Composition and responsibilities of the Board

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Composition and responsibilities of the Board

  • The Company has established the “Rules and Procedures for the Board of Directors Meeting.” Functions and operations of the Board of Directors are governed by these Rules and Procedures and related laws and regulations. Furthermore, the Company has specified required competencies for the Board of Directors in Chapter 3 “Directors Competency Enhancement” of the “Corporate Governance Best Practice Principles,” as a reference for Board member diversification.
  • Members of the Board of Directors are nominated and elected through candidate nomination system as specified in the Articles of Incorporation. Apart from assessing the education and experience of candidates, the Company also references to the opinions of stakeholders and abide by the “Rules and Procedures for Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure the diversity and independence of directors.
  • The current nomination of the Board of Directors has seven seats, including three seats for independent directors. Directors nominated are equipped with different expertise, professional background, industry knowledge, skills, and competencies required by their duties to optimize the structure of the Company’s Board of Directors. Of the seven directors, Mr. Barry Lam, Mr. C.C. Leung, Mr. C.T. Huang, and Mr. Tim Li have extensive experience in leadership, operational judgement, operational management, crisis management, and they are well equipped with industry-specific knowledge and view of global market. Each of the three independent directors has its own expertise: Dr. Wei-Ta Pan is specialized in legal affairs and is familiar with social welfare; Dr. Pisin Chen is a physicist, familiar with industry-specific knowledge and equipped with an international market view; and Mr. Hung Ching Lee is equipped with professional knowledge in accounting and is a licensed senior securities specialist. Mr. Lee was an underwriting committee member of the Taiwan Securities Association, senior manager at the TWSE and securities firms. Mr. Lee has extensive knowledge in finance and securities related regulations. Thus, members of the Board of Directors are able to provide professional advices and constructive suggestions on the Company’s major operational matters.
  • Within the Board of Directors, the percentage of directors and independent directors who are also employees of the company is 43%, employment of each independent director is less than 3 years, three to six years, and over nine years. Two directors are over age 70 and three are between age 60 and 69, while two are under age 60. None of the directors are within the second degree of kinship. Board member diversification policy is disclosed on the Corporate website.