Board Diversity

Board of Directors Board Diversity Board Performance Evaluation Operations


The 19th Board of Directors of the Company consists of 9 directors (including 4 independent directors). Among them, 3 directors are aged between 31 and 50, and 6 directors are over 51 years old. The board includes 1 female director.

The election of the Company's directors follows the candidate nomination system as stipulated in Article 192-1 of the Company Act, with directors being elected by the shareholders' meeting from the list of director candidates. The Board of Directors meets at least once every quarter, but may convene at any time in case of emergencies.

(1)
Diversity Policy:
The Company's Board of Directors adheres to a diversity policy. In addition to possessing the necessary knowledge and skills for their positions, the directors have diverse professional backgrounds in various industries (including finance, commerce, banking, investment and mergers, risk management, marketing, accounting, and financial operations management). Several directors also serve as chairpersons or directors of publicly listed companies. The directors' extensive academic knowledge, personal insights, and business judgment, along with their leadership and decision-making abilities, are highly valued by the Company. The overall capabilities required of the Board include:
- Operational judgment
- Accounting and financial analysis
- Management skills (including subsidiary management)
- Crisis management
- Industry knowledge
- International market perspective
- Leadership
- Decision-making
- Risk management knowledge and skills

The 19th Board of Directors emphasizes diversity, comprising elites from both industry and academia with expertise in finance, commerce, banking, investment and mergers, risk management, and operations management. Professional skills include management, international markets, risk management, accounting and financial analysis, law, and ESG. Notable members include: Directors with extensive industry knowledge: Kung-Yi, Koo, Nan-Chou, Lin, Chi-Wen, Chang, Liang, Chang, Yen-Wei, Ding，Directors with financial and accounting experience: Guo-Hong, Yeh , Tzu-Nan, Chia，Directors with management and ESG expertise: Feng-Ping Liu，Directors with management and legal expertise: Yu-Chieh, Hsiao。

The diversity of the board members allows for professional opinions from different perspectives, significantly enhancing the Company's operational performance and management efficiency. The Company continuously arranges diverse training programs for board members to improve their decision-making quality and supervisory capabilities, thereby strengthening the board's functions. The Company values gender equality in the composition of the board and prioritizes the inclusion of female directors. The current board includes 1 female director.
(2)
Specific Management Goals:
The Board of Directors guides the Company's strategy, supervises the management team, and is accountable to the Company and its shareholders. The governance system and arrangements ensure that the Board exercises its powers in accordance with laws, the Company's articles of association, or shareholders' resolutions. The Company also emphasizes gender equality in the board's composition and aims to increase the number of female directors to more than one seat to achieve gender diversity.
(3)
Meetings:
The 18th Board of Directors held 20 meetings from July 7, 2021, to December 31, 2023, with a 96% attendance rate. The 19th Board of Directors held 5 meetings by December 31, 2023, with a 96% attendance rate. During these meetings, directors listened to reports from the management team, provided guidance and suggestions, and maintained good communication with the management team to maximize shareholder value.
(4)
Independence:
The current Board of Directors consists of 9 members, including 4 independent directors, accounting for 44% of the board. Directors who are employees account for 11%, and female directors account for 11%. As of the end of 2023, all independent directors comply with the regulations of the Financial Supervisory Commission's Securities and Futures Bureau regarding independent directors. There are no circumstances as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act among the directors and independent directors, ensuring the independence of the Company's Board of Directors.


Core Competencies of Directors

Title Directors Date of Election Nationality Gender Terms of
independent
director		 Age Industry experience Professional capabilities
Less than 3 3-9 years Over 9 31-50/td> 51-70 Over 71 Finance Commerce Banking M&A Risk
management		 Operational Business
management		 Global market
perspective		 Risk
management		 Accounting and
financial analysis		 ESG
Chairman Kung-Yi, Koo May 28,
2024		 ROC Male - ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
Director Guo-Hong, Yeh ROC Male - ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
Director Feng-Ping, Liu ROC Female - ○ ○ ○ ○ ○ ○ ○
Director Chi-Wen, Chang ROC Male - ○ ○ ○ ○ ○ ○ ○ ○
Director Nan-Chou, Lin ROC Male - ○ ○ ○ ○ ○ ○ ○ ○
Independent
Director		 Tzu-Nan, Chia ROC Male ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
Independent
Director		 Liang, Chang ROC Male ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
Independent
Director		 Yen-Wei, Ding ROC Male ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○
Independent
Director		 Yu-Chieh, Hsiao ROC Male ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Ratio of directors who are also employees of the Company 1/9 (11%)
Ratio of independent directors 4/9 (44%)
Ratio of female directors 1/9 (11%)