Board of Directors

I. Organization and Responsibilities of the Board of Directors

1. Responsibilities of the Board of Directors

The company's board of directors follows the company's articles of association, board of directors' rules of procedure, company law, securities exchange law and other relevant laws and regulations of competent authorities. The main responsibilities can be summarized as follows:
● Supervision of business performance: One of the important responsibilities of the board of directors is to supervise the company's compliance with laws, financial transparency, and timely disclosure of important information, etc., to ensure the transparency of the company's operations and protect the interests of shareholders.
● Guidance to the management team: The board of directors shall be held at least once a quarter, regularly listen to the reports of the management team and the progress of various strategies, and give suggestions to the management team when necessary.

 

2. Diversity Policy and Implementation of Board Members

The nomination and selection of members of the board of directors of the company adopts the candidate nomination system, and complies with the "Director Election Method" and "Corporate Governance Code" to confirm the suitability, diversity and independence of each member. The company carefully considers the configuration and diversification standards of the board of directors, and selects directors with the knowledge, skills and accomplishments necessary to perform their duties based on industry professional background and practical experience, and implements that directors who concurrently serve as managers should not exceed three directors One and the specific management objectives of gender equality.
The current directors of the company are composed of seven directors, including three independent directors. Each of the directors has rich knowledge in business management, leadership decision-making and related industries. Their academic experience includes finance, law, marketing and technology, etc., and their professional fields and ages Please refer to the table below for distribution.
The company's 2022 annual general meeting of shareholders was fully re-elected. After the new directors took office, the proportion of employee directors and female directors was 14%, achieving the expected management target.
The Company’s implementation of board diversity is as follows:

 

 

II. Succession planning for members of the board of directors

( 1 ) The company currently has seven directors ( including three independent directors ), each of whom has the necessary work experience in business, legal affairs, financial accounting or corporate business, and one of them is also a senior management member of the company.
( 2 ) The company's "Articles of Association" clearly stipulates that the election of directors adopts a candidate nomination system, and it is specified in the "Corporate Governance Practice Code" and "Director Election Method" that the composition of the board of directors should consider diversity, and consider the company's own operations, Formulate a diversified policy based on the business model and development needs.
( 3 ) The company builds the database of director candidates according to the following standards:
● Integrity, responsibility, innovation and decision-making power, in line with the company's core values, with professional knowledge and skills that are helpful to the company's operation and management.
● Possess industrial experience related to the company's business.
● It is expected that the joining of this member will continue to provide the company with a board of directors that is diverse and meets the needs of the company. And set at least 1 female director, and the expertise of the collective board of directors needs to include industry, finance and law. The selection process of the company's list of director candidates must comply with the qualification examination and relevant regulations, so as to ensure that when the number of directors is vacant or the number of directors is increased, suitable new director candidates can be effectively selected.
( 4 ) The company also clearly stipulates the "Board of Directors Performance Evaluation Method" through the performance evaluation measurement items, including the grasp of the company's goals and tasks, responsibility awareness, participation in the company's operations, internal relationship management and communication, professional functions and training , internal control and specific opinion expressions, etc., to confirm the effective operation of the board of directors and evaluate the performance of directors, as a reference for future director selection.
( 5 ) Regarding the succession planning of the board of directors, the company cultivates senior managers to join the board of directors, so that they are familiar with the operation of the board of directors and the business of each unit of the group, which will be used as a database of candidates for future election of directors.

 

III. Succession planning for important management levels

The company's employees above the deputy manager level are important management and successor candidates. In addition to professional ability training, online and physical management courses are held from time to time to cultivate management ability, leadership ability and problem-solving ability. In addition, through the annual consensus camp, Conduct themed courses and discussions on future strategic planning. Course themes include strategic thinking and planning, talent development, leadership inheritance and development, etc., in order to provide the necessary talents for the company's long-term development.

 

IV. Board Performance Evaluation Reports

Year	Report
2023 Board of Directors External Evaluation Report	Download
2022 Board of Directors External Evaluation Report	Download
2022 Board of Directors Internal Evaluation Report	Download
2021 Board of Directors Internal Evaluation Report	Download
2020 Board of Directors Internal Evaluation Report	Download