Corporate Governance
Board of Directors
Diversity Policy Implementation Status
The composition of our company's Board of Directors is based on diversity considerations. It formulates appropriate diversity policies concerning its own operations, operational structure, and developmental needs, with a focus on the following two major aspects:
- Fundamental Criteria and Values: Gender, age, nationality, and culture, with a goal to have female directors occupy one-third of the total director positions.
- Professional Knowledge and Skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience
Board members should possess the knowledge, skills, and qualities necessary to perform their duties effectively. To achieve the ideal goal of corporate governance, the overall capabilities that the board should have are as follows:
- Professional judgment skills
- Accounting and Financial Analysis Capability
- Business Management Capability
- Crisis Handling Capability
- Industry Knowledge
- International Market Insights
- Leadership Ability
- Decision-Making Capability
Board of directors diversity policy management goals:
- The number of independent directors shall be no less than one-third of the number of directors.
- The proportion of female directors should exceed one-third of the total number of directors.
- Directors who also serve as company executives (and employees) should not exceed one-third of the total directors.
- More than half of the independent directors should not serve more than three terms.
- There should be at least one director with a professional legal background.
- There should be at least one director with a marketing background.
- The board of directors should have younger members.
Related links:
Board Diversity Policy
Appointment Information
The company's board of directors consists of seven to nine members, and director elections are conducted according to Article 192-1 of the Company Act, utilizing a candidate nomination system. Directors are selected from the list of director nominees by the shareholders' meeting, and their term is three years, with the possibility of consecutive reappointment. Among the aforementioned director positions, the number of independent directors must not be less than three. The requirements for professional qualifications, shareholding, concurrent positions, nomination and selection procedures, and other matters related to independent directors are in accordance with the regulations established by the competent securities authority.
Related links: Director Election Methods
Board Members
Attendance and Education of Directors
(Link to the "Open Information Observatory" webpage.)
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Liability Insurance
To establish a robust corporate governance mechanism, mitigate the legal and financial liabilities of the company's management, and prudently reduce unknown risks assumed by the company, the company has obtained Directors and Officers Liability Insurance.
Underwriting company: Tokio Marine Newa Insurance Co., Ltd.
Coverage Period: March 16, 2023–March 16, 2024
Insurance amount: USD 6,000,000 (as stipulated in the insurance contract)
Performance Evaluation
The "Board of Directors' Performance Evaluation was approved by the board on November 8, 2019. Article 3 stipulates that the board must internally assess its performance annually and complete it by the end of the first quarter of the following year. Additionally, an independent professional organization or a team of external experts should conduct an evaluation once every three years.
On December 13, 2022, the "Taiwan Investor Relations Institute" an external expert, provided the Board of Directors with a performance evaluation certificate. The external consultant performance evaluation for the year 2022, as well as the performance evaluation of the company's board members and functional committees, was reported to the board on March 14, 2023.
Related links: Board of Directors Performance Evaluation Methods, Individual Performance Evaluation of The Audit Committee, Individual Performance Evaluation of The Compensation Committee, Individual Performance Evaluation of The Nominating Committee
Board of Directors and Executives Performance Evaluation and Compensation Policy
In accordance with Article 24, the company shall pay remuneration to the directors when they perform their duties for the company, regardless of the operating profit or loss. The remuneration and travel expenses of the chairman and directors shall be authorized by the board of directors, in accordance with the degree of participation and the value of the contribution, with reference to usual industry standards, in accordance with Article 25. In the event of profits in the financial year, the company shall allocate no more than 3% of the profit for director remuneration in accordance with Article 29 of the company's articles.
The remuneration for company executives is determined based on the company's annual operating results, financial condition, business operations, and individual job performance. Performance bonuses are granted based on performance evaluation results, in accordance with the "Employee Performance Management Regulations". The compensation system is reviewed in a timely manner based on actual business conditions and relevant laws. In the event of profits in the financial year, the company shall allocate no less than 2% of the profits for employee remuneration in accordance with Article 29 of the company's articles of incorporation.
The composition of the remuneration paid by the company is determined according to the regulations of the Compensation Committee, including cash compensation, stock options,
Related links:
Nomination Committee Organizational Regulations,
Compensation Committee Organizational Regulations,
Board of Directors Performance Evaluation Regulations
