT$ 400 million. A series of acquisitions of not more than 10 years, Yageo¡¦s capital has reached NT$ 14 billion. It grows more than 30 times. Thereinto, the most famous and controversial issue was Yageo¡¦s ??650 million (Around NT$ 18.8 billion) acquisition of the passive component division of Philips in 2000. At that time, Walsin Technology quoted 8 billion. Why were the value evaluations of acquiring the passive component division of Philips on the 2 leading companies of passive components diametrically opposed? This study aims at exploring the effectiveness of this acquisition case at high price. In the early stages of Taiwan's passive component industry, Taiwan fell behind Japan, Europe and America in technology. In order to catch up with advanced foreign technology expeditiously, expand the market share, and become a global leading company from local Taiwan, acquisition and strategy alliance are very common method strategically. Nevertheless, through many literatures, we find that actually successful examples of acquisition are not many. Specially, Yageo¡¦s acquisition of the passive component division of Philips is that big beats small. Furthermore, transnational acquisition involves with different business philosophy, management system and corporate culture. Success of acquisition becomes more difficult. In terms of corporate managers, the most important responsibilities are to lead the company's growth, enhance shareholder value, bring prosperity to the community and provide more opportunities for employment and entrepreneurship. This case was studied from pre-acquisition in 1997 to post-acquisition in 2004 on each indicator for analysis and comparison to explore the gains and losses of whole acquisition. When enterprises are in the process of development, acquisition is absolutely one of the strategy options. However, how does acquisition strategy create the maximum value? The wisdom and decision of enterprisers will be strictly tested by market and investor. We hope it can provide usefulness for enterprisers in Taiwan to execute transnational acquisition by exploring this acquisition case.

The research was focus on exploring the growth strategy of small and medium business in Taiwan. We are interested in finding the orbit and the logic of Taiwan¡¦ small and medium business, which are growing rapidly and becoming global business recently. However, how to explicit the competitive advantage of business growth is a complicated and tacit task. The methodology of the research applied the grounded theory to do the qualitative analysis. After sampling from Taiwan passive component industry base on the strategic group, we will proceed the in-depth interview with the top management team of the businesses. The first-hand data and information from interview will be analysis, comparative, and coding repeatedly and iteratively. Gradually, the category and abstract concept will be emergent from the outcome of coding. The theory will be constructed from the relation of the concepts until the saturation it reached. The research founded that to catch the "strategic timing fit" was the orbit and the logic of Taiwan¡¦ passive component industry. There were three timing in the rapidly changing and creative environment: a) timing of technological paradigm transition; b) timing of production transition; c) timing of entrance and existence of competitors. The leaders of the firms in the case showed that they built the strategic capabilities and resources within the organization to meet the "strategic timing fit", which was the key factor of rapid growth in the past decade.

Electronic Passive Component ¡]E.P.C.¡^industry has been developed for over 40 years in local industries. Which created the raise of the early Taiwan¡¦s Electronic Component Industry. In the recent few years, Taiwan¡¦s E.P.C. industry has rapidly grown as well as 3C Industries generation by turns from worldwide. Although the market share of Taiwan¡¦s E.P.C. industry seems growing as well, but the serious weakness of the low entry barrier of the low end products, the competition of cost price reduction, lacking of the capability of core materials and Research ¡®Development and the consolidated role in Mainland China will deeply threaten the exists of Taiwan E.P.C.. Based on case studies from E.P.C. industries and domestic firms. The thesis explored the success experience of competitive advantage from the case research of utilizing The Six Force Factor Analysis model and The SWOT Analysis model and also adopted several competitive strategies to recommend. The consequence were concluded as follows¡G 1.To the Government¡Gto promote and cooperate the local E.P.C. industry to obtain the advantage of global resource of high technical staff and abroad market. 2.To Taiwan E.P.C. industry¡Gto make a advantaged alliance to enhance the marketing strategies of one time shop and solve the weakness of R¡®D. 3.To the research firm¡Gto fulfill the value chain advantage in forging an alliance with the core materials resource and target market oriented, and flexible adjusting the strategy of production lines cooperation between Mainland China and Taiwan.

企業在彼此競爭以爭食市場大餅時，除了須要持續監控外部商機，積極掌握市場脈動，並推出符合其需求的商品以滿足顧客需求之外、也須要有效率地運用有限資源，妥善處理如採購、資金規畫、廠房設置乃迄於人員調派等各類非屬核心的支援性創價活動，綜言之，即透過高效率的公司治理，才有可能達成永續經營的終極目標。本研究透過個案研究，利用個案公司– A公司各類資料，以公司治理之理論架構為基礎，據此深度觀察A公司所採取之各類關鍵策略、行動和結果，乃迄於最終的財務面經營績效，據此釐清決定個案公司經營績效的關鍵失敗因素，以及公司治理在其中發揮的功能，作為實務界的參考。 本研究針對A公司2003年至2008年發展及決策進行深入探討，據此瞭解A公司為何2006甫上櫃，2008年就因資金周轉不靈而跳票下櫃。經研析後，可得知A公司在2003年至2008年之間，遭遇以下各類關鍵經營問題： 1.本業經營績效逐年下滑 2.投資規劃過於樂觀，未考量當不如預期時對公司之可能影響。 3.對新產品營收過於樂觀，未考量由於新產品送樣期過長，產線建置過早，致使相關設備閒置。 由於A公司管理階層與外部股東之間存在「帝國建立」的代理矛盾，再加上A公司的董事長兼任總經理，因此具有「所有權與經營權重疊」現象。此時則A公司便極有可能因為負責人「帝國建立」的傾向，導致決策失誤，進而危害到公司所有利害關係人之利益。本研究利用中華公司治理協會所提出之公司治理實地評量表進行研析，亦得知造成A公司跳票下櫃之主要原因在於其未積極「強化董事會職能」，並未強化「管理階層的紀律與溝通」。 由於A公司管理階層具有「帝國建立」傾向，再加上A公司由於未能保持「經營權與所有權分離」，並「強化董事會職能」、「強化管理階層的紀律與溝通」，終而使得「本業經營績效逐年下滑」，但仍於短時間內進行大量投資，終而使得「投資過速且投資標的所產生之現金流量過少、速度過慢，投資效益未能顯現」等兩類原因，最終因跳票而黯然下櫃。 關鍵字：公司治理、董事會職能、被動元件產業 / Firms shall efficiently allocate limited internal resources, dealing with all kinds of activities including procurement, capital planning, etc. so as to raise up chances of effective competition against other competitors. In others words, firms must rely on effective company governance to assure sustainable development & profitability. Based on company governance related theory & structure, the paper pays attention to conducting cases study method on Company A. Via in-depth digging how Company A performed during the period of 2003 to 2008, why Company A over-invested during 2003 – 2008, why Board of Directors didn’t function well so as to correct the causing-disaster decision by kinds of analyses, this paper finds out below reasons to cause Company A to be delisted in 2008: 1.Performance of core business (manufacturing and sales of ferrite core) getting worse gradually. 2.Over-investment due to overconfidence regarding internal resources allocation. 3.Overconfidence regarding sales of new product. The root causes why Company made above mistakes could be generalized as below list: 1.“Empire Building” agency conflict existed between managers and stockholders. 2.The un-separation of Ownership and control. 3.Independent directors of Board of Directors don’t function well to provide insightful, effective-monitoring opinions. Managers are under loose monitoring of Board of Directors. 4.There is little discipline regarding how managers behave in daily operation and critical decision making. Keyword: Company governance, Board of Directors, Passive Component Industry