Board of Directors

Duty of Board of Directors

The Board of Directors of the Company shall guide the Company's strategy, supervise and manage the management, and be accountable to the Company and its shareholders. The Board of Directors should exercise its powers in accordance with the provisions of laws and regulations, the Articles of Association of the Company or the resolutions of shareholders' meetings.

Biographies 

Diversity of Directors members

To achieve ideal corporate governance, our directors are chosen based on the following:

1. Ability to make good operational judgment
2. Ability to perform accounting and financial analysis
3. Ability to conduct management administration
4. Ability to conduct crisis management
5. Industrial knowledge
6. International market perspective
7. Ability to lead
8. Ability to make decisions

In accordance with Article 20, Paragraph 3 of the Code of Practice for Corporate Governance of Listed and OTC Listed Companies, the composition of the Board of Directors shall consider diversity, except that the number of directors who are also managers of the Company shall not exceed one-third of the number of directors, and formulate appropriate diversity policies based on their own operations, operation patterns and development needs, including but not limited to the following two major criteria:

1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Our current Board of Directors consists of 11 directors, including 4 independent directors and 7 non-independent directors, whose professional experience encompass financial accounting, law, corporate management, etc. Among our directors, there is 1 female Director, 2 Directors with employed by the Company, and 4 Independent Directors who are all independent directors of the Company for the first time. The Company has always paid attention to gender equality and aims to increase the number of female directors to more than 18%; the figure is currently 9%.

Communication between independent directors and internal auditors and certified public accountants

We follow the following principles in how our independent directors communicate with the head of internal audit or with certified accountants on the company's financial and business matters:

1. At least once a year, a separate meeting between the independent directors, the head of internal audit and the accountant will be held to discuss the external audit opinions of the internal audit supervisor and the accountant, and to communicate any deficiencies in the annual audit, which will be minuted.
2. The internal audit officer will submit to the independent directors for inspection the status of the implementation of the annual audit plan and the improvement of the tracking of internal control deficiencies. The internal audit officer will also report to the independent directors at least once a quarter on the progress of the audit. In case of major extraordinary matters, a report will be made immediately to the independent directors.
3. The Company's external auditors shall report the results of the audit or review of the financial statements of the current quarter and other communication matters required by relevant laws and regulations at the quarterly audit committee meeting, and report to the members of the audit committee immediately if there are any special circumstances. There was no such special situation during the year, and the audit supervisor, the accountant and the independent directors were able to communicate directly with each other as required.

Communications between independent directors and CPA

Communications between independent directors and internal audit officer

Assessing the Performance of our Board of Directors

To implement proper corporate governance and improve the function of the Board of Directors, the Board of Directors approved the "Regulation for Board of Directors Performance Assessments" on August 18, 2023. The evaluation exercise will be carried out annually, and the scope of the evaluation will include the board of directors as a whole as well as individual directors.

According to Sample Template of "Rules for Performance Evaluation of Board of Directors" formulated by the FSC and Article 3 of the " Regulation for Board of Directors Performance Assessments" of the Company, the performance evaluation of the Board of Directors of the Company shall be carried out by an external team of experts and scholars at least once every three years. The results of the internal and external performance evaluation of the Board of Directors shall be completed before the end of the first quarter of the following year.