Board of Directors

Basic information of the board of directors｜Diversity Policy | Succession planning｜Performance evaluation execution status

 

Basic information of the board of directors
The company has seven directors, whose terms are three years. They are appointed by the shareholders' meeting who have the capacity to act and are eligible for re-election. Their selection follows the candidate nomination system specified in Article 192-1 of the Company Law.
According to the provisions of Article 14-2 of the Securities and Exchange Act, among the number of directors in the preceding article, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. Regarding the expertise, qualifications, shareholdings, term of office, and Part-time restrictions, nomination and selection methods and other matters that should be followed shall comply with the relevant regulations of the securities regulatory authority.

• Basic information of the board of directors

Title	Country	Name	Gender	Taking office date	Term of office	Concurrent position
Chairman	USA	Frank Chen Representative legal person： 東碱(股)公司	Male	2022.05.27	3 years	東碱(股)公司Vice Chairman 東化科技(股)公司Chairman 三德國際投資(股)公司President 信友實業(股)公司Director
Director	R.O.C	黃志成 Representative legal person： 東碱(股)公司	Male	2022.12.28	3 years	東南實業股份有限公司President
Director	R.O.C	李伸一	Male	2022.05.27	3 years	National Policy Advisor 南亞塑膠(股)公司Legal representative director 桃園航勤(股)公司Supervisor 穩懋半導體(股)公司Independent director 群益期貨(股)公司Compensation Committee 現代財經基金會Vice Chairman 群益金鼎證券(股)公司Independent director 藥華醫藥(股)公司Director
Director	R.O.C	譚家典	Male	2022.05.27	3 years	圖靈量化交易(股)公司Director 圖靈併購投資(股)公司Director 圖靈財務顧問(股)公司Director
Independent director	R.O.C	黃仲康	Male	2022.05.27	3 years	台聯電訊(股)公司President 福億通訊(股)公司Legal representative chairman 普凌威科技(股)公司Legal representative supervisor 金台聯國際貿易(上海)有限公司Legal representative director Mentorgroup Investment Inc. Legal representative director 伊斯酷軟體科技(股)公司Supervisor 台科之星創業投資(股)公司Legal representative director 指南之星創業投資(股)公司Legal representative director
Independent director	R.O.C	陳以敦	Male	2022.05.27	3 years	合里聯合法律事務所Presiding attorney 眾智光電科技股份有限公司Independent director
Independent director	Canada	Leo Ho	Male	2022.05.27	3 years	廣豐實業(股)公司Chairman 寶豐資產管理(股)公司Chairman 廣豐海外開發(股)公司Chairman

Board Diversity Policy

• Board Diversity Policy：
  The structure of the board of directors should determine the appropriate number of director seats based on the company's business development scale and the shareholding status of its major shareholders, based on the company's articles of association and practical operational needs. The composition of the board of directors should consider diversity. In addition to the fact that directors who are also company managers should not exceed one-third of the number of directors, appropriate diversification policies should be formulated based on its own operations, operating types and development needs, which should include but are not limited to the following Two major aspects of standards
  1. Basic conditions and values: gender, age, nationality and culture, etc.
  2. Professional knowledge and skills: professional background, professional skills and industrial experience, etc.
  In order to achieve the ideal goal of corporate governance, board members must possess the professional knowledge, skills, and qualities required to perform their duties in the following categories: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market outlook, and leadership. Ability, decision-making ability. The members of the company's board of directors are selected based on the company's operations, operating type and development needs, and they all have different expertise in various fields.
• Current status of achieving diversity on the board of directors：
  Members of the Company's Board of Directors generally possess the necessary knowledge, skills and qualities to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole has the following capabilities:：

  Name	Age	Operational judgment ability	Accounting and financial analysis skills	peration and management capabilities	Crisis handling capabilities	Industry knowledge	International market view	leadership	Decision-making capacity
  Frank Chen	40-50	✔	✔	✔	✔	✔	✔	✔	✔
  黃志成	60-70	✔	✔	✔	✔	✔	✔	✔	✔
  李伸一	80-90	✔		✔	✔	✔	✔	✔	✔
  譚家典	50-60	✔	✔	✔	✔	✔	✔	✔	✔
  黃仲康	50-60	✔	✔	✔	✔	✔	✔	✔	✔
  陳以敦	50-60	✔		✔	✔	✔	✔	✔	✔
  Leo Ho	40-50	✔	✔	✔	✔	✔	✔	✔	✔

The company's current board of directors consists of 7 directors, including 3 independent directors and 4 non-independent directors. Currently, 100% of the board members are men. In the future, we will try our best to increase the number of female directors to achieve the goal of gender equality.

Succession planning
The company's directors adopt a candidate nomination system, and each term of office is three years. Unless otherwise provided by laws or articles of association, the election of directors shall be conducted in accordance with the company's "Director Selection Procedures".
The selection of directors of the company should take into consideration the overall configuration of the board of directors. The composition of the board of directors should consider diversity and formulate appropriate diversity policies based on its own operations, operating types and development needs, which should include but not be limited to the following standards:
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.
Members of the company's board of directors should generally possess the necessary knowledge, skills and qualities to perform their duties. Their overall abilities should be as follows:
1. Operational judgment ability.
2. Accounting and financial analysis skills.
3. Operation and management capabilities.
4. Crisis handling capabilities.
5. Industrial knowledge.
6. International market outlook.
7. Leadership skills.
8. Decision-making ability.
Conduct director succession planning through the following methods:
1. The current directors recommend appropriate candidates.
2. Director candidates recommended by shareholders.
3. Use the performance evaluation results of the board of directors as a reference for nominating directors for re-election.
The directors of the company have the necessary work experience in business, legal affairs, finance, accounting or corporate business. In order to continuously improve the board of directors, the company plans at least six hours of refresher courses every year for board members to learn new knowledge and apply it.

• Operational situation

Name	Date	Organizer	Subject	Hours of further study
Frank Chen	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
	2023/11/27	社團法人中華公司治理協會	Big data analysis and corporate fraud detection and prevention	3
黃志成	2023/7/13	證券櫃檯買賣中心	Publicity meeting on sustainable development action plans for listed companies	3
	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
李伸一	2023/5/31	財團法人台灣金融研訓院	Chat GPT’s impact on the financial industry and response strategies	3
	2023/6/16	財團法人中華民國證券暨期貨市場發展基金會	Introduction and case analysis of short-term trading by company insiders	3
	2023/9/23	財團法人中華民國證券暨期貨市場發展基金會	Carbon rights trading mechanism and carbon management application	3
譚家典	2023/7/13	證券櫃檯買賣中心	Publicity meeting on sustainable development action plans for listed companies	3
	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
黃仲康	2023/7/18	財團法人中華民國會計研究發展基金會	2023 Transformation Finance and Sustainability Disclosure Seminar	3
	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
	2023/7/31	財團法人台灣金融研訓院	Corporate Governance Forum	3
	2023/9/28	社團法人中華公司治理協會	Securities illegal cases and responsibilities of directors and supervisors	3
	2023/10/3	社團法人中華公司治理協會	Corporate Governance and Corporate Social Responsibility Development Trends and Model Practices	3
陳以敦	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
	2023/11/15	台灣數位治理協會	Management right risk control and independent director system review	3
Leo Ho	2023/2/10	社團法人中華公司治理協會	Competition and Consumer Protection Issues under Digital Economy	3
	2023/3/10	社團法人中華公司治理協會	Shareholders' Meeting, Proxy Contest and Ownership Strategy	3
	2023/7/26	社團法人中華公司治理協會	Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications	3
	2023/8/11	社團法人中華公司治理協會	Roles and Responsibilities of the Board of Directors/Senior Management in ESG Governance	3

Performance evaluation execution status

• Board performance evaluation method
  The company's board of directors adopted the "Board of Directors Performance Evaluation Method" on January 22, 2021, in order to give full play to the self-motivation of board members and improve the function of board operations. The internal board of directors performance evaluation conducts the performance evaluation of the previous year in the first quarter of each year. The evaluation results are reviewed in front of the board of directors in the first quarter of the next year and reported to the board of directors.
• Board performance evaluation results:
  The indicators for the performance evaluation of the board of directors should be determined based on the company's operations and needs and are consistent with and suitable for the company's performance evaluation, and should be reviewed and made recommendations by the remuneration committee on a regular basis.
  The scoring standards can be revised and adjusted according to the needs of the company, and can also be scored in a weighted manner based on each measurement aspect.
  When counting the self-evaluation results, the performance self-evaluation scores of the board of directors, each functional committee and board members should be counted separately. The self-evaluation score is the overall average score of all items. The self-evaluation results corresponding to the average score are as follows:
  1. Those with an average score of 4.5 points (inclusive) or above will have a self-assessment result of "Excellent".
  2. Those whose average score is 4 points (inclusive) and less than 4.5 points, the self-assessment result will be "excellent".
  3. Those whose average score is 3 points (inclusive) and less than 4 points will have a self-assessment result of "good".
  4. Those whose average score is 2 points (inclusive) but less than 3 points will have a self-assessment result of "to be strengthened".
  5. Those whose average score does not reach 2 points will have a self-assessment result of "extremely poor".

• 2023: (Reported to the Board of Directors on February 2, 2024)
  The summary results of the self-evaluation of the board of directors' performance appraisal and the self-evaluation of the board members are both excellent.
  Self-evaluation results of the members of the Audit Committee: Excellent.
  The self-evaluation result of the members of the Salary and Remuneration Committee: Excellent.