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Board of Directors
Board Structure and Composition
As set forth in the Articles of Incorporation, the Company’s Board of Directors consists of seven to fifteen directors, each serving a three-year term. At least one-fifth of the directors must be experts in relevant fields, and starting from the 5th Board of Directors, we are required to elect a minimum of three independent directors.
The Company's Board of Directors for the 10th term is composed of thirteen directors, of which eight are juristic persons, including two executive directors, one labor director, and five non-executive directors, and five independent directors. They were elected to reflect the Company's consideration for the interests of all stakeholders and balance the independence of the Board of Directors, as well as to ensure the stability and development of the Company's operations.
The number of independent directors of the Company has exceeded the statutory requirement, which mandates a minimum of three directors and no less than one-fifth of the total number of directors. Currently, independent directors make up 38% of the Company's Board. In addition, all the external directors of the Company meet at least 4 of 9 criteria according to the DJSI independent directors’ statement.
Please refer to the document introducing the directors.
Please refer to the document on the independence of the directors.
The term of 3 years beginning on May 27th, 2022 to May 26th, 2025.
Board of Directors
Board Committees
Other Bylaws
Board's Important Resolutions
Performance Management of the Board of Directors
Board Continuing Education
Board Members
Education: Ph.D., Electronic Engineering, National Taiwan Institute of Industrial Technology
Past Experiences: Senior Executive Vice President and President of the Network Technology Group, Chunghwa Telecom
Current Position: Chairman & CEO, Chunghwa Telecom
Expertise: Telecom Operation and Management, Telecommunication Network Security and Resilience Enhancement, Mobile Network Evolution, 5G Digital Transformation and Industrial Upgrade, Satellite Communications Management and Strategic Development, Dedicated System Setup and Management, ESG, Risk Management
Education: Ph.D., Computer Science, National Chiao Tung University
Past Experiences: Senior Executive Vice President, Chief Business Officer and Chief Information Security Officer
Current Position: President, Chunghwa Telecom
Expertise: Network Architecture Evolution, O&M System Development, Integrated Network Management, Telecom Operation Management, Cloud Technology, Information and Communication Security, Project Management, ESG, Risk Management
Education: M.S., Hydraulic and Ocean Engineering, National Cheng Kung University
Past Experiences: Director-General, Railway Bureau, MOTC
Current Position: Political Deputy Minister, MOTC
Expertise: ESG, Risk Management, Transportation Planning and Management, Railway, Civil, and Hydraulic Engineering
Education: Bachelor, History, National Taiwan Normal University
Past Experiences: Deputy Director, National Palace Museum
Current Position: Deputy Minister, Ministry of Culture (MOC)
Expertise: Cultural Administration, Cross -Boundary Governance, Creative Content Industry
Education: MBA, National Taiwan University
Past Experiences: Director, Accounting Department, Ministry of Economic Affairs(MOEA)
Current Position: Director, Accounting Department MOTC
Expertise: Accounting, Risk Management, Crisis Management
Education: Ph.D., Electrical Engineering, Texas Tech University, USA
Past Experiences: Acting President, National Chiao Tung University
Current Position: Professor, Institute of Communications Engineering, National Yang Ming Chiao Tung University
Expertise: Advanced Technology Development and Application System Development in Information & Communication Technology, Speech Signal Processing, Speech Recognition, Speech Synthesis
Education: Ph.D., Computer Science & Information Engineering, National Taiwan University
Past Experiences:
Managing Director, Google Taiwan
Professor, Dept. of Information Management, National Taiwan University (Joint Appointment with Academia Sinica)
Current Position: Independent Director of
Appier Group Inc. Japan,
Uni-President Enterprises Corp.
Airoha Technology Corp.
Expertise: Software and Artificial Intelligence (AI) Technology, Chinese Search Technology and Internet Services
Education: Electronic Engineering Department of Kun Shan Institute of Technology
Past Experiences: Member of CHT's Workers’ Union & President of CHT’s Corporate Union, Tainan Branch
Current Position: Engineer, Tainan Branch, Chunghwa Telecom
Expertise: ICT, Customer Network Access, Labor Standards Act, Labour Dispute Mediation
Education: Ph.D., Accounting, Arizona State University, USA
Past Experiences: Chairperson, Department of Accounting, National Taiwan University
Current Position: Professor, Department of Accounting, College of Management, National Taiwan University
Expertise: Financial Accounting, Tax Laws, International Taxation, Audit and Risk Management
Education: Master, Agricultural Economics, National Taiwan University
Past Experiences: CEO, E. SUN Bank (China)
Current Position: Independent Director, MOSPEC Semiconductor Corp.
Expertise: Digital Finance, Strategic Planning, Business Management, Risk Management and Corporte Governance
Education: Double Degree of L.L.B. and B.A., National Taiwan University.
Past Experiences: Partner, Kao & Partners, Attorney-at-Law
Current Position: Managing Partner, Lex & Honor, Attorney-at-Law
Expertise: International Commercial Investment, Corporate Investment Law, Administrative and Public Laws related Legal Consultancy
Education: Ph.D., Electrical Engineering, University of Southern California, USA
Past Experiences: Chairperson, Department of Electrical Engineering, National Tsing Hua University
Current Position: Professor, Department of Electrical Engineering, National Tsing Hua University
Expertise: Digital Communications, Error-Correcting Codes, Systems Bioinformatics, Quantum Computation and Quantum Communications, Machine Learning
Education: Master, Computer Science and Information Engineering, National Taiwan University
Past Experiences: Founder, Taiwan AI Labs
Current Position: Founder, Taiwan AI Labs & Foundation
Expertise: Artificial Intelligence (AI), AI Data Governance, Software Platform R&D and Digital Talent Incubation
Functions of the Board of Directors
The Board of Directors is the highest governance body of the Company, responsible for its management, supervision, and decision-making. The Board's responsibilities 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; policies regarding recommendation of chairman and president to subsidiaries; other duties and powers granted by the law or by shareholders' meeting.
The Implementation of Diversity by Board Members
To strengthen corporate governance and promote sound development, the Board of Directors of the Company has approved the enactment of the 'Code of Corporate Governance.' As per article 20 of the Code, the composition of the Board members shall be considered in a diversified manner, and the appropriate policy on diversity should be based on the Company's business operations, operating dynamics and development needs.
The Company has set a concrete objective for Board Diversity:
- Maintain at least one female director and aim to have over one-third female directors by 2025.
- Ensure that at least one director possesses professional backgrounds and skills in each of the following areas: telecommunications industry, business management, information and communication technology, fintech, audit and risk management, marketing /commerce, and accounting/finance.
Please refer to the document for details on the Company's Implementation of Board Diversity.
Board Effectiveness
Board Meetings Attendance
According to the Corporate Governance Evaluation Indicator of Taiwan Stock Exchange (TWSE), the actual attendance rate of all directors at board meetings in the evaluated year must be at least 85%. To comply with this requirement, and to emphasize the importance of achieving a board of directors' average attendance rate of 85% or above, the Company has included the same indicator in its Regulations Governing the Performance Evaluation of the Board of Directors. To achieve the target attendance rate of 85%, board meetings may be attended in person or via video conference, as stated in Article 205 of the Company Act. Additionally, the attendance rate of each director at board meetings shall be considered one of the key factors for evaluating and nominating board members for re-election. In 2024, the Company held a total of eight meetings, and the average attendance rate of all directors was 99.3%.
Please refer to the document on Board Meeting Attendance for more information.
Board Mandates
The Company complies with Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies that none of directors serve as an independent director of more than three other public companies.
Please refer to the document on Board Mandates.
Board Performance Review
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 undergoes an external evaluation conducted by an independent professional institution or a panel of external experts and scholars at least once every three years. In 2024, the Company engaged the Taiwan Corporate Governance Association for the external evaluation. Additionally, an internal self-evaluation was conducted, covering the Board as a whole, individual directors, and functional committees.
Board Nomination and Election Process
The Company has established the Directors Election Regulations, which stipulate that the director election process shall follow the candidate nomination system under Article 192-1 of the Company Act. Independent and non-independent directors are elected concurrently, but their votes are calculated separately.
As per Article 195 of the Company Act and Article 13 of the Company's Articles of Incorporation, directors serve a three-year term and are eligible for re-election. According to the Company’s Code of Corporate Governance, the composition of the Board members shall be considered in a diversified manner. To be eligible for election, directors must possess the necessary knowledge, skills, and experience to perform their duties. Additionally, all independent directors must meet professional qualification requirements, have relevant work experience, maintain their independence, and not have any direct or indirect interest relationship with the Company, in compliance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The Board of Directors and shareholders holding over 1% of the total issued shares are authorized to nominate candidates for directors through formal written communication. At the Annual General Meeting, shareholders shall elect directors from among the nominees listed in the roster of candidates.
The Company's Board will have one chairman who is elected by and from among the directors. The chairman will serve as the internal chair of the Board of Directors and represent the Company externally.
Board Average Tenure
The Company follows the provisions of the domestic Company Act, which stipulates that the term of office for directors is three years. In addition, to ensure that independent directors can objectively perform their duties and maintain their independence, the Taiwan Stock Exchange Corporate Governance Evaluation has set an index stating that more than half of the independent directors should not serve continuously for more than three terms. Based on these regulations, the composition of the Company's tenth Board of Directors, which was elected in May 2022, includes five newly appointed directors and eight re-appointed directors.
Having a combination of both new and incumbent directors on the Board of Directors ensures that experienced and knowledgeable directors are available to guide new directors and provide valuable insight into the Company’s operations and future. This is based on their understanding of the Company’s history, policies, and objectives, and helps ensure continuity in decision-making, thus sustaining the Company's operations. Additionally, new directors bring fresh perspectives and ideas that promote innovation and adaptation to the changing market and industry, contributing to the overall success and sustainability of the Company. A diverse mix of directors can also lead to more balanced and informed decision-making. By including new directors, the Board can also plan for succession and maintain a smooth transition, promoting stability and continuity in the Company's leadership.
In May 2023 and September 2024, the Company experienced two changes in chairmanship. Additionally, between July 2023 and September 2024, several juristic person directors were dismissed or resigned, with new directors subsequently appointed to take over their positions. As of December 2024, the average tenure of the Company’s directors was four years.
Please refer to the table below for the Percentage Distribution of Director Tenures.
Director Compensation Policy
Connection between Director Compensation and Sustainability Performance
All the Directors of Chunghwa Telecomm were nominated by the Board of Directors and shareholders with shares of statutory percentage before election in the shareholders’ meetings. To tie the Directors’ performance with the corporate vision for sustainability and the short, mid-, and long-term strategic targets, assess the required core competencies, strengthen accountability, link performances with compensation, retain and attract key talents to the Board of Directors, the Compensation Committee flexibly incorporates the sustainable management strategic targets in the indicators for Directors’ compensation disbursement to tie it with the variable compensation in accordance with regulations like the Articles of Incorporation so as to materially drive the performance and achieve a win-win scenario.
Director Compensation Disclosure
The directors of Chunghwa Telecom are highly supportive of the company’s efforts to enhance and strengthen corporate governance. Each director has agreed to disclose their individual compensation to enhance the transparency of compensation information. This initiative is intended to give our shareholders greater confidence in the sustainable development of our company. Effective starting from 2024, the compensation details will be disclosed in the Annual Report and the Annual General Meeting Handbook.
* Compensation of Directors: p.38-43 of the Annual Report 2023.
Chief Corporate Governance Officer
The Company has appointed the Chief Corporate Governance Officer, who is concurrently acting as the Assistant Vice President of Legal Affairs Department, and the Secretariat of BOD with Finance Department to be the special units to promote corporate governance related matters respectively.
The continuing education of the Chief Corporate Governance Officer has amounted to 30 hours in 2024, which has exceeded the minimum requirement of 12 hours of training course in the following year of her first appointment.
For details, please see the Chief Corporate Governance Officer and its implementation.
Board Committees
Audit Committee
Compensation Committee
Sustainable Development and Strategy Committee
Risk Management Committee
Directors |
Audit Committee |
Compensation Committee |
Sustainable Development & Strategy Committee |
Risk Management Committee |
---|---|---|---|---|
Chih-Cheng Chien | ※ |
|||
Rong-Shy Lin | ★ |
★ |
||
Shin-Yi Chang | ★ |
★ |
||
Shih-Hung Tseng | ★ |
|||
Yu-Fen Lin* | ★ |
※ |
★ |
★ |
Chung-Chin Lu* | ★ |
★ |
★ |
|
Yi-Chin Tu* | ★ |
★ |
★ |
|
Su-Ming Lin* | ※ |
★ |
★ |
★ |
Chia-Chung Chen* | ★ |
★ |
★ |
※ |
*Independent Director
※ = Committee Chairman
★ = Committee Member
*Independent Director
※ = Committee Chairman
★ = Committee Member
Compensation Committee
The board of directors passed a resolution on November 8, 2005 to set up a compensation committee, which is composed of five directors. The Article 14-6 of R.O.C. Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the Competent Authority (i.e. Financial Supervisory Commission) to enact a regulation on the authorities of the compensation committee and the qualifications of its members. Our board of directors passed a resolution to amend the organization of our compensation committee on August 26, 2011. The compensation committee is composed of two independent directors and one director and is responsible for drafting, approving and periodically reviewing the policy, system, standard and structure of performance valuation and of compensation for the directors, supervisors and the management.
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Compensation Committee Operation(2024)
Sustainable Development and Strategy Committee
The Sustainable Development & Strategy Committee (renamed from the Corporate Strategy Committee on August 9th 2023) may comprise five to nine directors. Currently, there are nine directors on the Committee. The responsibilities of the committee include but not limited to (i) Mid to long-term goals and strategies ; (ii) Sustainable development policies and management approaches ; (iii) Major investments and mergers and acquisitions ; (iv) Major group or corporate level reorganizations ; (v) Application or return of business licenses ; (vi) Annual Business plans and budget plans ; (vii) Capital increase or reduction ; (viii) Other strategic decisions may cause significant effect.
Conclusions made by the Sustainable Development & Strategy Committee will be discussed and considered at the subsequent Board Meeting.
Risk Management Committee
On August 9, 2023, during the 7th meeting of the 10th Board of Directors, our company approved the establishment of the "Risk Management Committee" to enhance the functions of the board and the risk management mechanism. This committee is composed of three to seven directors. The majority of the Committee members shall be composed of independent directors. The responsibilities of the Committee are as follows:
I. Reviewing risk management policies, procedures, framework, and periodically reviewing their applicability and operating performance;
II.Approving risk appetite (risk tolerance) and guiding the resource allocation;
III.Ensuring that the risk management mechanism adequately address the risks faced by the Company and integrate into routine operational procedures;
IV.Approving the prioritization and risk levels for risk control and management;
V.Reviewing the implementation of risk management and proposing necessary recommendations for improvements, and reporting to the board of directors regularly (at least once a year);
VI.Executing the risk management decisions made by the board of directors.
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Organizational Regulations of Board of Directors Risk Management Committee
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Articles of Incorporation
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Organizational Regulations of Board of Directors Audit Committee
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Organizational Regulations for Compensation Committee
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Organizational Regulations of Board of Directors Sustainable Development and Strategy Committee
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Organizational Regulations of Board of Directors Risk Management Committee
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Meeting Rules of Order of the Board of Directors
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Directors Election Regulation
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Regulations Governing the Performance Evaluation of the Board of Directors of Chunghwa Telecom Co., Ltd
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Standard Operational Procedures for Responding to Requests from Directors of Chunghwa Telecom
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Regulations Governing the Duties of Independent Directors
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Code of Corporate Governance
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Sustainable Development Best-Practice Principles
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Procedures for Acquisition or Disposal of Assets
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Procedures for Handling Material Information
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Operational Procedures for Loaning Funds to Others
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Operational Procedures for Endorsements / Guarantees
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Rules Governing Financial and Business Matters between Chunghwa Telecom Co., Ltd and its Related Parties
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Guidelines for Using Chunghwa Telecom Trademark
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Code of Ethics
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Chunghwa Telecom Ethical Corporate Management Best Practice Principles
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Chunghwa Telecom Procedures for Ethical Management and Guidelines for Conduct
Board's Important Resolutions
- 10th Board of Directors
- 9th Board of Directors
- 8th Board of Directors
- 7th Board of Directors
- 6th Board of Directors
- 5th Board of Directors
- 4th Board of Directors
Meeting
-
14th Meeting
2025/01/22 -
8th Interim Meeting
2024/12/23 -
13th Meeting
2024/11/08 -
7th Interim Meeting
2024/09/30 -
12th Meeting
2024/08/09 -
11th Meeting
2024/05/10 -
6th Interim Meeting
2024/04/17 -
10th Meeting
2024/02/23 -
9th Meeting
2024/01/26 -
5th Interim Meeting
2023/12/22 -
8th Meeting
2023/11/08 -
7th Meeting
2023/08/09 -
4th Interim Meeting
2023/07/07 -
3rd Interim Meeting
2023/06/29 -
6th Meeting
2023/05/10 -
2nd Interim Meeting
2023/05/05 -
5th Meeting
2023/02/24 -
4th Meeting
2023/01/31 -
3rd Meeting
2022/11/04 -
1st Interim Meeting
2022/09/16 -
2nd Meeting
2022/08/05 -
1st Meeting
2022/05/30
Meeting
-
19th Meeting
2022/05/06 -
18th Meeting
2022/04/13 -
9th Special Meeting
2022/03/04 -
17th Meeting
2022/02/23 -
16th Meeting
2022/01/25 -
8th Special Meeting
2021/12/29 -
7th Special Meeting
2021/12/23 -
15th Meeting
2021/11/05 -
6th Special Meeting
2021/10/20 -
5th Special Meeting
2021/09/28 -
14th Meeting
2021/08/05 -
4th Special Meeting
2021/06/09 -
13th Meeting
2021/05/06 -
3rd Special Meeting
2021/04/07 -
12th Meeting
2021/02/23 -
11th Meeting
2021/01/26 -
10th Meeting
2020/12/15 -
9th Meeting
2020/11/06 -
8th Meeting
2020/08/11 -
7th Meeting
2020/05/06 -
6th Meeting
2020/02/26 -
5th Meeting
2020/01/21 -
2nd Special Meeting
2020/01/08 -
4th Meeting
2019/12/17 -
3rd Meeting
2019/11/13 -
1st Special Meeting
2019/09/18 -
2nd Meeting
2019/08/13 -
1st Meeting
2019/06/24
Meeting
-
18th Meeting
2019/05/08 -
17th Meeting
2019/03/19 -
16th Meeting
2019/01/29 -
15th Meeting
2018/12/11 -
14th Meeting
2018/11/06 -
13th Meeting
2018/08/07 -
12th Meeting
2018/05/03 -
11th Meeting
2018/03/13 -
10th Meeting
2018/01/30 -
7th Special Meeting
2017/12/27 -
9th Meeting
2017/12/05 -
8th Meeting
2017/11/06 -
6th Special Meeting
2017/09/29 -
7th Meeting
2017/08/08 -
5th Special Meeting
2017/05/26 -
4th Special Meeting
2017/04/20 -
5th Meeting
2017/03/07 -
4th Meeting
2017/01/24 -
3rd Special Meeting
2016/12/29 -
2nd Special Meeting
2016/12/15 -
3rd Meeting
2016/11/11 -
1st Special Meeting
2016/09/19 -
2nd Meeting
2016/08/09 -
1st Meeting
2016/06/27
Meeting
-
15th Meeting
2016/05/10 -
4th Special Meeting
2016/04/21 -
3rd Special Meeting
2016/03/23 -
14th Meeting
2016/03/11 -
2nd Special Meeting
2016/01/27 -
13th Meeting
2015/11/10 -
12th Meeting
2015/08/11 -
11th Meeting
2015/05/11 -
10th Meeting
2015/02/13 -
1st Special Meeting
2014/12/16 -
9th Meeting
2014/11/11 -
8th Meeting
2014/08/12 -
7th Meeting
2014/05/13 -
6th Meeting
2014/03/25 -
5th Meeting
2014/01/28 -
4th Meeting
2013/12/17 -
3rd Meeting
2013/10/31 -
2nd Meeting
2013/08/13 -
1st Meeting
2013/06/25
Meeting
-
4th Special Meeting
2013/05/14 -
22nd Meeting
2013/04/30 -
3rd Speial Meeting
2013/04/01 -
21st Meeting
2013/03/26 -
20th Meeting
2013/01/29 -
19th Meeting
2012/12/25 -
18th Meeting
2012/10/23 -
17th Meeting
2012/08/29 -
16th Meeting
2012/06/26 -
15th Meeting
2012/04/27 -
14th Meeting
2012/03/27 -
13th Meeting
2012/02/21 -
2nd Special Meeting
2012/01/19 -
12th Meeting
2011/12/20 -
11th Meeting
2011/10/25 -
10th Meeting
2011/08/26 -
1st Special Meeting
2011/08/12 -
9th Meeting
2011/06/28 -
8th Meeting
2011/04/26 -
7th Meeting
2011/03/29 -
6th Meeting
2011/02/23 -
5th Meeting
2010/12/28 -
4th Meeting
2010/10/26 -
3rd Meeting
2010/08/24 -
2nd Meeting
2010/07/27 -
1st Meeting
2010/06/18
Meeting
-
8th Interim Meeting
2010/05/31 -
23th Meeting
2010/04/27 -
22th Meeting
2010/03/30 -
21th Meeting
2010/02/09 -
7th Interim Meeting
2010/01/15 -
20th Meeting
2009/12/22 -
19th Meeting
2009/10/29 -
18th Meeting
2009/08/25 -
17th Meeting
2009/07/14 -
16th Meeting
2009/04/28 -
15th Meeting
2009/03/27 -
14th Meeting
2009/02/24 -
13th Meeting
2008/12/26 -
12th Meeting
2008/10/24 -
6th Interim Meeting
2008/10/09 -
11th Meeting
2008/08/26 -
5th Interim Meeting
2008/08/20 -
10th Meeting
2008/06/27 -
4th Interim Meeting
2008/06/16 -
9th Meeting
2008/04/25 -
8th Meeting
2008/03/25 -
3rd Interim Meeting
2008/03/04 -
2nd Interim Meeting
2008/02/21 -
1st Interim Meeting
2008/01/22 -
7th Meeting
2007/12/25 -
6th Meeting
2007/12/03 -
5th Meeting
2007/10/23 -
4th Meeting
2007/08/28 -
3rd Meeting
2007/08/10 -
2nd Meeting
2007/07/10 -
1st Meeting
2007/06/15
Meeting
-
20th Meeting
2007/04/24 -
19th Meeting
2007/03/23 -
18th Meeting
2007/02/13 -
17th Meeting
2006/12/26 -
7th Interim Meeting
2006/11/27 -
16th Meeting
2006/10/31 -
15th Meeting
2006/08/29 -
14th Meeting
2006/06/20 -
6th Interim Meeting
2006/06/02 -
13th Meeting
2006/04/25 -
12th Meeting
2006/03/28 -
11th Meeting
2006/02/21 -
4th Interim Meeting
2006/02/09 -
3rd Interim Meeting
2006/01/06 -
10th Meeting
2005/12/27 -
9th Meeting
2005/11/08
Select Year
- 2024
- 2023
- 2022
- 2021
- 2020
- 2019
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Board Performance Evaluation Report for 2024
2025/01/22
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Board Performance Evaluation Report for 2023
2024/01/26
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Board Performance Evaluation Report for 2022
2023/04/21
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Board Performance Evaluation Report for 2021
2022/02/23
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Board Performance Evaluation Report for 2020
2021/03/03
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Board Performance Evaluation Report for 2019
2020/04/27
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The Continuing Education and Regular Training of the Board of Directors
2024/04/18