Corporate Governance

Board Information

Board of Directors

List of the 16th Board of Directors

Term of office:111 / 06 / 17 ~ 114 / 06 / 16

Diversity and Independence of the Board of Directors:

According to Article 20 of the Corporate Governance Best Practice Principles, diversity shall be taken into consideration regarding the composition of the Board of Directors, and diversity policy shall be formulated based on the operation, operational model and developmental needs. At present, the Company has 8 board members with one female. The members have diverse backgrounds, covering fields such as business management, industries and finance, fulfilling the diversity requirement of the Board.
The implementation of diversity and independence of the current Board of Directors is illustrated, as follows:

The management goals of director diversity are as follows:

Management goals Accomplished situation
 At least one third of directors with experience in   manufacturing related industries Accomplished
 Directors who also serves as a company   manager  should not exceed one-third of director   seats. Accomplished

 

Elected Profile of Independent Directors

The independent director candidates for an election is according to Article 192-1 of the "ROC Company Law", and set out in Article XVIII of the Articles of Association;Directors of the Company in places, the number of independent directors shall not be less than 3 and not less than one-fifth in the directors, electing by the list of candidates in shareholders meeting according to the candidate nomination system. Relevant professional quality, shareholding, part-time limit, the nomination and election, and other binding matters, in accordance with the relevant provisions of the securities regulatory authorized regulations.

The Company elected the independent directors in 2022 regular shareholders' meeting on June 17, 2022. List of Independent Directors Elected as follows:

Title Name in English Votes Received
Independent Director CHEN CHU JIEN 66,374,563
Independent Director Wang Pei Yu 66,246,234
Independent Director HSU CHIN I 66,223,963
Independent Director YEH MAO SUNG 66,222,111

 

 

The results of the performance appraisal for board of directors in 2022 are as follows:

 

After collecting the self-assessment questionnaires from 8 directors, the scores were calculated according to the weighted statistics of each evaluation index. For the total score, 90-100 points are excellent, 80-89 points are good, and 79 points or less are improvement required.

(1) The overall performance for board of directors:
The evaluation score is 93.70 points according to the implementation of the evaluation standards.

Evaluation index Number of indexes Full score of each index Scores
 A. Participation in the operation of the Company 12 26 24.48
 B.Improving the decision quality of the board of directors 12 26 24.65
 C. Composition and structure of the board of directors 7 16 14.97
 D. Selection of directors and continuing education 7 16 14.40
 E.Internal control 7 16 15.20
Total 45 100 93.70
 

(2) Individual directors
The evaluation score is 94.35 points according to the implementation of the evaluation standards.

Evaluation index Number of indexes Full score of each index Scores
 A.Predominate of the Company’s goals and tasks 3 13 12.68
 B.Acknowledgement of Directors' duties 3 13 12.24
 C.Participation in the company's operations 8 35 32.92
 D.Internal relationship management and communication 3 13 12.24
 E.Professional of directors and continuing education 3 13 11.92
 F.Internal control 3 13 12.35
Total 23 100 94.35
 

(3) Functional Committees
The evaluation score is 95.77 points according to the implementation of the evaluation standards.

Evaluation index Number of indexes Full score of each index Scores
 A.Participation in the company's operations 4 15.5 14.53
 B. Acknowledgement of duties of functional committees 8 31 29.72
 C.Improving the decision quality of the functional committees 7 27 26.23
 D.Composition and Selection of functional committees 4 15.5 14.47
 E. Internal control 3 11 10.82
Total 26 100 95.77
 

(4) Follow-up suggestions and the action plans for improvements

The Company will report the results of the 2022 performance evaluation to the board of directors on March 8th 2023. Will discuss and make suggestions for improvement plan on the operation of the board of directors, functional committees and individual directors.

  1. Board of Directors: It is recommended that the composition and structure of the board of directors should be in reference to the amendments to laws and regulations and the Company's operational requirements to fully perform its duties and responsibilities.
  2. Functional Committees: It is recommended that the composition and structure of the functional committees should be in reference to the amendments to laws and regulations and the Company's operational requirements to fully perform its duties and responsibilities.
 
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2022 Board of Director Resolutions 2021 Board of Director Resolutions 2020 Board of Director Resolutions 2019 Board of Director Resolutions 2018 Board of Director Resolutions 2017 Board of Director Resolutions 2016 Board of Director Resolutions 2015 Board of Director Resolutions 2014 Board of Director Resolutions 2013 Board of Director Resolutions 2012 Board of Director Resolutions
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