Combination of Board of Directors

The Company re-elected its Board of Directors on May 24, 2023, the term of office is from May 24, 2023 to May 23, 2026. The Board of Directors is composed of 10 directors. 

Diversification of Board of Directors 

In accordance with Article 20, Paragraphs 3 and 4 of the Company's Corporate Governance Best Practice Principles, the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics and development needs be formulated and include, without being limited to, the following two general standards: 

1. Basic requirements and values: Gender, age, nationality, and culture. 
2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities: 

1. Ability to make operating judgments. 
2. Ability to perform accounting and financial analysis. 
3. Ability to conduct management administration. 
4. Ability to conduct crisis management.
5. Knowledge of the industry. 
6. An international market perspective. 
7. Ability to lead. 
8. Ability to make policy decisions.

The Company pays attention to gender equality in the combination of the board of directors and has met its standards of having at least one female director.

Succession Plan for Board Members

1. The "Company's Articles of Incorporation" stipulate that the Company shall adopt a candidate nomination system for the election of directors and the "Corporate Governance Best Practice Principles" and the "Rules for Election of Directors" stipulate that the composition of the board of directors shall be determined by taking diversity into consideration and that an appropriate policy on diversity based on the Company's business operations, operating dynamics and development needs be formulated and include, without being limited to, the following two general standards:, including but not limited to the following two general standards: basic requirements and values and professional knowledge and skills.
2. The Company's succession plan for directors is based on the following criteria:
   1. Have the professional knowledge and skills that are consistent with the Company's core values that will help in the operations and management of the Company.
   2. Have industry experience related to the business of the Company.
   3. It is expected that the candidate will provide the Company with an effective, cooperative, diversified and responsive board of directors over time. The Board of Directors shall have at least one female director and the entire Board of Directors shall specialize in operating judgment, accounting and financial analysis, management skills, crisis management, industry knowledge, international market perspective, leadership, and decision-making skills.
3. The Company has also established the "Rules for Evaluating the Performance of the Board of Directors" to verify the effective operation of the Board of Directors and to evaluate the performance of the board members through the performance evaluation items, including the control of the company's objectives and tasks, the perception of responsibilities, the participation in operations, the operations and communication of internal relationships, the professional competence and training, the internal control and the expression of specific opinions, etc., as a reference for the future selection of directors.

Succession Plan for Senior Management

The succession plan for the senior management of the Company (including the President) includes planning for the successor at the appropriate time and conducting relevant training in conjunction with the mission and objectives of the Company and the departments to assist the successor to effectively improve his or her ability to take over the job and shorten the succession time. 

 

Performance Evaluation of Board of Directors 

To implement corporate governance and enhance the Company's board functions and to set forth performance objectives to improve the operation efficiency of the board of directors, the Company has established the "Rules for Performance Evaluation of Board of Directors" on November 4, 2020 for compliance.On November 6, 2024, the board of directors approved the revision of the "Questionnaire of Self-Evaluation of Performance of the Board" to include ESG indicators to evaluate the board of directors' supervision of sustainable development.

The Company shall conduct performance evaluation for the Board of Directors , for the Board members, and for the functional committees(Audit Committee and Compensation Committee), which should cover the following aspects: Performance evaluation of the board of directors: should cover five aspects including 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 and internal control, with a total of 43 evaluation indexes. Performance evaluation of the board members: should cover six aspects including 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; and Internal control. There are 23 evaluation indexes in total. Performance evaluation of functional committees(Audit Committee and Compensation Committee): should cover five aspects including 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 and internal control, with a total of 23 evaluation indexes.

The evaluation results were graded into three levels: Excellent, Standard and to be improved.

The Company's Board of Directors shall annually perform an internal board performance evaluation in accordance with the evaluation procedures and evaluation indexes set forth in Articles 6 and 7 of the Rules for Performance Evaluation of Board Director, and the evaluation results shall be completed by the end of the first quarter of the following year.

The Company reported to its Board of Directors its performance evaluation results on February 26, 2025. The 2024 performance evaluation results of its Board of Directors, individual Board members and functional committees(Audit Committee and Compensation Committee) were “excellent”.

Operations of Internal Audit Organization 

1. The Company has established an internal audit unit under the Board of Directors, which is dedicated to perform the internal audit work.
2. Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval as stipulated in the "Corporate Governance Best Practice Principles."