Corporate Governance

Board of Directors

Issue Date:2022/05/27

Board of Directors

As set forth in the Articles of Incorporation, the Company has seven to fifteen directors bestowed with three-year tenure. The directors are eligible for re-election, of which one–fifth representation must be from relevant experts. The Company’s board shall have one chairman elected by and from among the directors. The Chairman chairs the board of directors internally and represents the Company externally. The board’s duties include but not limited to: increase or reduction of capital of the Company; regulations with regard to the organization of the Company; establishment, amendment, and abolishment of the branch offices within or outside the territory of the Republic of China; examination of annual business budgets and final closing report; distribution of profits or off-set of deficit; the amount and term of domestic and foreign loan; the amount of Investment; issuance of corporate bonds; policies regarding personnel matters, material purchase, accounting, and internal control; amendment and modifications of regulations of organization of the Board of Directors and the functional committee; amendment and modification of regulations with regard to the scope of duties of independent directors; appointment and removal of the management; appointment and removal of the chiefs of finance, accounting and internal audit; the remuneration standard for employees; policies regarding recommendation of chairman and president to subsidiaries; other duties and powers granted by the law or by shareholders' meeting.

The Company’s Articles of Incorporation stipulates that minimal three independent directors should be elected commencing the 5th Board of Directors. The elections for directors of the Company shall proceed with the candidate nomination system. Elections for independent and non-independent directors shall proceed concurrently, and the number of elected directors shall be calculated separately. Accordingly, both the Board of Directors and shareholders who hold over 1% of the total issued shares are entitled to nominate candidates for directors in formal writing; the shareholders shall elect the directors from among the nominees listed in the roster of candidates at the Annual General Meeting. The Company's 10th term of the Board of Directors is composed of thirteen directors (including five independent directors) and for a term of 3 years beginning on May 27th, 2022 to May 26th, 2025. The average tenure of the 9th board members till the end of the year 2021 was 3.4 years. (Please see the Implementation of Board's Diversity Policy.)

Board Meetings Attendance

With reference to the Corporate Governance Evaluation Indicator of Taiwan Stock Exchange (TWSE): "The actual attendance rate of all directors at board meetings in the year under evaluation shall be at least 85%".  The Company, therefore, has included the same indicator as mentioned above in the Company’s Regulations Governing the Performance Evaluation of the Board of Directors. The Company held a total of 11 meetings in the year 2021, and the average attendance rate of all directors was over 97 %. (Please see Board Meetings Attendance)

The Company established an audit committee composed of all of the independent directors starting from the 7th Board of Directors. The provisions related to supervisors under the Company Act, Securities and Exchange Act and other laws shall apply mutatis mutandis to the audit committee.

The Company has approved its Regulations Governing the Performance Evaluation of the Board of Directors at the 2nd meeting of the 9th term board of directors on August 13th, 2019.  The Company has completed its self-evaluation of performance of individual directors and functional committees for the year 2019. In addition, the Company has also commissioned the Taiwan Corporate Governance Association to conduct an external evaluation. (Please see the Company’s Board Performance Evaluation Report for 2021.)

The Company has appointed the Chief Corporate Governance Officer, who is concurrently the Assistant Vice President of Legal Affairs Department, and has designated the Secretariat of BOD and Finance Department as the special units to promote corporate governance related matters respectively. 

The continuing education of the Chief Corporate Governance Officer has amounted to 23 hours in 2021, which meets the requirement of 18 hours in the first year of service. 

For details, please see the Chief Corporate Governance Officer and its implementation.