Board Diversity and Independence
Our company's goal is to increase the number of independent directors by one seat and include at least one female director (it is anticipated that in the upcoming 11th term, additional independent and female directors will be elected).
The board of directors guides the company's strategy, supervises management, and is accountable to the company and shareholders. In various operations and arrangements of the corporate governance system, the board of directors exercises its powers in accordance with laws, the company's Articles of Association, or resolutions of the shareholders' meeting. Emphasizing independent operation and transparency, both directors and independent directors are independent individuals who exercise their powers independently. The three independent directors also follow relevant legal provisions, collaborate with the audit committee, review the control of existing or potential risks in the company, and ensure effective implementation of internal control, appointment/dismissal of the signing accountant, and proper preparation of financial statements.
In addition, according to the "Director Election Procedures" of our company, the selection of directors and independent directors adopts a cumulative voting system and candidate nomination system, encouraging shareholder participation. Shareholders holding a certain number of shares or more are entitled to nominate candidates. The qualification review of candidates and confirmation of whether they have violated any of the situations listed in Article 30 of the Company Act, as well as related acceptance procedures, are conducted in accordance with the law and publicly disclosed to safeguard shareholder rights, prevent monopolization or excessive nominations, and maintain independence.
Our company has established a board performance evaluation system, conducting an internal self-assessment of the board and individual director assessments annually. The board performance evaluation includes (1)participation in company operations, (2)quality of board decisions, (3)board composition and structure, (4)director appointment and continuing education, and (5)internal control. Director self-assessment includes understanding company goals and missions, awareness of director duties, participation in company operations, internal relationship management and communication, professionalism and continuing education, and internal control. The results of these self-assessments are disclosed in our company's annual report and website after submission to the board of directors.
Additionally, to ensure that investors fully understand the operation of our board of directors, relevant information has also been disclosed in our company's annual report, website, or the Taiwan Stock Exchange Market Observation Post, including: (1) board of directors members, attendance at meetings, and participation status, (2) board meeting agenda and resolutions, (3) continuing education of directors, and (4) changes in director shareholdings (including shareholding ratios, share transfers, and pledges), please refer to the Taiwan Stock Exchange Market Observation Post.
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:
1. Operational judgment ability; 2. Accounting and financial analysis ability;3. Business management ability;4. Crisis management ability;5. Industry knowledge;6. International market perspective.7. Leadership ability;8. 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 current board member diversity policy of the Company and its implementation are as follows:
