Board Information

According to the "○○ Co., Ltd. Procedures for Election of Directors and Supervisors" example provided by the Taiwan Stock Exchange Corporation:

The overall composition of the board of directors shall be taken into consideration in the selection of the Company’s directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

• Basic requirements and values: gender, age, nationality, and culture.
• Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

• The ability to make judgments on operations.
• Accounting and financial analysis ability.
• Business management ability
• Crisis management ability
• Knowledge of the industry
• International market perspective.
• Leadership ability.
• Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The Board of Directors of the Company shall give guidance the Company’s strategy, supervision to the management level, and be responsible to the Company and shareholders. The operations and arrangements of its corporate governance system shall ensure that the Board of Directors exercises its functions and powers in accordance with laws and regulations, Articles of Association or the resolutions of the General Meeting of shareholders. To meet the needs of the Company’s business development, the Board of Directors should be composed of experts and scholars in industry, accounting, management, etc.; members of the board should have business experience, legal or accounting qualifications. The Company gives focus to gender equality in the composition of the Board of Directors, with at least one female director.

The company adopts a candidate nomination system for electing directors at the shareholders' meeting. Each share carries voting rights equal to the number of directors to be elected. Votes can be concentrated on a single candidate or distributed among multiple candidates. The candidate with the highest number of votes wins. In the event of a tie where two or more candidates receive the same number of votes exceeding the number of available positions, a lottery will be conducted among the tied candidates to determine the winner. If any candidate is absent, the chairman will conduct the lottery on their behalf. If any amendments to the election method are necessary, they must be processed in accordance with Article 172 of the Company Act and should be clearly stated in the meeting notice with a comparison of the proposed changes.

The company's Board of Directors consists of 7 members, including 3 independent directors and 4 corporate representative directors, with independent directors accounting for 43%. The current directors include 5 male and 2 female members, representing 71% and 29%, respectively. Directors with employee status make up 14% of the board. Efforts will be made in the future to increase the number of female directors to enhance gender diversity within the board. The current directors possess the following professional expertise based on their academic and professional backgrounds: 4 with business experience, 2 with expertise in finance and accounting, and 2 with legal expertise. The details are shown in the table below: