The Company has nine board members (including three independent directors). They serve for three-year terms. Election of board members uses a candidate nomination method; the board chooses members from among the list of candidates The board meets at least once a quarter. All board members possess relevant professional knowledge and experience, and each maintains a spirit of detached neutrality as they carry out their duties in accordance with legal regulations.
Its primary powers and responsibilities are as follows:
1. The Company’s operating plans.
2. Annual financial statements and semi-annual financial statements; provided, however, that this shall not apply where the semi-annual financial statements are not required by applicable laws and regulations to be reviewed or audited by a certified public accountant.
3. The establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and the evaluation of the effectiveness of the internal control system.
4. The establishment or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for major financial business activities, including the acquisition or disposal of assets, engagement in derivative transactions, lending of funds to others, and endorsement or provision of guarantees for others.
5. The offering, issuance, or private placement of equity securities.
6. Where no standing directors are appointed by the Board of Directors, the election or removal of the Chairman of the Board.
7. The appointment or removal of the heads of finance, accounting, or internal audit.
8. Donations to related parties or material donations to non-related parties; provided, however, that public welfare donations made for emergency relief due to major natural disasters may be submitted to the next meeting of the Board of Directors for ratification.
9. Matters prescribed under Article 14-3 of the Securities and Exchange Act, and other matters that are required by applicable laws and regulations or the Articles of Incorporation to be resolved by the shareholders’ meeting or the Board of Directors, or that are designated as material matters by the competent authority.
Disclosure of the professional qualifications of directors and the information on the
independence of independent directors:
Diversity and Independence of the Board Meeting:
1.Diversity Policy of the Board of Directors:
The composition of the Board of Directors should consider diversity. According to Article 20 of the Company’s Code of Practice of Corporate Governance to enhance the structure of the board of directors, members of the board should generally possess the necessary knowledge, skills, and qualifications to perform their duties. To achieve the Company’s corporate governance goals, the overall abilities that the board meeting should possess are as follows:
l Operational judgment.
l Accounting and financial analysis.
l Business management.
l Crisis management.
l Industry know-hows.
l Global market views.
l Leadership skills.
l Decision-making skills.
2.Specific Management Objectives for Board Diversity:
The Board of Directors of the Company should guide the Company’s strategy, supervise management level, take responsibility for the Company and shareholders, and ensure that the board of directors exercises its powers in accordance with laws, regulations, rules of the Company’s constitution, or shareholders’ meeting resolutions in its various operations and arrangements for the Company’s governance system.
The specific management objectives are as follows:
l The Company’s board meeting also emphasizes gender equity, with the board members including one female Director.
l The Company’s board of directors meeting places emphasis on operational judgment, business management, and crisis management, with the directors possessing the abilities in related core items.
l The independent directors may not serve for more than three terms in order to maintain their independence. The three independent directors have served for six years and are well acquainted with the financial and business operations of the Company.
l The backgrounds of the director members include accountants and senior industrial managerial personnel. The board meeting members have diverse backgrounds in industry and academia, and they can provide professional opinions from different perspectives, which greatly contribute to the Company’s business performance and management efficiency.
3.Board member diversification: The current board consists of 9 members, including 3 independent directors, to ensure the independence of the board meeting. There are three members who also serve as employees, accounting for 33%. And there is one female director to achieve the goal of gender equity. Among the board members, one independent director has a CPA qualification, specializing in finance and accounting. Other directors have rich experience in operation management, industry experience, and market strategy, each with a relevant professional background, and have the necessary professional knowledge to perform their duties.
4.The diversity of the board members is as follows:
Board independence:
1) Board of directors structure:
The selection of the Company’s directors is open and fair, in compliance with the Company’s Articles of Incorporation, Rules for Director Elections, Corporate Governance Best Practice Principles, Regulations for the Appointment of Independent Directors of Public Companies and the qualifications for the appointment of independent directors stipulated in Article 14-2 of the Securities Exchange Act. The current composition of the board of directors is divided into 33% for three independent directors and 67% for six non-independent directors. Among them, three directors who are employees and managers account for 33%. There are three directors—Cheng Jen-Hao, Chi Ai-Ling, and Lu Juan-Juan—who are related to one another within the second degree of kinship. As of May 16, 2025, there are two female directors, representing 22%.
2) The board meeting has independence:
To safeguard shareholders’ rights and treat all shareholders equally the Company has stipulated the procedures for director elections based on fairness, justice, and transparency. It also encourages shareholder participation. The cumulative voting system is adopted in accordance with the regulations of the Company Act to fully reflect shareholders’ opinions.
In accordance with the Securities Exchange Act, the number of independent directors shall not be less than two, and shall not be less than one-fifth of the total number of directors, with the audit committee being composed of all independent directors. For the overall operational policy of the Company, the board of directors is composed of 9 directors, of which 3 are independent directors, accounting for 33% of the total number of directors, which has met the requirement for the size and proportion of the directors’ seats stipulated for independent directors.
The board of directors of the Company emphasizes the functions of independent operation and transparency. All directors and independent directors are independent entities. Among the nine directors, only two seats, accounting for 22%, have a parent-child relationship, which complies with the provisions of Articles 26-3 paragraph 3 and 4 of the Securities and Exchange Act. In accordance with the regulations of the competent authority, the Company stipulates in its Articles of Incorporation that the election of directors should adopt the candidate nomination system. The qualifications, educational and career backgrounds of the nominated persons are assessed carefully to ensure that there are none of the circumstances listed in Article 30 of the Company Act, and the procedures are carried out in accordance with Article 192-1 of the Company Act.
Operation of the Board of Directors
The 15th board meeting convened 7 times in 2024. The attendance of directors and independent directors is as follows:
The 15th board meeting convened 7 times in 2025. The attendance of directors and independent directors is as follows:
