Specific Management Objectives and Achievement Status of the Board Diversity Policy


Specific Management Objectives and Achievement Status of the Board Diversity Policy

I. Board Diversity Policy:


According to Article 20 of the Company’s “Corporate Governance Best Practice Principles,” the composition of the Board of Directors should consider diversity and ensure that members possess the necessary knowledge, skills, and competencies to perform their duties. To achieve the ideal objectives of corporate governance, the Board as a whole should have the following capabilities:

  1. Operational judgment.

  2. Accounting and financial analysis.

  3. Business management.

  4. Crisis management.

  5. Industry knowledge.

  6. International market perspective.

  7. Leadership skills.

  8. Decision-making ability.

II. Specific Management Objectives of Board Diversity:
The Company’s Board of Directors is responsible for guiding company strategy, supervising management, and being accountable to the Company and its shareholders. All operations and arrangements under the corporate governance framework should ensure that the Board exercises its authority in accordance with laws, the Company’s Articles of Incorporation, or shareholders’ resolutions.


The specific management objectives are as follows:


  1. The Board emphasizes operational judgment, business management, and crisis management. At least two-thirds of the directors should possess relevant core competencies.

  2. The number of directors who are employees of the Company, its parent, subsidiaries, or affiliated companies should not exceed one-third of all Board seats, in order to maintain effective      supervision.

III. Achievement Status of Board Diversity:
The Company’s Board of Directors consists of 9 members, including 3 independent directors, none of whom have served more than three terms, ensuring the independence of the Board.

All directors possess practical experience in managing listed companies or have held management positions in government agencies. In addition to leadership, decision-making, crisis management, and international market perspective, the 3 independent directors have the following professional expertise:


  • Lin Sheng-Chung, Independent Director, former Deputy Minister of the Ministry of Economic Affairs and Chairman of CPC Corporation, with expertise in operational judgment.

  • Mao En-Kuang, Independent Director, former Specialist Commissioner in the Office of the Minister of Economic Affairs.

  • Chen Jin-Ji, Independent Director, former Professor at the Graduate Institute of Financial Management, CTBC Business School, and former Director of the Finance Bureau, Yunlin County Government, with expertise in accounting and finance.

Among the 6 non-independent directors:


  • Chou Sheng-Hao has legal expertise.

  • Chairman Lai Wen-Hsiang, Director Su Ming-Te, Director Chen Xing-Xue, Director Chen Zhi-Chang, and Director Lai Jun-Cheng have held key management positions such as Chairman, General Manager, or Executive Vice President in listed companies, possessing capabilities in operational judgment, finance, accounting, business management, crisis management, industry knowledge, and leadership/decision-making.

Currently, the Board includes 1 female director and 8 male directors. Directors with employee status account for 33%, and independent directors account for 33%.


The basic composition of the Board is as follows:


Director
  Name

Nationality

Gender

Concurrent   employee

Age

 

 

Independent
  Director

 

diversified core projects


41

~

50

51

~

60

61

~

70

71

~

80

 

Term of office of   independent directors

Operational   Judgment

Accounting   & Financial Analysis

Business   Management

Crisis Management

Industry   Knowledge

International   Market Perspective

Leadership   Skills

Decision-making   Ability

Legal Awareness

Lai Wen-Hsiang

ROC

M




P



P

P

P

P

P

P

P

P


Chen   Xing-Xue

ROC

F

P



P



P

P

P

P

P

P

P

P


Zhou   Sheng-Hao

ROC

M


P





P



P

P

P

P

P

P

Su   Ming-De

ROC

M





P


P

P

P

P

P

P

P

P


Chen   Zhi-Chang

ROC

M

P



P



P

P

P

P

P

P

P

P


Lai Jun-Cheng

ROC

M

P

P





P

P

P

P

P

P

P

P


Lin   Sheng-Zhong

ROC

M





P

The 2nd Term

P

P

P

P

P

P

P

P


Mao   En-Guang

ROC

M




P


The 2nd Term

P


P

P

P

P

P

P


Chen   Jin-Ji

 

ROC

M



P



The 2nd Term

P

P

P

P

P

P

P

P