The Company shall have five to nine directors for a term of three years. The candidates' nomination system is adopted by the Company, the directors shall be elected by shareholders' meeting from the roster of candidates, and he/she may be eligible for re-election. The number of directors shall be decided by the board of directors.
The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the Company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its Articles of Incorporation, and the resolutions of its shareholders meetings as to set up a sound corporate governance system and be committed to protect the interests of stakeholders, and take the sustainable development as the guideline of the operation.
The names, academic backgrounds and experiences of the nominated director candidates are listed below:
To strengthen corporate governance and promote the sound development of the Board of Directors’ composition and structure, the Company’s policy on diversity of board members per Article 20, Paragraph 3 of its Corporate Governance Best Practice Principles indicates that: the composition of the board of directors shall be determined by considering diversity.
that appropriate guidelines on diversity based on the Company's business operations, operating dynamics and development requirements shall be formulated, including but not limited to, the following two aspects of standards:
(1) Basic requirements and values: Gender, age, nationality, and culture.
(2) Professional knowledge and skills: A professional background (e.g.,law, accounting, industry, finance, marketing, technology,) professional skills and industry experience.
The Company’s current Board of Directors consists of 9 Directors, including 4 Non-independent Directors and 5 Independent Directors. All members possess knowledge of finance, business and industry; an international market perspective; and professional ability to lead, make an operating judgment, manage the business and do crisis management.
There are not any matters specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act. Directors who are also employees of the Company account for 22.22% of the Board; independent Directors account for 55.56 %; Female Directors account for 11.11%. The tenure of 4 independent directors is less than 3 years, the tenure of 1 independent director is more than 9 years, 1 director is 40-49 years old, 4 directors are aged 50-59, 3 directors are aged 60-69 and 1 director is aged 70-79. Implementation of the diversity of the Board members is as follows:
| Criteria | |
|---|---|
| Criteria | Operational Judgments |
| Criteria | Management Administration |
| Criteria | Accounting & Financial analysis |
| Criteria | Business & Economics |
| Criteria | Crisis Management |
| Criteria | Knowledge of the industry |
| Criteria | International market perspective |
| Criteria | Ability to lead and to make policy decisions |
| Criteria | |
|---|---|
| Criteria | Under 3 years |
| Criteria | 4-9 year |
| Criteria | 9 years or more |
