Board Performance Evaluation

Board of Directors Board Diversity Board Performance Evaluation Operations


To implement corporate governance and enhance the functionality of the Board of Directors, the company established the "Board Performance Evaluation Measures" on March 28, 2018. The evaluation is conducted annually, covering the overall board and individual board members.

The structure of the company's Board of Directors is determined based on the scale of the company's business development and the shareholding situation of major shareholders, in accordance with practical operational needs, laws, and the company's articles of association to decide the appropriate number of board seats. The board members emphasize diversity and possess the knowledge, skills, and various professional backgrounds required for their positions, which are beneficial to the company's overall development and operations. Individual directors implement the board's diversity policy. To promote the sustainable operation and integrity of the corporate group and to establish performance goals to strengthen the board's operations, the company conducts annual performance evaluations of individual directors, reports to the board, and discloses the results on the company's website.

The execution of the company's board performance evaluation should be conducted by an external professional independent organization or a team of external experts and scholars at least once every three years. The results of the internal and external board performance evaluations should be completed by the end of the first quarter of the following year. Additionally, the company and its subsidiaries purchase "Directors and Officers Liability Insurance" to cover the compensation responsibilities that directors, supervisors, and key officers are legally obligated to bear during their tenure. The policy content is reviewed annually to reduce the risks borne by directors, supervisors, key officers, and the company, thereby establishing a sound corporate governance mechanism. To enhance and strengthen corporate governance, the company has engaged external professional independent organizations to assist in conducting board performance evaluations annually, and the results are reported to the board the following year.


Internal Evaluation

The performance evaluation of the company's board of directors and functional committees encompasses the following five major aspects:
  1. Participation in the company's operations.
  2. Enhancement of the quality of board decisions.
  3. Composition and structure of the board.
  4. Selection and continuous education of directors.
  5. Internal control.

The performance evaluation of board members (self or peer evaluation) should include at least the following six major aspects:
  1. Understanding of the company's goals and missions.
  2. Awareness of directors' responsibilities.
  3. Participation in the company's operations.
  4. Management and communication of internal relationships.
  5. Professionalism and continuous education of directors.
  6. Internal control.

Evaluation Year Evaluation Results Evaluation Period Date of Board Meeting Submission
2018 The directors of our company actively participate in board meetings, providing numerous professional opinions and maintaining good interactions with the management team. They promptly communicate with the management team whenever there are any questions or ideas, making significant contributions to the company. 2018.01.01~2018.12.31 2019.03.22
2019 The directors of our company actively participate in board meetings, providing numerous professional opinions and maintaining good interactions with the management team. They promptly communicate with the management team whenever there are any questions or ideas, making significant contributions to the company. 2019.01.01~2019.12.31 2020.03.20
2020 The directors of our company actively participate in board meetings, providing numerous professional opinions and maintaining good interactions with the management team. They promptly communicate with the management team whenever there are any questions or ideas, making significant contributions to the company. 2020.01.01~2020.12.31 2021.03.18
2021 Regardless of being in the country or overseas, the directors of our company always make time to participate in board meetings. They provide a lot of professional advice during the meetings and interact well with the management team. They are always in contact with the management team whenever there are any issues or ideas, making significant contributions to the company. Their overall performance is outstanding. 2021.01.01~2021.12.31 2022.02.25
2022
The performance evaluation results of the Board of Directors for the year 2022 are as follows:
  • The overall average score for the self-assessment of the Board of Directors is approximately 5 out of 5.
  • The overall average score for the self-assessment of the board members is 5 out of 5.
The overall performance evaluation result of the Board of Directors is excellent.

The performance evaluation results of the functional committees for the year 2022 are as follows:
  • The overall average score for the self-assessment of the Audit Committee is 5.
  • The overall average score for the self-assessment of the Compensation Committee is 5.
 2022.01.01~2022.12.31 2023.02.23
2023
The performance evaluation results of the Board of Directors for the year 2023 are as follows:
  • The overall average score for the self-assessment of the Board of Directors is approximately 4.9 out of 5.
  • The overall average score for the self-assessment of the board members is 4.9 out of 5.
The overall performance evaluation result of the Board of Directors is excellent.

The performance evaluation results of the functional committees for the year 2023 are as follows:
  • The overall average score for the self-assessment of the Audit Committee is 4.9.
  • The overall average score for the self-assessment of the Compensation Committee is 4.9.

The evaluation results of the Corporate Sustainability Committee:
  • 因As the committee was established by the resolution of the Board of Directors on December 20, 2023, and held its first meeting on December 20, 2023, to elect the chairman, this self-assessment is not applicable.
 2023.01.01~2023.12.31 2024.02.26

External Evaluation

The company's evaluation method combines data analysis and questionnaires, and based on the evaluation results, a performance evaluation report is issued.

The external expert evaluation includes nine major aspects:
  1. Constructing an effective board of directors
  2. Effective operation of the board
  3. Professional development and training
  4. Corporate foresight
  5. Fulfillment of duties
  6. Management of the executive team
  7. Creation of company culture
  8. Communication with stakeholders
  9. Performance evaluation

The evaluation of board members includes six major aspects:
  1. Understanding of company goals and missions
  2. Awareness of board responsibilities
  3. Professional development and training
  4. Fulfillment of duties
  5. Level of participation in company operations
  6. Management and communication of internal relationships

Evaluation Year Evaluation Unit Evaluation Results Evaluation Period Date of Board Meeting Submission
2020

KPMG Advisory Services Co., Ltd.

The institution maintains independence: KPMG Advisory Services Co., Ltd. is an independent and professional institution specializing in corporate governance evaluations and board performance assessments. The institution and its evaluation committee members have no business dealings with our company, ensuring their independence.

Our company's evaluation method involves questionnaires, data analysis, and interviews. Based on the evaluation results, a performance assessment report is issued.
External Expert Recommendations:
There is still room for optimization in constructing an effective board and ensuring the efficient operation of the board within the nine evaluation dimensions of the board.

Suggestions for Improvement/Improvement Implementation:
  • External Evaluation Suggestion: Important tasks such as succession planning, intellectual property rights, or trade secret protection should be included in the annual agenda of the board to more prudently ensure the fulfillment of the board's responsibilities.
  • Improvement Implementation:
    • The company has already included the succession plan on the official website and has reported on intellectual property rights and trade secrets in the board meetings.
    • Other suggestions will be incorporated into future improvement plans.
 2020.01.01~2020.12.31 2021.03.18
2022

KPMG Advisory Services Co., Ltd.

The institution maintains independence: KPMG Advisory Services Co., Ltd. is an independent and professional institution specializing in corporate governance evaluations and board performance assessments. The institution and its evaluation committee members have no business dealings with our company, ensuring their independence.

Our company's evaluation method involves questionnaires, data analysis, and interviews. Based on the evaluation results, a performance assessment report is issued.
External Expert Recommendations:
There is still room for optimization in constructing an effective board and ensuring its efficient operation among the nine evaluation aspects of the board.

Recommendations for Improvement/Improvement Implementation:
  • External Evaluation Recommendations:
    • Consider increasing the number of female directors in future board elections.
    • Plan and establish risk management-related policies and operational procedures, conduct regular risk assessments, and plan annual risk supervision priorities. Ensure these are included in the regular supervision items of the audit committee. The implementation of the aforementioned risk management should be reported to the board of directors annually.
  • Improvement Implementation:
    • Our company will include these recommendations in future improvement plans.
 2022.01.01~2022.12.31 2023.02.23
2023

The company's 2023 Board of Directors evaluation and self-evaluation have been entrusted to an external professional independent organization, KPMG Advisory Services Co., Ltd., to conduct the performance evaluation of the company's Board of Directors by the end of 2023.

This organization is independent: KPMG Advisory Services Co., Ltd. is an independent and professional institution specializing in corporate governance evaluation and Board of Directors performance assessment. The organization and its evaluation committee have no business dealings with the company, ensuring their independence.

The evaluation method employed by the company includes questionnaires, data analysis, and interviews. Based on the evaluation results, a performance evaluation report is issued.
KPMG ADVISORY SERVICES CO., LTD. issued a performance evaluation report on the company's board of directors on January 31, 2024, with an overall assessment result of "Excellent."
External experts, after evaluation, believe that the company's board of directors has established relevant policies and procedures in accordance with relevant laws and domestic corporate governance indicators. The company's board of directors is composed of directors with relevant expertise and capabilities, and tasks are appropriately allocated based on their experience to effectively operate the board and functional committees. The overall evaluation result is excellent.

  • External experts' recommendations:
    • Consider increasing the number of female directors in future board elections.
  • Company's improvement actions:
    • The company has fully re-elected its board of directors on May 28, 2024, and one female director has been elected.
 2024.01.01~2024.12.31 2024.02.26