Procedures for Election of Directors
All Directors according to the Procedures for Election of Directors adopt nomination system for elections. The professional qualifications, shareholdings, restrictions on concurrent employment, recognition of independence, nomination and election of independent directors and other matters should be in accordance with the relevant regulations of the competent securities authorities.
In accordance with the aforementioned regulations, the current term of independent directors was submitted to the Board of Directors for discussion and approval, and during the period when nominations were announced, relevant documents were examined and submitted to the Company for nomination, and the shareholders' meeting was requested to elect the candidates from the list of candidates.
Download Here-Procedures for Election of Directors
Member of Board of Directors
The 8th term of directors (including independent directors) of this Company are elected in 2024 general shareholders meeting. This Company’s 7 directors (including 4 independent directors) are elected for a term of 3 years from May 21, 2024 to May 20, 2027.
|
Kuo, Hsien-Shou Chairman |
|
|
Lin, Yi-Fu Director |
|
|
Kuo, Tu-Mu Director |
|
|
Huang, San-Kuei Independent Director |
|
|
Wu, Rey-Yuh Independent Director |
|
|
Lu, Suei Independent Director |
|
|
Huang, Jui-Wen Independent Director |
|
Operational situation of the 8th Board of Director
The Board meeting shall be convened at least once every quarter, the latest Board meeting date is Nov. 11, 2024
| Attendance | Name | Number of should be attendance | Actual number of attendance | Attendance rate |
| Chairman | Kuo, Hsien-Shou | 6 | 6 | 100% |
| Director | Lin, Yi-Fu | 6 | 6 | 100% |
| Director | Kuo, Tu-Mu | 6 | 6 | 100% |
| Independent Director | Huang, San-Kuei | 6 | 6 | 100% |
| Independent Director | Wu, Rey-Yuh | 6 | 5 | 83.33% |
| Independent Director | Lu, Suei | 6 | 6 | 100% |
| Independent Director | Huang, Jui-Wen | 6 | 6 | 100% |
Diversification of the Board of Directors
The Board members make the diversification policy without discrimination based on race, gender, age, ethnicity and nationality background. The Company attaches great attention to gender equality in the composition of the board of directors , four directors are over 70 years old, two are between 60 and 69 years old, and one is under 60 years old, the independent director more than 1/2 of Board of Directors and the female directors more than 1/3 of Board of Directors.
To upgrade the Corporate governance’s target, the board of directors’ ability including but not limited to Operational judgment ability, Accounting and financial analysis ability, Operation management ability, Crisis management ability, Industrial knowledge, International market outlook, Leadership, Decision-making ability, Management Risk knowledge and ability：
Performance Evaluation of the Board of Directors
According to the “Rules for Performance Evaluation of Board of Directors” executes evaluation every year. The performance evaluation of the Board of Directors in 2020 includes five aspects as follows.
- The degree of participation in operation of the Company.
- Improvement of the decision-making quality of the Board of Directors.
- Composition and structure of the Board of Directors.
- Election and continuing education of directors.
- Internal control.
If the Company executes evaluation of the performance of functional committees, the evaluation items shall include at least the following 5 main aspects:
- Level of participation in the operation of the company.
- Awareness of the duties of functional committees.
- Improvement of the quality of decisions by functional committees.
- Composition of functional committees and election of members.
- Internal control.
The Finance Department is using questionnaires to evaluate the Performance of the Board of Directors and functional committees. According to the four parts to evaluation, including the board of directors operation, director participation, remuneration committee operation and audit committee.
The Results of the Performance Evaluation
The performance evaluation of the Board of Directors has been completed in 2023. Out of a total score of 5, the evaluation results were submitted to the Board of Directors on 2024/1/12.
The performance evaluation of the functional committees has been completed in 2023. Out of a total score of 5, the evaluation results were submitted to the Board of Directors on 2024/1/12.
The result of the performance evaluation of the Board of Directors was excellent, according to which the overall operation of the Board of Directors is in good condition.
The Company has set up the "Rules for Performance Evalua-tion of Board of Directors" It is also stated in the practice that the evaluation shall be carried out by an external independent institution or an external team of experts and scholars at least once every three years.
In 2023, the Taiwan Corporate Governance Association was entrusted with the performance evaluation of the Board of Directors. Please refer to the following link for more information:
In addition, the Company has disclosed the “Rules for Performance Evaluation of Board of Directors” on the website for reference.
Major Resolutions of Board Meetings
Succession Planning
The company has made the succession planning for the board of directors and major management.
