2020-12-02

The Company’s third Board of Directors comprises nine directors, three of whom are independent directors. From the 2025 financial year up to the date of publication of the annual report, the Company’s Board of Directors held 10 meetings. The attendance records of the Company’s directors are as follows:

Job titleNameNumber of actual attendances (B)Number of times attended by proxyActual attendance rate [B/A] (%)Notes
Chairman Abico Avy Co., Ltd.
Representative: Hu, Shiang-Chi
10 0 100  
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Jen
10 0 100  
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Yi
10 0 100  
Director Abico Avy Co., Ltd.
Representative:Obara Masami
9 1 90  
Director YUYA TAKAHASHI 10 0 100  
Director SHIMPEI SUGIYAMA 10 0 100  
Independent Director Chen Wei-Yu 10 0 100  
Independent Director Lin, Tien- Sung 10 0 100  
Independent Director Chen Che-Sheng 10 0 100  

Other matters to be recorded:

  1. I. Where any of the following circumstances arise in the operation of the Board of Directors, the following details shall be provided: the date and session number of the Board meeting, the content of the motion, the views of all independent directors, and the Company’s response to the independent directors’ views:
    Matters listed in Article 14-3 of the Securities and Exchange Act: The Company appointed independent directors by way of a written resolution of the shareholders on 20 March 2020 and established an Audit Committee at the same time; therefore, the provisions of Article 14-3 of the Securities and Exchange Act do not apply. For details regarding the matters listed in Article 14-5 of the Securities and Exchange Act, please refer to the section on the operation of the Audit Committee.
    Apart from the matters set out above, there were no other resolutions passed at board meetings to which independent directors objected or expressed reservations, and which were recorded or the subject of a written statement: no such instances occurred.
  2. II. A report on the implementation of directors’ recusal from votes on proposals involving conflicts of interest shall specify the directors’ names, the content of the proposals, the reasons for recusal, and their voting records.
    Date/Session of the Board MeetingNames of DirectorsContent of the motionGrounds for recusal on the basis of a conflict of interestVoting patterns
    2025.01.14
    The 13th Session of the Third
    Hu Shiang-Chi Proposed Scheme for the Payment of End-of-Year Bonuses to Managers for the 2024 Financial Year Self-interest – acting as a manager The director in question was absent during the vote; following consultation by the acting chairman, Mr Lin, Tien-Sung, the remaining directors present approved the motion without objection.
    2025.09.23
    The 17th Meeting of the Third Session
    Hu Shiang-Chi and Obara Masami Proposed Remuneration Package for Managers for the 2024 Financial Year. Self-interest – acting as a manager The director in question was absent during the vote; following consultation by the acting chairman, Mr Lin, Tien-Sung, the remaining directors present approved the motion without objection.
    2026.01.28
    The 20th Session of the Third
    Hu Shiang-Chi Proposal for the Payment of End-of-Year Bonuses to Managers for the 2025 Financial Year Self-interest – acting as a manager The director in question was absent during the vote; following consultation by the acting chairman, Mr Lin, Tien-Sung, the remaining directors present approved the motion without objection.
  3. III.Board evaluation of implementation:
    Assessment cycleAssessment periodScope of the assessmentAssessment MethodsAssessment Content
    Carried out once a year 2025/01/01
    ~2025/12/31
    Board Performance Assessment Internal Self-Assessment by Board Members A. Level of involvement in the company’s operations
    B. Improving the quality of the Board’s decision-making
    C. Composition and structure of the Board
    D. Appointment and continuing professional development of directors
    E. Internal controls
    F. Other matters
    Carried out once a year 2025/01/01
    ~2025/12/31
    Performance Appraisal of Individual Directors Directors’ Self-Assessment A. Understanding the company’s objectives and tasks
    B. Awareness of directors’ duties
    C. Level of involvement in the company’s operations
    D. Managing internal relationships and communication
    E. Directors’ professional expertise and continuing professional development
    F. Internal controls
    G. Other items
    Carried out once a year 2025/01/01
    ~2025/12/31
    Performance Assessment of Functional Committees (Audit Committee, Remuneration Committee and Sustainability Committee) Self-assessment by Committee Members A. Level of involvement in the company’s operations
    B. Understanding of the functions of functional committees
    C. Improving the quality of decision-making by functional committees
    D. Composition of functional committees and the appointment of members
    E. Internal control
    F. Other items
    Conducted once every three years 2022/08/01
    ~2023/07/31
    Board Performance Assessment Chinese Corporate Governance Association (CCGA) A. Composition of the Board of Directors.
    B. Guidance provided by the Board of Directors.
    C. Delegation of authority by the Board of Directors.
    D. Oversight by the Board of Directors.
    E. Communication within the Board of Directors.
    F. Internal control and risk management.
    G. Self-regulation by the Board of Directors.
    H. Other matters, such as Board meetings and support systems.
  4. IV. Assessment of the objectives and implementation status regarding the enhancement of the Board’s functions for the current and most recent financial years:

    (1) The Company convenes a board meeting at least once every quarter to review the Company’s operational performance and discuss key operational strategies. A total of seven board meetings were held in the 2025 financial year, with an overall attendance rate of 99 per cent amongst directors.
    (2) The Company has established an Audit Committee and a Remuneration Committee, and, following a resolution passed by the Board of Directors on 8 May 2024, has established a Sustainability Committee.
    (3) When the Company’s Board of Directors convenes, the Company’s auditors and heads of each department are required to attend the meeting to report to the directors and independent directors on the status of the audit of the financial statements, the Company’s recent financial, operational and research and development performance, its sustainability initiatives, and the results of internal audits, thereby ensuring that the directors are provided with the most comprehensive and detailed information.
    (4) The Company has appointed a designated officer to be responsible for the disclosure of information on the Company’s website and the Public Information Observation Station, and has established the ‘Operational Procedures for the Handling of Material Internal Information and the Prevention of Insider Dealing’ and the ‘Regulations on the Reporting of Material Unforeseen Events’ to enhance the transparency of information disclosure.
    (5) To strengthen corporate governance, the Company’s Board of Directors has adopted the ‘Code of Corporate Governance Practice’, the ‘Code of Ethical Business Conduct’, the ‘Operational Procedures and Guidelines for Ethical Business Conduct’, the ‘Code of Sustainable Development Practice’, the ‘Standards of Ethical Conduct’, the ‘Risk Management Policy’, the ‘Standard Operating Procedures for Handling Directors’ Requests’ and the ‘Guidelines for the Implementation of Directors’ Continuing Professional Development’. The Company will continue to revise other relevant regulations to uphold the highest principles of corporate governance.
    (6) In order to implement corporate governance, enhance the effectiveness of the Board of Directors and improve the efficiency of its operations, the Company’s Board of Directors has resolved to adopt the ‘Board of Directors Performance Assessment Regulations’, under which an internal assessment of the performance of the Board of Directors, its members and the various functional committees will be conducted once a year. The results of the 2025 assessment were submitted to the Board of Directors on 28 January 2026; In 2023, the “Chinese Corporate Governance Association” was commissioned to conduct an external performance assessment of the Board covering the period from 1 August 2022 to 31 July 112. The assessment results and improvement plan were submitted to the Board meeting on 16 January 2024 and disclosed on the Company’s website.