Diversification of Board of Directors
In accordance with Article 19 of the Company's "Corporate Governance Best Practice Principles", the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managerial officers of the Company shall not exceed one-third of the total number of directors, and that the Company shall formulate an appropriate diversity policy with respect to its own operations, business model and development needs, which shall include but not be limited to the following two major criteria:
A. Basic conditions and values: Gender, age, nationality, culture, etc., of which the ratio of female directors should reach one third of the total directors. B. Professional knowledge and skills: Professional background (such as, law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience.
The fourth Board of Directors of the Company is composed of seven members, including four independent directors and three general directors (two of whom are concurrently the President and an employee of the Company), all of whom have diverse professional backgrounds. No more than half of the directors are concurrently managers or employees of the Company. Members of the fourth Board of Directors of the Company possess the following capacities, including abilities to make operating judgments, perform accounting and financial analysis, conduct management administration and exercise crisis management, have industry knowledge and international market perspectives, as well as abilities to lead and make policy decisions. Independent Director HSIEH, Yu-Tieng specialized in financial management with the ability to perform accounting and financial analysis. Independent Director CHIU, Shih-Fang specialized in law matters. Independent Director Kuan Chih-Liang specialized in business management and judgment. Independent Director Chen, Tien-Szu has many years of experience in the electronic industry with related professionalism.
Actual management targets under the diverse policy: the current Board of Directors of the Company is composed of seven members. After the election in 2022, there are currently four independent members (three before the election), or 57% of the total Board. Board member profile: 29% concurrently an employee of the Company. Office terms of the three independent members are under nine years; and the other one is under three years.
If the number of directors of one gender in the Board of Directors of a TWSE-listed company is less than one-third of the total number of directors, the reason for the shortage and the measures to be taken to increase the diversity of the Board of Directors:
The Company has elected a female director in the 5th session of the Board of Directors. Currently, the male directors account for 85% of the Board of Directors, and the female directors account for 14%. As some of the candidates with industrial experiences or professional backgrounds for the election are male, the female talent cultivation is still in the process. The Company is planning to elect a female director for the 5th session of the Board of Directors (re-election in 2025). It is expected that there will be two female directors, and the female directors will account for 29% of the Board of Directors. The Company will continue to nominate candidates in accordance with the Corporate Governance Best Practice Principles and the requirements of the competent authorities, and actively work with the industry, official and academic institutions to expand the female talent pool with professional backgrounds and corporate governance experience to be taken into consideration for the election of future directors, and then achieve the goal of a gender equality plan with more than one-third of the seats of the Board of Directors with one gender.
.png)
.png)
Independence of Board of Directors:
The Board is composed of a total of seven members, three of whom are regular members and four are independent directors, accounting for 57%. These members possess rich experience and profession in financial, business, law and industry management.
As expressly provided for in Article 21 of the Company’s Corporate Governance Best-Practice Principles and Article 79 of the Articles of Incorporation, the directors shall be elected under the candidate nomination system. Accordingly, the Company shall prudently evaluate the qualification requirements of the nominated candidates to determine whether they fall under the situations outlined in Article 30 of the Company Act and shall, in turn, duly elect the appropriate candidates in accordance with Article 193-1 of the Company Act.
The Company established the “Nomination Committee” on January 13, 2025. After all candidates for directors (with independent directors covered inclusively) are duly resolved by the Nomination Committee, the candidates shall be submitted to the shareholders’ meeting for the election process.
We use cookies to provide the services and features offered on our website, and to improve our user experience. By using this website, you consent to the use of cookies.