Board of Directors

Board professionalism

According to Section 4.5.4. of the Company’s ” Corporate Governance Best Practice Principles “, directors should generally possess the knowledge, skills and discipline necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities:

1. Operational judgment capability
2. Accounting and financial analysis capability
3. Operation and Management capability
4. Crisis management capability
5. Industry knowledge
6. International market perspective
7. Leadership capability
8. Decision-making capability

Diversity of Board Members:

To strengthen corporate governance and facilitate the sound development of the composition and structure of the Board, Section 4.5.3. of the “Corporate Governance Best Practice Principles” has pointed out that the candidate of board member shall be considered in addition to Company’s business model, future development needs, and major shareholders’ shareholdings status, but also evaluate various aspects of diversity backgrounds, such as basic criteria and values (such as gender, nationality, age, and culture), professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), and professional skills, and industry experience.

The current Board of Directors of the Company is composed of 11 directors, including four independent directors. All Board members have extensive experience and expertise in the fields of industry knowledge, financial accounting, business, and management. Moreover, the Company pays attention to gender equality in the composition of the Board. We hope that there shall be at least one female director on the Board to bring the ratio of female directors to 9% or higher. At present, the female director of the 11^th Board of Directors is Ms. Chen, Mei-Hui. The implementation of the diversity of Board members is listed as follows:

Member of the Remuneration Committee

Introduction to the operation of the Remuneration Committee

The Remuneration Committee aims to improve the remuneration system for directors and managers of the company. The powers and responsibilities of the Company’s Remuneration Committee includes:

• Formulate and review the Company’s performance evaluation standards, annual and long-term performance targets, as well as policy, system, standards, and structure of remuneration regularly for directors and managers.
• Evaluate the achievement of the performance targets of the Company’s directors and managers regularly, and determine the content and amount of their individual remuneration based on the evaluation results on the basis of the performance evaluation standards.
• Review the Company’s remuneration committee policy and regulations and propose amendments recommendation regularly.

The Remuneration Committee of the company is composed of all independent directors. Within the scope of their powers, they may request relevant department managers, internal auditors, CPA, legal advisers or other personnel to attend their meeting and provide relevant and necessary information.