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Introduction

The Company has established 7 seats of Directors for its Board in accordance with the Articles of Incorporation of which 4 seats were reserved for Independent Directors with tenure of 3 years, for Board independence. The candidate nomination system was adopted for the election of the Directors and the candidates on the list will be elected by the Shareholders Meeting to the seats. Directors may assume a new term of office if reelected. The Company has taken liability insurance for the protection of the Directors within the scope of their assigned duties.
The new directors was elected in June 2023 by the Shareholders Meeting and the term of office started on 2023-06-09 and expires on 2026-06-08. Directors who are also employees accounted for 14% while Independent Directors accounted for 57% of the total seats of Directors. Three of the Independent Directors have seniority of service of less than 3 years and 1 has been in office for 3 to 6 years. One Director is at the age of over 60 and 5 Directors are at the age of 50 to 59. One Directors are at the age of under 50. There are 2 female Directors accounted for 29% of the total seats fo Directors.
According to the “Regulations Governing the Evaluation of the Board”, the Board has completed the evaluation of the Board, Directors and the members of the functional committees of 2022 in February 2023. The self-assessment questionnaires completed by directors and committee members indicated that the self-evaluation result of the board of directors, board members, Auditing Committee, and Remuneration Committee are excellent. The result has been presented at the 1st board of directors meeting session in 2023 as a reference for remuneration and nomination of candidates for continued appointment. In the future, all members of the Board will continue their education and training in order to strengthen their decision-making capacities to enhance decision-making quality and plan for the sustainable development of the Company.

Directors
Title
Name
Gender
Experiences/Education
  • Title
    Chairman
    Name
    Lee, Kuang-Yao
    Gender
    Male
    Experiences/Education
    Assistant Vice President of Hon Hai Precision Industry Co., Ltd.
    Chairman of Foxconn Technology Co., Ltd.
    MBA, Soochow University
  • Title
    Director
    Name
    Huang, Feng-An
    Gender
    Male
    Experiences/Education
    Chief of Accounting of the company
    Bachelor of Accounting, Feng Chia University
  • Title
    Director
    Name
    Huang, Ying-Shih
    Gender
    Male
    Experiences/Education
    Senior Division Chief of Hon Hai Precision Industry Co., Ltd.
    Senior AVP of EY Transaction Advisory Services Inc.
    Master of Accounting, CCU
  • Title
    Independent Director
    Auditing Committee member
    Nomination Committee member
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Auditing Committee member
    Remuneration Committee member
    Nomination Committee member
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
According to the Corporate Governance Best Practice Principles of the Company, the Board shall be capable of performing the following functions for achieving the ideal goal of corporate governance.
  • 1.Operational judgment.
  • 2.Capability for accounting and financial analysis.
  • 3.Capability for corporate management.
  • 4.Capability for crisis management.
  • 5.Industry knowledge.
  • 6.International market view.
  • 7.Leadership.
  • 8.Decision-making capability.

Further to the above capabilities, the Company has also mapped out a strategy for diversity for the members of the Board, and seeks appropriate candidates specialized in sales and marketing, production, vehicle industrial, finance and accounting, and who understand the corporate development of the Company. Gender equality will also be seriously considered to grant the opportunity for female members to participate in corporate decision-making. As such, the Company is eager in seeking for female candidates and is preparing a list of candidates suitable for the positions to present to the Shareholders for election to office.

Professional skills of Directors shown in the table below.
Director Mr. Lee Mr. Huang Mr. Huang Mr. Cheng Ms. Lin Ms. Kuo Mr. Chen
Title Chairman Director Director Independent Director Independent Director Independent Director Independent Director
Seniority of service of the Independent Director Less than 3yrs.
More than 3yrs.
The overall capacity required for Directors Operational judgment
Accounting and financial analysis
Corporate management
Crisis management
Industry knowledge
International market view
Leadership
Decision Making capability
As employee
Independence of BOD

There are four independent directors in the Company's Board of Directors, accounting for more than half, or 57%; more than 86% of directors are not also employees of the company. According to the statements of directors and the results of the Company's inspection results, there is no spousal relationship or relative within the second-degree kinship between the directors, so the Board of Directors is independent.
The Company's independent directors shall be appointed according to their declaration and the Company’s qualification checklist when they are elected. All four independent directors meet the relevant independence standards.

Independence of Independent Directors
Name
Independence Attribute
Concurrent independent director position in other publicly traded companies
  • Name
    Mr. Cheng, Wen-Jung
    Independence Attribute
    Independent Director Cheng (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.
    Concurrent independent director position in other publicly traded companies
    1
  • Name
    Ms. Lin, Jing-Wei
    Independence Attribute
    Independent Director Lin (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.
    Concurrent independent director position in other publicly traded companies
    0
  • Name
    Ms. Kuo, Ming-Yi
    Independence Attribute
    Independent Director Kuo (and her spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.
    Concurrent independent director position in other publicly traded companies
    0
  • Name
    Mr. Chen, Chih-Keng
    Independence Attribute
    Independent Director Chen (and his spouse and relatives within the second degree of kinship) has not served as a director, supervisor, or employee of the Company, related companies, or companies with specific relationships. He has not received any remuneration for his services in the last two years. Comply with the independence status required for an independent director.
    Concurrent independent director position in other publicly traded companies
    0

Evaluation of BOD Performance

The Company passed the “Regulations Governing the Evaluation of the Board” in the 3rd session of the Board in 2019, and has completed the evaluation of the Board, Directors and the members of the functional committees of 2023 in February 2024.
Based on the self-evaluation questionnaires completed by directors and committee members, the results of the self-evaluation of the Board of Directors, directors, Audit Committee, Remuneration Committee and Nomination Committee are all excellent. Moreover, the evaluation results have been reported to the first board meeting in 2024 as the reference of remuneration determination and the nomination for reappointment. In the future, all members of the Board will continue their education and training in order to strengthen their decision-making capacities to enhance decision-making quality and plan for the sustainable development of the Company.

The implementation is as follows:
Frequency of evaluation
Period for evaluation
Scope of evaluation
Method of evaluation
Content of evaluation
  • Frequency of evaluation
    Implement once per year
    Period for evaluation
    2023/1/1 ~ 2023/12/31
    Scope of evaluation
    Board of Directors
    Method of evaluation
    Self-Evaluation of the Board
    Content of evaluation
    A. Degree of participation in the operation of the Company
    B. Improving the quality of decision-making of the Board
    C. The organization and structure of the Board
    D. The election of Directors and continuing education
    E. Internal Control
    Scope of evaluation
    Directors
    Method of evaluation
    Self-Evaluation of the Directors
    Content of evaluation
    A. Mastery of the company objective and mission
    B. Understanding of the duties of Directors
    C. Degree of participation in the operation of the Company
    D. Engagement of internal relations and communication
    E. Professional standing of the Directors and continuing education
    F. Internal Control
    Scope of evaluation
    Auditing Committee
    Method of evaluation
    Self-evaluation of the committee
    Content of evaluation
    A. Degree of participation in the operation of the Company
    B. Improving the quality of decision-making of the committee
    C. Understanding of the duties of the committee
    D. The organization of the committee and the election of the committee members
    E. Internal Control
    Scope of evaluation
    Remuneration / Nomination Committee
    Method of evaluation
    Self-evaluation of the committees
    Content of evaluation
    A. Degree of participation in the operation of the Company
    B. Improving the quality of decision-making of the committee
    C. Understanding of the duties of the committee
    D. The organization of the committee and the election of the committee members
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Resolutions of BOD
Year
  • 2024
  • 2023
Date
Resolutions
  • Resolutions
    2024/11/13
    Resolutions
    1.Passed the rotation of the CPA.
    2.Passed the financial statements of Q3 2024.
    3.Passed the new internal control SOP and related procedures about sustainable information management.
    4.Passed the 2025 Audit Plan.
    5.Passed the 2025 Business Plan.
    6.Passed the disposal of Innolux owned shares in public matket.
    7.Passed the change of company registered address.
    8.Passed the ratification of bonuses for the company officers of 2023.
  • Resolutions
    2024/08/14
    Resolutions
    1.Passed the financial statements of Q2 2024.
    2.Passed the ex-dividend base date and related matters for 2024.
    3.Passed the amendment of "Evaluation procedure for the Board of Directors”.
    4.Passed the Sustainability report of 2023.
    5.Passed the motion for applying banking facilities.
    6.Passed the appointment of Fiancial Officer.
    7.Passed the appointment of Chief Internal Auditor.
  • Resolutions
    2024/05/14
    Resolutions
    1.Passed the financial statements of Q1 2024.
    2.Passed the amendment of "Regulations Governing Procedure for Board of Directors Meetings".
    3.Passed the distribution of remuneration to directors of 2023.
    4.Passed the adjustment of salary structure of the company officers.
  • Resolutions
    2024/03/13
    Resolutions
    1.Passed the financial statements of 2023.
    2.Passed the proposal for remuneration to employees and directors in 2023.
    3.Passed the proposal for distribution of earnings in 2023.
    4.Passed the proposal for distribution of cash dividend.
    5.Passed matters relating to the Annual Shareholders Meeting in 2024.
    6. Passed the Declaration of the Internal Control System in 2023.
    7.Passed the evaluation of the independence of CPAs and appointment.
    8.Passed the rules of the company officers' salaries and remuneration.
    9.Passed the ratification of bonuses for the company officers of 2023.
  • Resolutions
    2023/11/13
    Resolutions
    1.Passed the rotation of the CPA.
    2.Passed the financial statements of Q3 2023.
    3.Passed the 2024 Audit Plan.
    4.Passed the 2024 Business Plan.
    5.Passed the motion for applying banking facilities.
    6.Passed the cancellation of quthorizatioon to Director Huang, Feng-an in responsible for signing audit reports and managing daily audit operation.
  • Resolutions
    2023/08/08
    Resolutions
    1.Passed the financial statements of Q2 2023.
    2.Passed the ex-dividend base date and related matters for 2023.
    3.Passed the amendment of the “Parliamentary Procedure for the Board”.
    4.Passed the promption of VP of the Admin. Div.
    5.Passed the change of the Accounting Officer.
    6.Passed the annual salary and performance evaluation of newly prompted main managers.
  • Resolutions
    2023/06/09
    Resolutions
    1.Elected the Chairperson of the Board.
    2.Appointment of members of the Remuneration Committee.
    3.Appointment of members of the Nomination Committee.
    4.Appoingment of the General Manager.
  • Resolutions
    2023/05/09
    Resolutions
    1.Passed the financial statements of Q1 2023.
    2.Passed the institution of "Prodecure of Preparing and Verifing of Sustainability Report".
    3.Passed the amendment of “Corporate Governance Best Practice Principles”.
    4.Passed to set up a unit for Cyber Security.
  • Resolutions
    2023/04/18
    Resolutions
    1.Passed the proposal for distribution of earnings in 2022.
    2.Passed the nomination of director candidates.
    3.Passed to lift the directors’ non-competition restrictions.
  • Resolutions
    2023/03/14
    Resolutions
    1.Passed the financial statements of 2022.
    2.Passed the proposal for remuneration to employees and directors in 2022.
    3.Passed the amendment to the Company's Article of Incorporation.
    4.Passed the amendment to the Company's Rules of Procedure for Shareholders’ Meeting.
    5.Passed matters relating to the Annual Shareholders Meeting in 2023.
    6.Passed the reelection of all directors.
    7.Passed the Declaration of the Internal Control System in 2022.
    8.Passed to set up the Nomination Committee.
    9.Passed to pre-authorize that PWC Taiwan and its relative institutions to provide non audit services to the Company and its subsidiaries.
    10.Passed the evaluation of the independence of CPAs and appointment.
Continuing Education of Directors
Title
Name
Date of training
Organizer
Name of course
Hours of training
  • Title
    Chairman
    Name
    Lee, Kuang-Yao
    Date of training
    2024/12/17
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Preparation and supervision of sustainability reports
    Hours of training
    3 Hours.
  • Title
    Chairman
    Name
    Lee, Kuang-Yao
    Date of training
    2024/11/26
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Common deficiencies in financial report review and frequently asked questions about acquisition/disposal of assets
    Hours of training
    3 Hours.
  • Title
    Director
    Name
    Huang, Ying-Shih
    Date of training
    2024/11/22
    Organizer
    Corporate Operating and Sustainable Development Association
    Name of course
    Corporate Governance and Securities Regulations-Executives of the listed companies with the understanding of supervision from governmental authority
    Hours of training
    3 Hours.
  • Title
    Director
    Name
    Huang, Ying-Shih
    Date of training
    2024/11/22
    Organizer
    Corporate Operating and Sustainable Development Association
    Name of course
    Discussion of Taiwanese Firms' operating and M&A strategy from the perspective of global political and economic situation
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2024/09/19
    Organizer
    CPA Associations R.O.C.(Taiwan)
    Name of course
    Verification of financial assets
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2024/07/19
    Organizer
    CPA Associations R.O.C.(Taiwan)
    Name of course
    Understand the carbon rights trading mechanism
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Date of training
    2024/06/18
    Organizer
    CPA Associations R.O.C.(Taiwan)
    Name of course
    International Development Trends and Practices of Money Laundering Prevention and Control
    Hours of training
    3 Hours.
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Date of training
    2024/07/26; 08/01
    Organizer
    Taiwan Institute of Sustainable Energy
    Name of course
    Sustainable Elite Chain Tempering Course: Understand international standards and seize sustainable opportunities
    Hours of training
    12 Hours.
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Date of training
    2024/07/26
    Organizer
    Taiwan Institute of Sustainable Energy
    Name of course
    Sustainable Elite Chain Tempering Course: Understand international standards and seize sustainable opportunities
    Hours of training
    6 Hours.
  • Title
    Director
    Name
    Huang, Feng-An
    Date of training
    2024/08/12
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Corporate fraud investigation practice and case analysis
    Hours of training
    6 Hours
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Date of training
    2024/07/03
    Organizer
    Cathay Fincial Holdings and TWSE
    Name of course
    2024 Cathay Sustainable Finance and Climate Change Summit
    Hours of training
    6 Hours
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Date of training
    2024/03/22
    Organizer
    Securities and Futures Institute
    Name of course
    Improving corporate employees’ personal financial management and life happiness with financial management methods that everyone can do
    Hours of training
    3 Hours
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Date of training
    2024/03/20
    Organizer
    Securities and Futures Institute
    Name of course
    Transformation opportunities and challenges for Taiwan’s industries under geopolitics-PMI/NMI analysis.
    Hours of training
    3 Hours
Continuing Education of CCGO
Title
Name
Date of training
Organizer
Name of course
Hours of training
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2024/04/23
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    Practical analysis of the latest "annual report preparation" related ESG sustainability policies and laws and the impact of net-zero carbon emissions on financial statements
    Hours of training
    6 Hours
  • Title
    Corporate Governance Manager
    Name
    Tai, Chih-Hao
    Date of training
    2024/03/15
    Organizer
    ROC Accounting Research and Development Institute
    Name of course
    How to Apply "Robotic Process Automation" (RPA) to Improve Internal Control Effectiveness Professional Training Course (Audit Category)
    Hours of training
    6 Hours