Governance

What are you looking for?

BOD & Committee Practices_1

The Diversity of Board of Directors

The corporate governance and nomination committee, authorized by the Board of Directors, establishes the criteria for the professional knowledge, skills, experience, diverse backgrounds including gender, and independence required for Board members. The Committee reviews these standards annually and reports to the Board on their fulfillment. The Committee plans the composition of the Board and functional committees based on these diversity standards and selects candidates accordingly, submitting the recommended composition and candidate list to the Board for deliberation.

Specific Management Goals and Achievements of the Company's Board Diversity Policy

Board diversity criteria	2024 Management Objectives	Achievements in 2024
Composition of seats	Composition of seats	Achieved
Gender	Directors of any one gender shall account for at least one-third of the total number of directors.	Achieved
Term of service	The independent directors shall not serve more than three consecutive terms, but their consecutive terms shall be extended to four terms upon review by the Corporate governance and nomination committee. More than half of the independent directors serve no more than three terms. Directors shall not be over the age of 75 at the time of election.	Achieved
Concurrently situation	The number of board seats held by directors who also serve as company managers should not exceed one-third. Independent directors should not serve as independent directors in more than three companies. Independent directors should not concurrently serve as directors (including independent directors) or supervisors in more than five listed companies. Non-independent directors should not concurrently serve as directors in more than five listed companies.	Achieved
Diverse professional skills	Directors should possess expertise in areas such as the technology industry, technical research and development, industry innovation, corporate sustainability, risk management, human resources management, financial accounting, and strategic investment.	Achieved
Attendance rate	The attendance rate of directors should not be less than 80%.	Achieved

Note: Average Attendance Rate of the board of directors and Functional Committees in 2024

Board of director

Audit committee

Remuneration committee

Corporate governance and

nomination committee

Sustainability and risk management committee

100%

Diversity Background and Professional Qualifications and Capabilities of the Company’s Directors

Name		Shuang-Lang (Paul) Peng	Frank Ko	Chuang- Chuang Tsai	Han-Chou (Joe) Huang
Title		Chairman	Director	Director	Director
Gender		Male	Male	Female	Male
Age		60-69	50-59	70-79	60-69
Nationality		ROC	ROC	ROC	ROC
Number of consecutive years of	Date first elected	2010/06/18	2019/09/10	2022/06/17	2022/06/17
	Below 3 years			V	V
	3-9 years		V
	Exceed 9 years	V
Professional knowledge and skills	Technology industry	V	V	V	V
	Technical research		V	V
	Industrial Innovation	V	V		V
	Corporate Sustainability	V
	Risk Management	V	V		V
	Human Resources	V
	Financial Accounting
	Strategic investment	V	V		V
Number of other public companies concurrently served as independent director		0	0	1	0
Concurrent Managerial Position		V	V

Name		Jang-Lin (John) Chen	Chiu-Ling Lu	Cathy Han	Tzu-Ting Huang	Yen-Hsi Lin
Title		Independent Director	Independent Director	Independent Director	Independent Director	Independent Director
Gender		Male	Female	Female	Female	Female
Age		70-79	60-69	60-69	60-69	60-69
Nationality		ROC	ROC	ROC	ROC	ROC
Number of consecutive years of	Date first elected	2019/06/14	2022/06/17	2022/06/17	2025/05/28	2025/05/28
	Below 3 years		V	V	V	V
	3-9 years	V
	Exceed 9 years
Professional knowledge and skills	Technology industry	V		V	V	V
	Technical research	V
	Industrial Innovation	V
	Corporate Sustainability		V	V		V
	Risk Management			V	V
	Human Resources		V	V		V
	Financial Accounting		V	V
	Strategic investment			V	V
Number of other public companies concurrently served as independent director		0	2	2	2	2
Concurrent Managerial Position

Note: Members of the 11th Board of Directors elected at the Shareholders' Meeting on May 28, 2025.

The Major Board Resolutions

The Major Board Resolutions of 2024

The Major Board Resolutions of 2023

Communications between the independent directors, the head of Internal Auditor and the CPAs

The channels of the communications

Independent directors and accountants meet at least once a quarter for a regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.
The head of internal auditing and independent directors meet at least once a quarter for a regular meeting to report on the company's internal audit execution status, internal control operations and the execution of the Audit Committee Letter. Meetings can be convened at any time if there are major events. The appointment and removal of the company's chief auditor shall be approved by the Audit Committee and resolved by the Board of Directors. The performance of the chief auditor shall be evaluated by each member of the Audit Committee and determined by the Chairman according the Audit Committee’s opinion.
Independent directors may communicate separately and respectively with accountants and the head of internal auditor at least once a year. Communication channels are open and function well.

The summary of the communications between the independent directors and the CPAs