Board of Director Performance Evaluation

For effective corporate governance and better board performance, the Company has established the “Regulations on Board of Director Performance Evaluation” on August 10, 2017.

It was passed in the board meeting and it stipulates an internal performance evaluation for the Board of Directors at once every year.

Implementation situation:

Evaluation cycles

Evaluation periods

Scope of evaluation

Method of evaluation

Indexes of evaluation

Once a year

Year 2021 from January 1 to December 31

Evaluation scope covers the evaluation of the board as a whole, individual directors and functional committees.

Methods of inside evaluations include the internal evaluation of the board and functional committees, self-evaluation by individual board members.

1. The board of directors, which should cover:

  • Participation in the operation of the company;
  • Improvement of the quality of the board of directors’ decision making;
  • Composition and structure of the board of directors;
  • Election and continuing education of the directors;
  • Internal control.

2. The board members, which should cover:

  • Alignment of the goals and missions of the company;
  • Awareness of the duties of a director;
  • Participation in the operation of the company;
  • Management of internal relationship and communication;
  • The director’s professionalism and continuing education;
  • Internal control.

3. Functional committees , which should cover:

  • Participation in the operation of the company;
  • Awareness of the duties of the functional committee;
  • Improvement of quality of decisions made by the functional committee;
  • Makeup of the functional committee and election of its members ;
  • Internal control.

Once three years

From October 1, 2020 to September 30, 2021

Board of Directors

Methods of outside evaluations:

Appointed the Taiwan Corporate Governance Association to evaluate by means of questionnaires and on-site visits

The composition, the guidance, the authorization, the supervision, the communication of the board of directors and internal contro land risk, the self-discipline of directors, and other aspects (such as board meetings, support systems, etc.).

Internal evaluations:

The results of the 2021 performance evaluation were submitted to the Board of Directors on February 23, 2022. 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 evaluations:

In July 2021, the Taiwan Corporate Governance Association was appointed to perform the 2021 external board effectiveness evaluation (period from October 1, 2020 to September 30, 2021). 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. The Corporate Governance Association issued an assessment on November 25, 2021. 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 23, 2022.

Measures taken to strengthen the functionality of the board:

  • The Company elected three Independent Directors in the election of the 9th Board of Directors in the general shareholders’ meeting on June 13, 2019 and established the Audit Committee and the Remuneration Committee on the same day. The state of operations of The Audit Committee and the Remuneration Committee refer to page 41~44 and 54~55.
  • Chung, Chih-Chun, CFO of the Company has been the Corporate Governance Officer on March 19, 2020 and the CFO Office setting 4 members is in charge of related affairs regarding corporate governance in the Company.
    They are responsible for board meetings, arranging training for directors, performance evaluation of the board of directors, and corporate governance-related matters, fully assisting board members to perform their duties, and improving the efficiency of board operations.
  • Appointed the Taiwan Corporate Governance Association to evaluate the performance of Borad of Director in July.
  • Arranged the courses for Directors’ continuing studies in May and November.