Board of Directors
Composition of Board Members and Succession
1. Board Diversity Policy

The article No 20 of the company’s Corporate Governance Code determines diversity policy for the board of directors as follow:

Members of the Board of Directors should consider diversity in its operation, business model, and business development, in order to establish an appropriated diversity policy, including but not limited to below (2 major) aspects:

  1. Basic conditions and values, such as gender, age, nationality, and culture, etc.
  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experiences, etc.

2. Specific Management Goals

The Board of Directors of the Company shall direct corporate strategy, supervise management, and be accountable to the Company and its shareholders in order to implement corporate governance and enhance the functions of the Board of Directors, the management goals are defined as follows：

Specific Management Goals Achievement Status Term：2024.06.27~2027.06.26
The Board of Directors has more than one (inclusive) female director. Achieved (a total of 1 female director is elected).
The actual attendance rate of the annual board meeting of all directors was more than 85% on average. Achieved in fiscal year 2024 (96.61 %).
The professional background of the board members should cover at least one professional field such as business management, industry knowledge, accounting, etc. At least one of the independent directors should have accounting or financial expertise. One independent Director with financial expertise and operation management skills to be elected.
Completion of the performance evaluation of the Board of Directors (including functional committees) by the end of the first quarter of the following year 2023 Annual Performance Evaluation Report
2024.03.15 Board of Directors Meeting.
(P.S.：In the current term of the Board of Directors, the seats held by directors of either gender have not fallen below one-third of the total.)

3. Implementation status
  • The Company elects the members of the Board of Directors in accordance with the provisions of the Company Act and the Regulations Governing the Establishment and Compliance of Independent Directors of Public Companies. The nomination and selection of the Board members is based on the provisions of the Company's Articles of Incorporation, and a candidate nomination system is used. In addition to evaluating the academic qualifications of each candidate, the views of interested parties are taken into consideration to ensure the diversity and independence of the Board members.
  • The term of office of the current Board of Directors is from 27th June, 2024 to 26th June, 2027, with 7 directors (including 4 independent directors), of which 29% are employees, 57% are independent directors, and 14% are female directors; 3 independent directors have a term of less than 3 years (first elected respectively on 2021.07.05 and 2023.06.27), 1 independent director has a term of 13-14 years (first elected on 2008.02.22). One director is aged over 70, three directors are aged 61 to 70, and three are aged 51 to 60.
  • The implementation status of the Board members (election on 27th June 2024): For more details, please visit [this link].

4. Successor planning and operation of the Board members

Successor planning: Regarding the successor planning of the Board of Directors, there are currently a number of senior managers in the Group who have the necessary management and professional abilities to serve as directors. At the same time, the Company will also seek external professional talents to prepare for the successor planning of directors. The plan is as follows：

  1. The structure of the Board of Directors of the Company shall be determined by the scale of the Company's business development and the shareholdings of its major shareholders, considering the operational needs of the Company; the candidates shall be nominated in accordance with the Company's Articles of Incorporation, and the candidates shall consider the diversity of the composition of the Board of Directors in accordance with the diversity policy of directors as stipulated in Article 20 of the Corporate Governance Practices.
  2. The following standard is used to establish a database of director candidates for the ongoing director successor plan:
    1. Integrity, responsibility, innovation and decision-making ability, in line with the Company's core values, with professional background (e.g. legal, accounting, industrial, financial, marketing or technology) and professional skills (e.g. operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making) that contribute to the Company's operations and management.
    2. Industry experience related to the business of the Company.
    3. It is expected that the addition of this member will provide the Company with an effective, diverse Board of Directors that meets the needs of the Company.
    4. The Company shall determine the selection process of candidates for directorship in accordance with the qualifications and relevant regulations to ensure the effective identification and selection of suitable candidates for new directorship when vacancies arise or when additional directorships are planned.
  3. To arrange for the further professional enhancement training of the directors, we will consider the scope of each director's professional ability, and select courses covering finance, risk management, business, commerce, legal affairs, accounting, corporate social responsibility, or courses related to internal control system and financial reporting responsibilities, etc., in addition to corporate governance topics, and arrange at least six to twelve hours of further education courses per person per year to ensure that the members of the Board of Directors have a considerable degree of industrial knowledge and acquire new knowledge and ensure that the board members have a good level of industry knowledge and acquire new knowledge.
  4. In accordance with the "Rules for Performance Evaluation of Board of Directors", the Board of Directors is evaluated on an annual basis to confirm the effectiveness of the Board of Directors' operations and to assess the performance of the Directors for future selection and compensation of the Directors through relevant measurement items, including control of corporate goals and tasks, awareness of responsibilities, operational participation, internal relationship management and communication, professional functions and training, internal control and specific opinions. The Board of Directors' performance will be used as a reference for the future selection of directors and the determination of their individual remuneration.

Implementation status：

  • All 7 directors have completed the six-hours education courses, including the uploading to the Market Observation Post System (MOPS).
  • The Board of Directors reported on March 15th, 2024 the 2023 Performance Evaluation of the Board of Directors and Functional Committees.

5. Successor planning and operation of key management personnel
The Company's senior executives are the key management level and has gradually implemented successor planning for key management level, including cross-disciplinary training for senior executives and implementation of the duty agent system, where each management level has a duty agent. In addition to professional training, we also develop judgment, management skills, and problem-solving abilities to improve the quality of management decisions and to prepare high quality manpower for the long-term development of the Company. The planning is as follows:

  1. Employees of the Company at the Associate level (and above) are responsible for the management of the organization, and each management level has an agent. In addition to having the necessary professional skills and experience, the values and management philosophy of key management personnel must be consistent with the Company's corporate theory of business.
  2. Our training mechanism not only covers courses on professional competence and corporate governance, but also includes participation in board meetings and regular key management meetings. In addition, we periodically arrange practical sharing sessions among executives on management-related topics, and provide an online learning platform covering leadership, management, technology, innovation, and industry trends, enabling management team members to pursue self-directed learning.
  3. In order to continuously enhance the leadership and management functions of high potential talents, in addition to enhancing the six management functions through management on-the-job training, we also design leadership development checklists and use institutionalized tools such as internal and external training, rotations, attending important meetings, and leading major cross-departmental projects to accumulate experience and refine the mind. In addition, we promote personal development plans for key talent pools, and through functional tasks and challenges, we integrate company and departmental mission objectives to strengthen the strengths of current positions and improve readiness for positions.
  4. Except for the aforementioned selection criteria for directors, the Company has also trained several senior managers to join the Board of Directors to familiarize them with the operation of the Board of Directors, and to enhance their management skills by expanding their participation in various operating units of the Group or through job rotation and expatriate assignments. In addition, in response to the Group's organizational development and growth momentum, the Company has recruited outstanding senior managers and currently has more than 10 senior managers who are responsible for related businesses within the organization. Besides one-on-one experience sharing, we also hold strategic consensus meetings every year to set the future direction of the Company's goals and strategic planning, and senior executives share the latest management thinking and leadership experience, so that the legacy candidates can better understand the Company's organizational culture and management and leadership practices, and strengthen the future management team with a plan and goal.
  5. The Company is actively cultivating key management personnel and their agents, among which 10 colleagues were promoted to associate level or above in FY 2024.
Attendance of Independent Directors

Attendance status of Independent Directors in 2024 (V: Attended in person, ※: Represented by proxy)

Term Name Feb. 5 Mar. 15 May 13 July 8 Aug. 14 Sep. 23 Nov. 14 Dec. 27
July 5 2021 to July 4 2024, and June 27 2024 to June 26 2027 Ming De, Wang V
 V
 V V V V V V
July 5 2021 to July 4 2024, and June 27 2024 to June 26 2027 Chuang-Chien Chiu V
 ※
 V
 V V V V V
July 5 2021 to July 4 2024, and June 27 2024 to June 26 2027 Ya-Chun Lin V
 V V V V V V V
June 27 2023 to July 4 2024 and June 27 2024 to June 26 2027 Chein Tai V V V V V V V V
Communication with Independent Directors
1. Communication policy between the independent directors and the head of internal audit and the accountant:
  1. The independent directors and the accountant shall meet at least once a year to report to the independent directors on the Company's financial condition, the financial and overall operations of the Company's domestic and overseas subsidiaries, and the status of internal control audits, and to communicate with the independent directors on whether the financial reports and the accountant's audit reports or amendments to laws and regulations have any impact on the accounts; a meeting may be convened at any time in the event of significant events.
  2. The internal audit submits the completed "Audit Report" to the independent directors and supervisors by e-mail every month, and if there is any question or instruction, it will be asked or informed to the audit supervisor by e-mail or telephone; In addition, the head of internal audit and the independent directors shall hold a communication meeting at least once a year to explain the status of the Company's internal audit and the operation of internal control, and shall keep the independent directors and supervisors informed of any significant irregularities.
2. Communication status between the independent directors and the head of internal audit and the accountant：
Communication Date Method Participants Communication with CPA Communication with internal audit manager Independent Director's Recommendation Implementation Results
15th March 2024 Audit Committee Pre-Meeting Independent Directors, Accountant, and Internal Audit
  1. Description of the key audit issues for fiscal year 2023, and the way the accountant performs audits
  2. Reminding on Corporate Governance implementation for fiscal year 2024
 Self-evaluation of the effectiveness of the internal control system for the fiscal year 2023 N/D N/A
14th March 2025 Audit Committee Pre-Meeting Independent Directors, Accountant, and Internal Audit
  1. Description of the key audit issues for fiscal year 2024, and the way the accountant performs audits
  2. Introduction to annual legislation updates for fiscal year 2025
 Self-evaluation of the effectiveness of the internal control system for the fiscal year 2024 N/D N/A
Status of directors (supervisors) liability insurance
Insurance Period Insurance amount Insurance Coverage Insurance Rates(%) Report Date of the Board of Directors
June 18 2023 ~ June 18 2024 USD 3 million
  1. Directors' and Managers' Liability
  2. Liability for corporate indemnification
  3. Liability for corporate indemnification
  4. Securities Claims
  5. Liability for Employment Practices
  6. Defense expenses for pollution
 0.075% August 11, 2023
June 18 2024 ~ June 18 2025 USD 3 million
  1. Directors' and Managers' Liability
  2. Liability for corporate indemnification
  3. Liability for corporate indemnification
  4. Securities Claims
  5. Liability for Employment Practices
  6. Defense expenses for pollution
 0.075% August 14, 2024
Board of Directors: Performance and Remuneration
1. Performance Assessment
  1. The Company's Board of Directors approved the "Board of Directors Performance Evaluation Regulations_V3" on Feb. 1st 2021, determining that the performance evaluation procedures should be conducted every year by executive units of each committee at the end of the fiscal year (including board of directors, board members, remuneration committee, and audit committee). The data will be collected by the Board Secretariat for centralized filing, delivering the results of assessment to the Board meeting in the following year before the end of the first quarter. The above results will also be a reference for election or nomination of directors (remuneration committee members).
  2. The board of directors held on March 15th, 2024: Board of directors meeting in fiscal year 2023 (including Functional Committee) execution status of self-evaluation.

Evaluation scope Executive Unit Evaluation method Evaluation Criteria Evaluation and Results
Board of Directors Board Secretariat Internal Self-evaluation
Total Evaluation Items 45 items
  • Level of participation in company operations
  • The decision quality of the Board of Directors
  • Composition and Structure of the Board of Directors
  • Election and Continuing Education of Directors
  • Internal Control Evaluation Items
 Excellent_ Average score 4.8 (full score 5)
Board of Directors Individual Director Member Self-evaluation
The total number of evaluation items is 23, including: mastery of corporate goals and missions, directors' awareness of responsibilities, participation in company operations, internal relations and communication, directors' professionalism and continuing education, internal control, etc.
 Excellent - Average score 4.91 (full score 5)
Remuneration Committee Remuneration Committee Secretariat Internal Self-evaluation
The total number of evaluation items is 19, Including: participation in company operations, awareness of responsibilities, improvement of decision quality, election and composition of committee members, etc.
 Excellent - Average score 4.9 (full score 5)
Audit Committee Remuneration Committee Secretariat Internal Self-evaluation
The total number of evaluation items is 23, Including: participation in company operations, awareness of responsibilities, improvement of decision quality, election and composition of committee members, internal control, etc.
 Excellent - Average score 4.91 (full score 5)

2. Connection between performance evaluation and remuneration of directors and managers
  1. Article 19 of the Company's Articles of Incorporation stipulates that if the Company makes profit in the year (profit means profit before taxation before the distribution of employees' remuneration and remuneration to directors and supervisors), it may set no higher than 5% of the profit to directors and supervisors as remuneration. Additionally, based on Article 16 of the Company's Articles of Incorporation, remuneration to the directors is decided according to the level of contribution, participation in company operation, as well as taking the industry’s remuneration as reference.
  2. Manager’s remuneration consists in salary and bonuses, which takes as reference the industry remuneration, job title, job position, education background (work experience), professional competence and responsibilities. Bonuses are closely tied to company performance, which evaluation includes financial indicators (such as company revenue, pre-tax net profit, and post-tax net profit achievement rates), individual performance achievement, as well as advises from Remuneration Committee, with final decision taken by the Board of Directors.
CPA Independence Evaluation
  1. In accordance with the "Procedures for the Evaluation of the Independence of CPAs _ V0" approved by the Board of Directors on 14 November 2017, and in accordance with the provisions of Article 47 of the Certified Public Accountant Act regarding the independence and the content of the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10, the Company conducts the independence and suitability evaluation of the certified public accountant every year in accordance with the regulations, and submits it to the Audit Committee and the Board of Directors for deliberation. Evaluation Procedures and criteria.
  2. Evaluation procedure and standards: In addition to the "Statement of Independence" and AQI information provided by the CPAs, conduct the evaluation also in accordance with the standards of the Company's "Procedures for the Evaluation of the Independence of the Accountants" and 13 AQI indicators.
  3. Approved by Audit Committee and Board of Directors on 12th May, 2023: appointment of accountant for the fiscal year 2023 – independence and eligibility assessment.
  4. Approved by Audit Committee and Board of Directors on 5th Feb, 2024: appointment of accountant for the fiscal year 2024 – independence and eligibility assessment.