Board of Director Performance Evaluation
For effective corporate governance and better board performance, the Company has formulated the “Regulations on Board of Director Performance Evaluation” passed in the Board meeting on August 10, 2017, and it stipulates an internal performance evaluation for the Board once every year and an external evaluation every 3 years.
SYSTEX sends an internal Board Self-Assessment Questionnaire in December each year and reports the results of the evaluation at the latest Board meeting in the following year. Meanwhile, the Taiwan Corporate Governance Association was appointed to perform the 2024 external board effectiveness evaluation (period from October 1, 2023 to September 30, 2024). The results of 2024 internal and external evaluation were presented to the Board on February 26, 2025.
Internal Directors Performance Evaluation
The Internal Performance Evaluation for the past 2 years is as follows:
The results of 2024 internal evaluation were presented to the Board on February 26, 2025.
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Internal Evaluation |
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Evaluation cycles |
Once a year |
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Evaluation periods |
Year 2024 from January 1 to December 31 |
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Scope of evaluation |
Evaluation scope covers the evaluation of the board as a whole, individual directors and functional committees. |
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Method of evaluation |
Methods of inside evaluations include the internal evaluation of the board and functional committees, self-evaluation by individual board members. |
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Indexes of evaluation |
1. The board of directors, which should cover:
*There are a total of 27 board performance evaluation items, with converted scores ranging from 91.11 to 100 points, with an average score of 99.11 points. 2. The board members, which should cover:
*There are 19 performance evaluation items for board members, with converted scores ranging from 90.53 to 100 points, with an average score of 99.05 points. 3. Audit Committee, which should cover:
*There are a total 19 performance evaluation items of Audit Committee, with converted scores ranging from 93.68 to 100 points, with an average score of 97.89 points. 4. Remuneration Committee, which should cover:
*There are a total of 14 performance evaluation items of the Remuneration Committee, with converted scores ranging from 92.86 to 100 points, with an average score of 97.62 points. |
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Result of evaluation |
If a score of 80 points is deemed to meet standards, the results of performance evaluation for the Company’s Board of Directors, Audit Committee, Remuneration Committee, and individual Directors were all above 80 points, demonstrating the satisfactory overall operations of the Board that is in line with the Company’s corporate governance principles. |
The results of 2023 internal evaluation were presented to the Board on February 27, 2024.
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Internal Evaluation |
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Evaluation cycles |
Once a year |
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Evaluation periods |
Year 2023 from January 1 to December 31 |
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Scope of evaluation |
Evaluation scope covers the evaluation of the board as a whole, individual directors and functional committees. |
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Method of evaluation |
Methods of inside evaluations include the internal evaluation of the board and functional committees, self-evaluation by individual board members. |
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Indexes of evaluation |
1. The board of directors, which should cover:
*There are a total of 27 board performance evaluation items, with converted scores ranging from 91.11 to 100 points, with an average score of 99.20 points. 2. The board members, which should cover:
*There are 19 performance evaluation items for board members, with converted scores ranging from 90.53 to 100 points, with an average score of 99.19 points. 3. Functional committees , which should cover:
*There are a total 19 performance evaluation items of Audit Committee, with converted scores ranging from 90.53 to 100 points, with an average score of 97.37 points. |
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Result of evaluation |
If a score of 80 points is deemed to meet standards, the results of performance evaluation for the Company’s Board of Directors, Audit Committee, Remuneration Committee, and individual Directors were all above 80 points, demonstrating the satisfactory overall operations of the Board that is in line with the Company’s corporate governance principles. |
External Directors Performance Evaluation
In 2024, the Taiwan Corporate Governance Association was appointed to perform the 2021 external board effectiveness evaluation (period from October 1, 2023 to September 30, 2024). The institution and executive experts have no business dealings with the company and are independent. Questionnaires and on-site inspections were used to evaluate the composition of the board of directors, guidance, authorization, supervision, communication, internal control and risk management, self-discipline and others. Evaluate the board effectiveness evaluation report and distribute the report to all board members, and its recommendations and expected improvement measures have been submitted to the board report on February 26, 2025.
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External Evaluation |
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Evaluation cycles |
Once 3 years |
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Evaluation periods |
From October 1, 2023 to September 30, 2024 |
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Scope of evaluation |
Board of Directors |
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Method of evaluation |
Appointed the Taiwan Corporate Governance Association to evaluate by means of questionnaires and on-site visits. |
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Indexes of evaluation |
1. Composition and Division of Work of the Board of Directors. 2. Guidance and Supervision by the Board of Directors. 3. Authorization and Risk Management of the Board of Directors. 4. Communication and collaboration among the Board of Directors. 5. Self-discipline and improvement of the Board of Directors. |
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Result of evaluation |
1. It is recommended that the company consider the matter as a whole and merge the “Integrity Management Committee” with the “Sustainability Promotion Group” and upgrade the level to a functional committee under the board of directors. After reviewing the relevant rights and responsibilities, its organizational charter should be established. More than half of the committee members should be independent directors to implement the board’s supervisory responsibilities. *Expected measures to be taken: 2. It is recommended that companies comply with relevant laws and regulations, consider practical situations and establish a complete reporting system, strengthen direct links with independent directors (such as setting up exclusive communication channels on the official website to directly contact independent directors, or allowing independent directors to receive letters of complaint simultaneously), and simultaneously disclose relevant internal regulations to further strengthen the whistleblower anti-fraud mechanism. *Expected measures to be taken: 3. It is recommended that companies gradually incorporate ESG-related performance indicators when considering key performance indicators (KPIs) and reward plans for senior managers, and gradually strengthen the connection between sustainability-related indicators and performance and remuneration, so that the remuneration committee can supervise the connection and rationality of managers’ remuneration with company performance, future development and shareholders’ interests. *Expected measures to be taken: |
Measures taken to strengthen the functionality of the Board:
- The Company elected one more Independent Director in the general shareholders’ meeting on May 25, 2023. It’s more independent than the ninth board. The state of operations of The Audit Committee and the Remuneration Committee refer to page 27-30 and 40-41 of the 2024 annual report.
- In 2024, a total of 6 hours of Directors’ continuing studies arranged in May and November to help directors continue to enrich their knowledge and implement corporate governance.
- Since 2024, the sustainability report will be submitted to the Board of Directors for review to improve the Company’s sustainability report management and enhance the quality of sustainability information.