Diversity and Independence of the Board of Directors
On March 19, 2015, the board of directors of the company passed the “Corporate Governance Best Practice Principles,” and set out a diversity policy in Chapter 3 “Enhancing the Functions of the Board of Directors.”
The nomination and selection of members of the board of directors follows the provisions of the company’s “Articles of Incorporation,” adopts the candidate nomination system, and follows the “Rules for Election of Directors” and ” Corporate Governance Best Practice Principles ” to ensure the diversity and independence of the board members.
The 10th Board of Directors was re-elected in May 2022, appointing 12 directors, including 10 directors and 3 independent directors. In May 2023, an additional independent director was added. All members of the company’s board possess the necessary knowledge, skills, qualifications, and industry decision-making and management abilities required to execute business operations. The company also continuously arranges 6 hours of diverse training courses for board members each year to enhance their decision-making quality and supervisory capabilities, thereby strengthening the functions of the board. In the 10th Board of Directors, the 4 independent directors account for 30.77% of the total board members, demonstrating greater independence than the 9th Board. In September 2024, due to the introduction of strategic partners, there were changes in the board composition, which currently consists of 7 directors and 3 independent directors, totaling 10 members. The board members have diverse experiences and backgrounds in corporate mergers and acquisitions, multinational investments, accounting and financial analysis, operational judgment, and legal expertise, ensuring that the overall composition of the board meets the needs of the company’s operational development and strategic goals.
By the end of 2024, there are 10 members of the 10th Board of Directors (including 3 independent directors). Among them, 2 female members, Ms. Huang, Ting-Rong and Ms. Huang, Chi-Rong, excel in business management and financial accounting. The board also includes Mr. Lin, Lung-Fen, Mr. Cheng, Deng-Yuan, Mr. Lu, Ta-Wei, Mr. Shaw, Shung-Ho and Mr. Wu, Cheng-Huan, who are skilled in leadership, operational judgment, business management, and crisis management, industry knowledge and international market perspectives. Additionally, Mr. Hsieh, Chin-Ho specializes in domestic and foreign financial affairs, while Lin, Chih-Min specializes in legal affairs. The 3 independent directors, Mr. Lai, Chien-Hua, Mr. Cheng, Wen-Feng, Huang, Ta-Lun, along with Lu,Hsi-Peng (Resigned on September 12, 2024), are experts in financial and accounting affairs, leadership, operation, investing management, possessing both academic and industry knowledge as well as an international market perspective.
There are 20% of female directors and 10% of director with employee status, 2 directors are under the age of 50, 5 directors are 56-65 years old, 3 directors are 66-75 years old. 1 of independent director is the term of office less than 3 years, and one independent director is the term of office of is 4-6 years. Although 1 independent director of the company has served as for more than 9 years. He has extensive practical experience, which is obviously helpful to the company’s business planning and decision-making, and continues to be elected as an independent director of the company. By the end of 2024, the average tenure of Board members is 13.18 years.
Except for Huang, Ting-Rong and Huang, Chi-Rong, whose relatives within the second degree of kinship do not exceed half of the seats on the board of directors, none of the other members of the board of directors has the conditions specified in Article 26-3 Items 3 and 4 of the Securities and Exchange Act. , the Board of Directors of the Company is still independent.