Board Diversity and Independence

 

Board of Directors Independence:

The Company has established a director nomination system to ensure that the selection procedures for all directors are open and fair. These procedures comply with the Company’s Articles of Incorporation, Rules for Election of Directors, Corporate Governance Principles, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and Article 14-2 of the Securities and Exchange Act. The current composition of the Board of Directors is as follows: four independent directors (57.14%) and three non-independent directors (42.86%), of which two directors (28.57%) are employee representatives. Female directors account for 14.29% of the Board. None of the directors are related to one another by marriage or within the second degree of kinship, in accordance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. The Board of Directors is responsible for guiding the Company’s strategic direction, supervising the management team, and being accountable to the Company and its shareholders. In all matters related to corporate governance practices, the Board exercises its powers in accordance with applicable laws, the Articles of Incorporation, and resolutions of the Shareholders' Meeting. The Board emphasizes independent operations and transparency. Both directors and independent directors act independently in performing their duties. The four independent directors, in accordance with relevant laws and with the support of the Audit and Risk Committee, oversee risk control measures for existing and potential company risks, ensure the effective implementation of internal controls, supervise the appointment or dismissal and independence of the certified public accountant (CPA), and ensure the proper preparation of financial statements. According to the Company's Rules for Election of Directors, directors and independent directors are elected using a cumulative voting system and a nomination system. The Company encourages shareholder participation; shareholders holding a certain proportion of shares may nominate director candidates. The qualification review of candidates and confirmation of compliance with Article 30 of the Company Act are carried out in accordance with legal procedures and publicly announced to safeguard shareholder rights. These measures are designed to prevent monopolization or excessive abuse of the nomination right, thereby maintaining the independence of the Board. The Company has established a Board performance evaluation system, which includes an annual self-assessment of the Board as a whole and self-assessments by individual directors. The Board evaluation covers the following five dimensions: (1)Participation in the Company’s operations(2)Quality of decision-making by the Board(3)Composition and structure of the Board(4)Director appointment and continuing education(5)Internal controls ; The self-evaluation for individual Board members covers six dimensions: (1)Understanding of the Company’s goals and missions(2)Awareness of director responsibilities(3)Participation in Company operations(4)Internal relationship management and communication(5)Professionalism and continuing education(6)Internal controls.

The results of these evaluations are reported to the Board and disclosed in the Company’s annual report and on the official website.

Additionally, in order to ensure transparency of the Board's operations to the investing public, the Company has disclosed the following information in its annual report, on our website, and on the Market Observation Post System (MOPS): (1)Attendance of Board members at meetings(2)Board meeting agendas and resolutions(3)Directors’ continuing education activities(4)Changes in directors' shareholdings, including shareholding ratios, transfers, and pledges.

 

Board Diversity:

Our company's "Corporate Governance Guidelines" Article 20 establishes a policy for board member diversity. Without restricting gender, race, or nationality, and recognizing the knowledge, skills, and qualifications necessary to perform their duties, the board as a whole should possess the following abilities to achieve the ideal goals of corporate governance:

⚖️
Operational judgment ability
📊
Accounting and financial analysis ability
⚙️
Business management ability
🛡️
Crisis management ability
🏭
Industry knowledge
🌍
International market perspective
🤝
Leadership ability
🎯
Decision-making ability
 

To strengthen corporate governance and promote the sound development of board composition and structure, our company's "Corporate Governance Best Practices" Article 20, Paragraph 3, establishes that the composition of the board of directors should consider diversity. Except for directors concurrently serving as company executives, the number of such directors should not exceed one-third of the total board seats. Additionally, appropriate diversity policies should be formulated based on the company's own operations, business models, and development needs, including but not limited to the following two major aspects:

1.
Basic criteria and values

Gender, age, nationality, and culture.

2.
Professional knowledge and skills

Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

📈The specific management goals and achievements of our company's diversity policy are as follows:

The number of independent directors exceeds one third of the number of directors Achieve
The number of directors who also serve as managers of the company does not exceed one-third of the number of directors Achieve
The term of independent directors has not exceeded 3 terms Achieve
Adequate and diverse professional knowledge and skills Achieve
 

The current board member diversity policy of the Company and its implementation are as follows:

Diversity Core Program
Name
Basic componentIndustry experienceProfessional ability
NationalityGenderAlso an
employee of
the company
AgeLength of
tenure of
independent directors
BankSecuritiesInsuranceAsset
Management
AccountingLawInformation
Technology
Risk
Management
41-5051-6061-7071-80<3年3-9年>9年
Wang, Ping-LungR.O.CMv  v          vv
Hsun Chieh Investment Co.
Ltd. Representative:
Tsai,Guo-Tsang
R.O.CM v       v v   v
Li-Chi Investment Co.
Ltd. Representative:
Wu, Ying-Chih
R.O.CMv  v          vv
Wu, Kuang-YiR.O.CM   v  v    v  vv
Liao, Ming-ChengR.O.CM   v  v  v  v vv
Chen, Chi-KaiR.O.CM   v v        vv
Li, Pei-YingR.O.CF  v  v      vvvv
The Company has a total of 7 board members, including 1 female director, accounting for 14.29%. Currently, the proportion of female directors is less than one-third. The reason is that most of the members of the Company's Board of Directors are people with professional backgrounds and experience in the industry. In the past, when directors were selected based on their expertise and experience, no specific gender ratio target was set, resulting in the current number of female directors being less than one-third. In order to enhance the gender and background diversity of the Board of Directors, the Company will take gender diversity into consideration when nominating directors in the future, and will increase the number of female directors to one-third of the board seats in the 12th Board of Directors election.