Corporate Sustainability

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 Board of Directors management target

  1. Basic requirements and values: Gender, age, nationality, and culture. The proportion of female directors shall ideally reach one-third of the total board seats.
  2. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
    (1) The ability to make judgments about operations.
    (2) Accounting and financial analysis ability.
    (3) Business management ability.
    (4) Crisis management ability.
    (5) Knowledge of the industry.
    (6) An international market perspective.
    (7) Leadership ability.
    (8) Decision-making ability.
  3. An independent director shall not serve for more than three consecutive terms.
  4. Directors concurrently serves as company officers shall not exceed one-third of the total number of the Board members.
The 11th Board of Directors

The 11th Board of Directors was elected in May, 2025, comprising a total of 11 members, including 7 directors and 4 independent directors. The 7 directors are Mr. Lin, Lung-Fen, Ms. Huang, Ting-Rong, Ms. Huang, Chi-Rong, Mr. Shaw, Shung-Ho, Mr. Hsieh, Chin-Ho, Mr. Wu, Cheng-Huan, and Ms. Chu, Hsiao-Shing. The 4 independent directors are Mr. Lai, Chien-Hua, Mr. Cheng, Wen-Feng, Mr. Huang, Ta-Lun, and Ms. Chen, Yun-Nung. Following the re-election, the Board’s composition reflects enhanced diversity. All members bring essential expertise, professional qualifications, and domain knowledge, with the addition of backgrounds in software and information engineering, thereby enhancing the Board’s decision-making and management capabilities in executing business operations. Independent directors now represent 36.4% of the Board, marking a notable increase in independence compared to the 10th Board.

Following the introduction of strategic partner Taiwan Mobile, the company was granted one director seat and one independent director seat on the Board. Independent Director Ms. Chen Yun-Nung is a professor in the Department of Computer Science and Information Engineering at National Taiwan University. Director Ms. Chu Hsiao-Shing serves as Vice President and Chief Business Officer of the Enterprise Business Group at Taiwan Mobile.

Description of Directors’ competencies:

  • 2 female members of the 11th Board, Ms. Huang, Ting-Rong and Ms. Huang, Chi-Rong, expertise in business management and financial accounting. Other Board members, including Mr. Lin Lung-Fen, Mr. Shaw Shung-Ho, Mr. Wu Cheng-Huan, and Ms. Chu Hsiao-Shing, bring strengths in leadership, operational judgment, business strategy, crisis management, industry insight, and global market perspectives. Mr. Hsieh Chin-Ho contributes specialized knowledge in domestic and international financial affairs, while Mr. Lin Chih-Min provides legal expertise.
  • Among the independent directors, Mr. Lai, Chien-Hua, Mr. Cheng, Wen-Feng, Mr. Huang, Ta-Lunare recognized for their proficiency in finance, accounting, leadership, operational strategy, and investment management, possessing both academic and industry knowledge as well as an international market perspective. The 4th independent director, Ms. Chen, Yun-Nung, offers professional expertise in software and information engineering.

One director, serving as an executive director, represents for 9.1% of the Board, while 4 female directors accounts for 36.4% of the Board. In terms of age distribution, 3 directors are aged under 50 years old, 4 directors aged 56-65 years old, and 4 directors aged 66-75 years old. Among the independent directors, one has served for less than 3 years, while 2 have tenures ranging 4-6 years. Although the 4th independent director 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 re-elected. Currently, the average tenure of Board members is 9.1 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.

The 10th Board of Directors

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 Mr. Lin, Chih-Min specializes in legal affairs. The 3 independent directors, Mr. Lai, Chien-Hua, Mr. Cheng, Wen-Feng, Mr. 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 13.1 years.

Except for Ms. Huang, Ting-Rong and Ms. 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.