To implement corporate governance and enhance the functionality of the company's board of directors, performance goals are established to improve the efficiency of board operations. The board of directors has approved the "Board of Directors and Functional Committee Performance Evaluation Criteria," which stipulates that internal performance evaluations of the board of directors and functional committees are to be conducted annually.
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The performance evaluation results of the Board of Directors and Functional Committees for the fiscal year 2023 were reported to the Board of Directors on January 23, 2024.
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The performance evaluation results of the Board of Directors and Functional Committees for the fiscal year 2024 were reported to the Board of Directors on January 14, 2025.
The results of the performance evaluation for the fiscal year 2024 are as follows:
- Evaluation Cycle: Conducted annually.
- Evaluation Period: January 1, 2024 to December 31, 2024.
- Evaluation Scope: The overall Board of Directors, individual board members, and functional committees.
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Evaluation Method: Internal self-assessment by the board of directors, self-assessment by individual board members, and internal self-assessment by functional committees.
- Evaluation Criteria:
Ratings |
Poor |
Fair |
Average |
Good |
Excellent |
Average Score |
1 |
1-2 |
2-3 |
3-4 |
4-5 |
- Evaluation Content
(1) Board Performance Evaluation
Evaluation Indicators |
Evaluation Items |
Evaluation Results |
A.Degree of Participation in Company Operations |
12 Items |
4.96 |
B.Improvement of the Quality of the Board's Decision Making |
12 Items |
5 |
C.Composition and Structure of the Board of Directors |
7 Items |
5 |
D.Election and Continuing Education of Directors |
4 Items |
5 |
E.Internal Control |
6 Items |
5 |
(2)Evaluation of Director Performance
Evaluation Indicators |
Evaluation Items |
Evaluation Results |
A.Understanding of Company Goals and Objectives |
3 Items |
5 |
B.Awareness of Director's Responsibilities |
3 Items |
5 |
C.Degree of Participation in Company Operations |
8 Items |
4.96 |
D.Internal Relationship Management and Communication |
3 Items |
4.95 |
E.Directors' Professionalism and Continuing Education |
3 Items |
4.81 |
F.Internal Control |
3 Items |
5 |
(3)Audit Committee Performance Evaluation
Evaluation Indicators |
Evaluation Items |
Evaluation Results |
A.Degree of Participation in Company Operations |
4 Items |
5 |
B.Awareness of the Responsibilities of the Audit Committee |
5 Items |
5 |
C.Enhancing the Decision-Making Quality of the Audit Committee |
7 Items |
5 |
D.Audit Committee Composition and Member Selection |
3 Items |
5 |
E.Internal Control |
3 Items |
5 |
(4)Performance Evaluation of the Compensation Committee
Evaluation Indicators |
Evaluation Items |
Evaluation Results |
A.Degree of Participation in Company Operations |
4 Items |
5 |
B.Understanding of the Duties of the Compensation Committee |
4 Items |
5 |
C.Enhancing the Decision-Making Quality of the Compensation Committee |
7 Items |
5 |
D.Composition and Appointment of Members of the Compensation Committee |
3 Items |
5 |
(5)Performance Evaluation of the Integrity and Sustainability Committee
Evaluation Indicators |
Evaluation Items |
Evaluation Results |
A.Degree of Participation in Company Operations |
4 Items |
5 |
B.Understanding of the Responsibilities of the Integrity and Sustainability Committee |
3 Items |
5 |
C.Enhancing the Decision-Making Quality of the Integrity and Sustainability Committee |
7 Items |
5 |
D.Composition and Selection of Members of the Integrity and Sustainability Committee |
3 Items |
5 |
- Evaluation Results
The performance evaluation results for the Board of Directors in the fiscal year 2024 are as follows:
(1)The average score for the performance evaluation of the Board of Directors is 4.99, with the assessment result categorized as 「Excellent」.
(2)The average score for the performance evaluation of board members is 4.95, with the assessment result categorized as 「Excellent」.
(3)The average score for the performance evaluation of the Audit Committee is 5, with the assessment result categorized as 「Excellent」.
(4)The average score for the performance evaluation of the Compensation Committee is 5, with the assessment result categorized as 「Excellent」.
(5)The average score for the performance evaluation of the Integrity and Sustainability Committee is 5, with the assessment result categorized as「Excellent」.
Board of Directors External Performance Evaluation
According to Article 3 of our company's "Board of Directors and Functional Committees Performance Evaluation Guidelines," the performance evaluation of the Board of Directors should be conducted at least once every three years by an external evaluation organization or a team of external experts. In 2022, our company commissioned the Taiwan Investor Relations Institute, an external professional organization, to perform the external performance evaluation of the Board of Directors. This organization and its evaluation team have no business dealings with our company and are independent. The relevant details are as follows:
- Evaluation Organization: Taiwan Investor Relations Institute
- Evaluation Period: October 1, 2021 to September 30, 2022
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Evaluation Executing Committee:
TIRI Taiwan Investor Relations Institute Chairperson 郭宗霖
TIRI Taiwan Investor Relations Institute Director 許碧雲
Lin & Partners International Law Firm, Lead Attorney 林育杉
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Assessment Content and Items: The assessment of the board of directors is based on five major aspects: board composition and professional development, decision-making quality, operational efficiency, internal control and risk management, and the board’s involvement in corporate social responsibility. These aspects are used to evaluate the operational performance of the company’s board of directors.
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Assessment Method: The Taiwan Investor Relations Association conducted the assessment using paper-based self-assessment questionnaires and reviewing written documents provided by the company, including board meeting minutes, current internal policies, other supporting documents, and public information. On October 12, 2022, the association assigned three assessment execution committee members to conduct video interviews with the company’s Chairman, the conveners of the board’s functional committees, the corporate governance officer, and the internal audit officer. The assessment report was presented on October 21, 2022, and the company’s assessment results were submitted to the board of directors on March
- The following are the recommendations
Item |
Recommendation |
Planning and Improvement Status |
1 |
Suggestions should include scheduling the board meetings and major agenda items for the new year in advance of the previous year.
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The company plans the schedule and major agenda items for the board meetings of the new year in advance of the previous year. This includes arranging the annual board meeting sessions and their respective months, and listing the main agenda items for each session. This allows directors to understand the company's operational strategies in advance and have sufficient time, thereby improving the effectiveness of board meetings.
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2 |
It is recommended to uniformly plan the annual training courses for board members. |
In accordance with the "Futures Industry Directors and Supervisors Continuing Education Implementation Guidelines and Training Map," from 2024 onwards, newly appointed directors are required to include courses related to "Legal Duties and Responsibilities of Directors" and "ESG Sustainability Responsibilities" in their continuing education for the year of their appointment. Courses related to "ESG Sustainability Responsibilities" should account for at least 50% of the required training hours. In subsequent years, directors should ensure that "ESG Sustainability Responsibilities" courses account for at least 50% of the annual continuing education hours. The company will collect and compile continuing education courses offered by relevant organizations and provide a unified selection for directors to enhance the functionality of the board.
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3 |
Recommendation to Establish a "Cybersecurity Advisory Group" or "Cybersecurity Committee"
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To enhance cybersecurity protection capabilities and achieve the goals of safety, convenience, and uninterrupted operations, our company will further optimize existing cybersecurity measures. We are evaluating and planning to establish a "Cybersecurity Advisory Group" or "Cybersecurity Committee" to provide professional advice on cybersecurity governance and management structures, as well as overall cybersecurity execution. This will help plan new cybersecurity strategies, strengthen financial cybersecurity resilience, and establish a comprehensive cybersecurity response system.
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Certificate of External Performance Evaluation of the Board of Directors