
The Policy for Board Diversity
The Chapter 3 of the Company's "Code of Corporate Governance Practices", which is designed to strengthen the functions of the Board of Directors, has a diversity approach, and Article 20 stipulates that the composition of the Board of Directors should be diversified. The nomination and selection of members of the Company's Board of Directors is based on a candidate nomination system in accordance with the Company's Articles of Incorporation, and the procedures for the election of directors are followed to ensure the diversity of directors.
Diversity management objectives
The Company has formulated the "Code of Corporate Governance Practices" with reference to the Code of Corporate Governance Practices for Listed Companies of the Stock Exchange, and has set out its diversity policy in Article 20. The specific management objectives for diversity for the current (29th) Board of Directors:
Implementation Status
The 29th Board of Directors of our company consists of 9 members, including 3 female directors and 4 independent directors, representing more than 40% of the board seats. These members bring professional management and academic experience, offering expert guidance. Collectively, the board demonstrates operational judgment, accounting and financial analysis, management, crisis handling, international market insight, leadership, and decision-making skills, achieving the established diversity management objectives.
The Board's policy on diversity of membership is disclosed on the Company's website and the MOPS website.
Board of Directors Member Information
Chairman Wen-Yuan Ken
Education and Major
Main Experience
Chung-En Investment Co., Ltd. Representative Ray-An Tsai
Education and Major
Professional Licenses
Main Experience
EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION Representative-Chen Ching-Tai
Education and Major
Main Experience
Yi-Ling Feng
Education and Major
Main Experience
Han-Kao Ken
Education and Major
Main Experience
Hsiao-Che Chiang
Education and Major
Main Experience
Pi-Chuan Sun
Education and Major
Main Experience
Yu-Chun Liu
Education and Major
Professional Licenses
Main Experience
Hsiao-Kang Ma
Education and Major
Main Experience
The company’s Directors’ Achievement of Diversity is as Follows:
Age | Tenure of Independent Director | Industry Experience | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name of Director | Gender | With employee Status | Under 60 years old | 61-70 | Above 71 years old | Under 3 years | 6-9 years | Chemical | Information | Electronics | Finance and accounting |
Wen-Yuan Kan | Male | X | V | – | – | V | V | ||||
Yi-Ling Feng | Female | X | V | V | – | V | |||||
Ching_Tai Chen | Male | X | V | V | – | V | V | ||||
Han-Kao Ken | Male | X | V | – | – | V | |||||
Shu-Wan Tang | Male | X | V | – | – | V | V | ||||
Hsiao-Che Chiang (Independent Director) | Male | X | V | V | |||||||
Pi-Chuan Sun (Independent Director) | Female | X | V | V | |||||||
Yu-Chun Liu (Independent Director) | Female | X | V | V | V | ||||||
Hsiao-Kang Ma (Independent Director) | Male | X | V | V |
Independence of board of directors
The Company's 29th Board of Directors consists of 9 members, including 4 independent directors (accounting for more than 40% of the Board seats). Among the directors, no more than two individuals have spousal or second-degree familial relationships.
Qualification | Have more than five years of work experience and the following professional qualifications |
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Name | Lecturer or above in public or private colleges and universities in business, legal affairs, finance, accounting or related subjects required for company business | Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examination and obtained certificates required for company business | Required work experience in business, legal, finance, accounting or corporate matters |
Wen-Yuan Kan | V | ||
Yi-Ling Feng | V | ||
Han-Kao Ken | V | ||
Shu-Wan Tang | V | V | |
Ching_Tai Chen | |||
Hsiao-Che Chiang | V | V | |
Hsiao-Kang Ma | V | ||
Pi-Chuan Sun | V | ||
Yu-Chun Liu | V | V |
Performance Evaluation
he Company revised the "Board of Directors Performance Evaluation Guidelines" as approved by the Board of Directors on August 11, 2020. The Company conducts an internal performance evaluation of the Board of Directors on an annual basis and engages an external professional independent organization or a team of external experts and scholars to perform an evaluation every three years. The Company completed the internal evaluation of the Board’s performance for 2023 in February 2024 and reported the results to the Board of Directors on February 20, 2024. For the Board’s performance in 2024, both external and internal evaluations will be conducted simultaneously. The external evaluation will be carried out through questionnaires and expert interviews, while the internal evaluation will be conducted via questionnaires. The results of both the external and internal evaluations will be reported at the Company’s second Board meeting of 2025, scheduled for February 19, 2025.
Evaluation Cycle and Period
Project | Execution Cycle | Evaluation period | Executing Unit | File Download |
---|---|---|---|---|
2022/01/01 – 2022/12/31 2023/01/01 – 2023/12/31 2024/01/01 – 2024/12/31 | ||||
2020/11/01 – 2021/10/31 2023/11/01 – 2024/10/31 |
Project | Evaluation cycle | Evaluation Scope | Evaluation method | Evaluation content | Executing Unit/Personnel |
---|---|---|---|---|---|
Internal evaluation | Once a year | The whole Board of Directors | Internal self-evaluation Board of Directors Performance Evaluation Self-Assessment Questionnaire | 1.Level of participation in the Company’s operations 2. Improvement of the quality of the Board of Director' decision-making 3. Composition and structure of the Board of Directors. 4. Election and ongoing education of directors 5. Internal Control | Nominating Committee |
Individual directors | Board Self-Evaluation (Board Member Performance Evaluation Self-Assessment Questionnaire) | 1. Director’s awareness toward the Company’s goals and missions 2. Director’s awareness to duties 3. Level of participation in the Company’s operations 4. Management and communication of internal relations 5. Professionalism and ongoing education of directors 6. Internal Control | Director Independent Director |
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Functional Committees | Internal self-evaluation (Functional Committee Performance Evaluation Self-Assessment Questionnaire) | 1.Level of participation in the Company’s operations 2.Responsibilities and duties of Functional Committee 3.Improvement of the quality of decisions made by Functional Committees 4.Composition of Functional Committees and selection of members 5. Internal Control | Nominating Committee | ||
External evaluation | Once every 3 years |
| 1.Composition of the Board of Directors 2. Guidance of the Board of Directors 3. Authorization by the board of directors 4. Supervision by the Board of Directors 5. Communication with the Board of Directors 6. Internal Control and Risk Management 7. Self-discipline of the board of directors 8. Others (board meetings, support systems, etc.) | Chinese Corporate Governance Association (CCGA) |