Corporate Governance
The Board of Directors
The company’s Board of Directors consists of seven directors (including four independent directors) with a term of three years. The 11th Board of Directors runs from June 19, 2025, to June 18, 2028. The Board of Directors is responsible for guiding the company’s strategy, overseeing the management team, and being accountable to the company and shareholders. Its main duties include deliberating on the company’s operating policies and long-term development plans, reviewing and supervising the implementation of annual financial business plans, auditing budgets and financial statements, establishing internal control systems and assessing their effectiveness, appointing and dismissing senior executives, convening shareholder meetings, and implementing resolutions adopted by the shareholders’ meeting.
Information disclosure on the professional qualifications of the directors, and state of independence of the independent directors
| Name/Condition | Gender | Professional qualifications and experiences | State of independence | Number of public companies in which Independent Directors also hold positions |
| Director Fang, Jung-Hsi |
M |
|
He is the representative of Chi Yu Investment Co., Ltd., one of the top ten shareholders of the Company, and currently serves as the General Manager of the Company as well as a director of its subsidiaries. He is also among the top ten individual shareholders of the Company and is not an independent director. In all other respects, he meets the independence criteria set forth in Article 3, Paragraph 1 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” promulgated by the Financial Supervisory Commission. | None |
| Director Chuang, Hong-Jen |
M |
|
He is one of the top ten individual shareholders of the Company and is not an independent director. However, all other aspects of his qualifications have been reviewed in accordance with the independence criteria set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” promulgated by the Financial Supervisory Commission, and he/she remains in compliance with the relevant independence requirements. | None |
| Director Chang, Deng-Kai |
M |
|
Currently serving as an individual director of the Company and is not an independent director. He meets the independence requirements stipulated by the competent authority. Both in the two years prior to appointment and throughout the term of office, he/she complies with the independence criteria set forth in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission. | None |
| Independent Director Liu, Shi-Heh |
M |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Yang, Chia-Wen |
F |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Charles W. Tu |
M |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Wang, Shu-Lan |
F |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
Diversity policy of the Board, Specific management goals and State of implementation
Diversity policy of the Board of Directors:
To strengthen corporate governance and promote the sound development of board composition and structure, and to implement the policy of board member diversity, our company adheres to the guidelines on board member diversity policy outlined in the “Practical Guidelines for Corporate Governance.”
Each Board member shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal goals of corporate governance, the overall skills that the board shall possess are as below:
(A)Operation Judgment Skills.
(B)Accounting and Financial Analysis Skills.
(C)Management Administration Skills.
(D)Crisis Handling Skills.
(E)Industry Knowledge.
(F)International Market Perspectives.
(G)Leadership Skills.
(F)Strategic Decision Skills.
The current Board of Directors of our company consists of 7 directors, including 4 independent directors and 3 non-independent directors. All directors are distinguished professionals from industry and academia, possessing diverse and complementary industry experience as well as expertise in finance, accounting, law, and other professional capabilities, in line with the board’s diversity policy and management objectives.
State of implementation:
There are a total of 7 board members for the 11th Board of Directors. The members come from various professional backgrounds in law, industry, finance, marketing, and technology. In their different professional background, they possess various professional skills in business management and leading strategic decisions, operations judgement and crisis handling, accounting and financial analysis skills, industry knowledge, and international market perspectives, exhibiting diverse complementary results. All of the Directors are of Republic of China nationality, and their ages span from 52 to 74 years old. There is 1 director who is concurrently the company’s manager, and the percentage of the directors with employee status stands at 14%, meeting the goal of not exceeding one-third in management overlap. Four independent directors account for the proportion of the board members 57%, surpassing the one-third management target, the board of directors includes 2 female independent director, meeting the management objective of having at least one female director among the board members.
Currently, female directors account for 2 out of 7 members of the Board of Directors, which does not reach one-third of the board seats. This is mainly due to the characteristics of the industry in which the company operates, where the pool of qualified female candidates is relatively limited compared to male counterparts. Going forward, the company will actively seek female director candidates with professional expertise and will continue to promote gender diversity, gradually increasing the proportion of women on the board in order to achieve the goal of diversified governance.
State of implementation on related diversity policy is as in the table below
|
Name |
Gender | Professional background | Professional skills | ||||||||
| Legal | Industry | Finance and accounting | Marketing | Tech | Business management and leading strategic decisions | Operations judgement and crisis handling | Accounting and Financial Analysis Skills | Industry Knowledge | Int’l Market Perspectives | ||
| Fang, Jung-Hsi | M | V | V | V | V | V | V | V | V | ||
| Chuang, Hong-Jen | M | V | V | V | V | V | V | V | V | V | V |
| Chang, Deng-Kai | M | V | V | V | V | V | V | V | V | ||
| Liu, Shi-Heh | M | V | V | V | V | V | V | V | |||
| Yang, Chia-Wen | F | V | V | V | V | V | V | V | |||
| Charles W. Tu | M | V | V | V | V | V | |||||
| Wang, Shu-Lan | F | V | V | V | V | V | V | V | |||
Specific management goals and achievement status of diversification policies are as follows
| Management Goal | Achievement Status |
| No more than one-third of the board seats should be held by executive directors. | Achieved |
| The board should include at least one female member. | Achieved |
| Independent directors should hold more than one-third of the board seats. | Achieved |
Measures to Enhance Gender Diversity on the Board:
(I) Diverse Criteria:
In addition to professional expertise, the criteria for selecting directors should also take into account gender, age, nationality, cultural background, and other dimensions of diversity.
(II) External Search:
Leverage professional institutions (such as the Taiwan Corporate Governance Association’s Independent Director Talent Database) to identify suitable female director candidates and broaden the scope of recruitment.
(III) Training and Development:
Provide training programs for women and other minority groups to enhance their professional skills.
Succession planning for board members and key management
1. Succession planning and operation status of board members：
The company adopts a candidate nomination system for the election of directors, and clearly stipulates the diversity policy for board members in the “Corporate Governance Practice
Principle”, including gender, age, nationality, professional knowledge and skills, etc. in the diversity policy. There are a total of 7 board members. Members have professional
backgrounds in law, industry, accounting, marketing and technology, etc., and have different professional backgrounds, such as operation management and leadership decision-making, operational judgment and crisis management, accounting and financial analysis capabilities, industry knowledge and international market perspective, etc. Professional capabilities demonstrate diverse and complementary effects. The composition structure of the
company’s board of directors should include no less than one-third of the directors as independent directors, and directors who also serve as company managers should not exceed one-third of the directors in order to achieve the goal of corporate governance. In order to meet the needs of sustainable operation of the enterprise and implement the operation strategy, directors who are also managers of the company should possess
operational judgment ability, accounting and financial analysis ability, business management ability, crisis management ability, industry knowledge, international market perspective, leadership ability and decision-making capacity. For high-potential talents, the company conducts ability training and performance evaluation through internal and external courses, project experience, job rotation, etc. based on the abilities they should possess to serve as directors, in order to meet the company’s expectations. The company will use the “board
performance evaluation results” as a reference for director
Performance Evaluation of the Board of Directors
On August 13, 2025, the Board of Directors revised the “Board Performance Evaluation Guidelines.” According to the guidelines, the Board is required to conduct at least one internal performance evaluation annually, covering the overall Board, individual Board members, and functional committees. The evaluation comprises four aspects: Board operations, director participation, Compensation Committee operations, and Audit Committee operations. The methods include evaluations by directors on Board operations, self-evaluations by directors on their participation, evaluations by Compensation Committee members on committee operations, and evaluations by Audit Committee members on their committee’s operations. The performance evaluation of the Company’s Board of Directors shall be conducted at least once every three years by an independent external professional institution or a team of external experts and scholars.
The results of these evaluations serve as a reference for the selection or nomination of directors and are also used to determine the individual compensation of directors and functional committee members. The performance evaluation results for the year 2024 were reported to the Board on March 11, 2025, and have been used as a reference for assessing the performance, remuneration, and re-nomination of Board members.
