【Board Diversity and Independence】

Specific management objectives of the board-member diversity policy and their achievement

  1. Board-member diversity policy:
    1. Under the Company's Corporate Governance Best Practice Principles, the composition of the board of directors should take diversity into account, and an appropriate diversity policy should be formulated in light of the Company's own operations, business model and development needs, covering standards including but not limited to the following two dimensions:
      1. Basic attributes and values: gender, age, nationality, culture, etc.
      2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
    2. Board members should generally possess the knowledge, skills and competence necessary to perform their duties. To achieve the ideal goal of corporate governance, the board as a whole should possess the following capabilities:
      1. Business judgment.
      2. Accounting and financial analysis.
      3. Business management.
      4. Crisis management.
      5. Industry knowledge.
      6. International market perspective.
      7. Leadership.
      8. Decision-making.
  2. Specific management objectives for board diversity:

    The Company's board of directors should guide corporate strategy, supervise management, and be accountable to the Company and its shareholders. The Company's corporate-governance arrangements should ensure that the board exercises its powers in accordance with laws and regulations, the Company's articles of association, and resolutions of the shareholders' meeting. The specific management objectives are as follows:

    1. The board values gender equality among its members; the board should include at least one female director.
    2. The board emphasizes business judgment, business management and crisis-management capability; at least two-thirds of the directors should possess these core competencies.
    3. Independent directors may not serve more than three consecutive terms, in order to preserve their independence.
    4. Directors who are concurrently employees of the Company or its parent, subsidiary or sibling companies should number no more than one-third of the board seats, for supervisory purposes.

Diversity item

Director

Basic composition

Industry experience and professional competence

Nationality

Gender

Age

Concurrently an employee

Business management

International markets

Industry knowledge

Marketing

Environment and green energy

Finance and accounting

Law

Risk management

Tsai, Ching-Tung

R.O.C.

Male

61-70

V

V

V

V

V

V

Richard International Co., Ltd. Representative: Tsai, Yi-Ting

R.O.C.

Male

31-40

V

V

V

V

V

Tsai, Hung-Chuan

R.O.C.

Male

41-50

V

V

V

V

V

V

Tong One Holdings Limited Representative: Ko, Wen-Ling

R.O.C.

Female

51-60

V

V

V

V

V

V

Tong One Holdings Limited Representative: Tsai, Cheng-Hsiung

R.O.C.

Male

71-80

V

V

V

V

V

V

Ko, Yung-Hsiang

R.O.C.

Male

61-70

V

V

V

V

V

V

Yang, Po-Min

R.O.C.

Male

41-50

V

V

V

V

V

Chen, Yung-Lung

R.O.C.

Male

51-60

V

V

V

V

V

V

Tsai, Tsai-wei

R.O.C.

Female

41-50

V

V

V

V

V

V

  1. Achievement of the board diversity policy:

    All of the Company's directors possess the knowledge, skills and competence necessary to perform their duties, including industry decision-making and management capability. The Company also continues to arrange a diverse range of continuing-education courses for its directors to improve the quality of their decision-making, help them fulfil their supervisory responsibilities, and strengthen the functioning of the board.

    The current board has nine members, including four independent directors — 44.44% of the seats — to ensure the board's independence; three members — 33.33% — are concurrently employees.

    The board members have extensive management experience and complementary professional backgrounds, with the professional knowledge, skills and competence required for their duties. In each of the eight core competency areas, at least one-third of the members are proficient, and in the three core areas the Company emphasizes — business judgment, business management and crisis management — more than 80% of the members are proficient.