Diversity of board members
Specific Management Objectives and Achievements of the Board Diversity Policy
1. Board Diversity Policy:
In accordance with Article 20, Chapter 3 of the “Code of Practice on Corporate Governance”, the Company shall strengthen the functions of the Board of Directors, and take into consideration the diversity of the composition of the Board of Directors. In addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, the Company shall formulate an appropriate diversity policy with respect to its operation, business model and development needs, which shall include but not be limited to the following two major aspects:
1. Basic criteria and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. In order to achieve the objectives of corporate governance, the Board as a whole should possess the following competencies:
1. Operational judgment.
2. Accounting and financial analysis.
4. Crisis management.
5. Industry knowledge.
6. International market view.
7. Leadership.
8. Decision-making.
2. Specific Management Objectives of Board Diversity:
The Board of Directors of the Company shall direct the Company’s strategies, supervise the management, and be responsible to the Company and its shareholders, and the operations and arrangements of the corporate governance system shall ensure that the Board of Directors exercises its authority in accordance with the laws, the provisions of the Articles of Association or the resolutions of the shareholders’ meeting.
Specific management objectives are as follows:
1. The Board of Directors of the Company places emphasis on operational judgment, operational management and crisis management capabilities, and at least two-thirds of the Board members should be competent in the relevant core items.
2. The number of directors who are employees of the Company, its parent, subsidiary or associated company shall be less than (including) one-third of the total number of directors for the purpose of supervision.
3. Achievements of the Board Diversity:
The current board of directors consists of 9 directors, including 3 independent directors, none of whom has served more than three terms to ensure the independence of the board.
All of the directors have experience in corporate management practices of listed companies or have held management positions in government agencies. For the 3 independent directors, Mr. Lin Sheng Zhong was formerly the Vice Minister of the Ministry of Economic Affairs and Chairman of CPC, Mr. Mao En Guang was formerly Chief of the Secretary’s Office of Industrial Development Bureau, Ministry of Economic Affairs, and Mr. Chen Jin Ji is a professor of the Institute of Financial Management, CTBC business school. Among the other 6 non-independent directors, Director Zhou Sheng Hao is a law professional, and Chairman Lai Wen Xiang, Director Su Ming De, Director Chen Xing Xue, Director Chen Zhi Chang and Director Lin Ming Zheng all have experience in key management positions such as chairman or general manager of listed companies, with expertise in operational judgment, financial accounting, operational management, crisis management, industry knowledge and leadership decision-making.
The Company’s current directors are 11% female and 89% male (33% of the directors are employees and 33% are independent directors). The Company focuses on gender equality in the composition of the Board of Directors and aims to increase the percentage of female directors to 20% or more, and will strive to increase the number of female seats in the future so as to achieve the target.
