Diversity of membership
Board Diversity Policy and Independence Status
(1) Board Diversity Policy Management Objectives and Achievement Status
The Company has established within its Code of Practice that the composition of the Board of Directors should be implemented in accordance with a diversity policy. All directors of the Company are managers with extensive practical business experience, possessing the knowledge, skills and qualities necessary to perform their duties. The Company's diversity policy, specific management objectives and their achievement status are as follows:
| Management Objectives | Achievement Status |
|---|---|
| At least one-third of the directors shall possess expertise in the computer industry, marketing, or technology. | Achieved |
| At least one-third of the independent directors shall possess expertise in law, finance and accounting, or technology. | Achieved |
| Directors who also serve as company managers should not exceed one-third of the total number of directors. | Achieved |
| No independent director has served for more than three consecutive terms. | Achieved |
The Company has established nine directorships in accordance with its Articles of Association. The current directors were elected at the shareholders' meeting held on 30 June 2023, including three independent directors (comprising one-third of the directorships). Members possess extensive experience and expertise in operational management, industry knowledge, financial accounting, corporate governance, and sustainable development. Where the proportion of directors of either gender on the Company's Board of Directors falls below one-third, the reasons shall be stated along with measures planned to enhance gender diversity among directors:
- I. Explanation of Reasons: The Company has established nine director positions in accordance with its Articles of Association. The current directors were elected at the shareholders' meeting held on 27 June 2023. Although their appointment complied with the relevant statutory provisions at that time, there remains a situation where the number of directors of either gender does not reach one-third of the total director positions.
- II. Measures to be Adopted: Prior to the expiry of the current Board term and subsequent re-election, solicit talent recommendations through multiple channels including industry and academic institutions. This aims to enhance corporate governance effectiveness and implement the Board diversity policy, thereby achieving the target of one-third female directors.
The implementation of board member diversity at our company for the year 2025 is as follows:
|
Diversified Core Chairman's Name
| Basic composition | Industry Experience | Professional capabilities | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | gender | Have employee status | age | Term of office of independent directors | Metal and machinery | Information & Technology | Investment business | People's Livelihood Consumption and Catering | Sports and Recreation | Qptical Manufacturing | Architecture and Engineering | transportation | Financial Securities | trading | Risk Management | Accounting | law | Sustainable Development | |||||
| 40-50 years | 51-60 years | 61-70 years | aged 70 or over | Less than three years | 6–9 years | ||||||||||||||||||
| Hu, Shiang-Chi | Taiwan | male | ✔ | - | - | ✔ | - | - | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | - | - | ○ | ✔ | ✔ | ○ | ○ | ○ |
| Tong, Chun-Jen | Taiwan | male | - | - | - | ✔ | - | - | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | - | - | ○ | ✔ | ✔ | ○ | ○ | ✔ |
| Tong, Chun-Yi | Taiwan | male | - | ✔ | - | - | - | - | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | - | - | ○ | ✔ | ✔ | ○ | ○ | - |
| Obara Masami | Japan | male | ✔ | - | - | ✔ | - | - | - | ✔ | ✔ | ✔ | - | - | - | - | - | - | ○ | ✔ | ○ | ○ | - |
| Yuya Takahashi | Japan | male | - | ✔ | - | - | - | - | - | - | - | - | ○ | - | - | - | - | - | ✔ | ✔ | - | - | - |
| Sugiyama Shimpei | Japan | male | - | - | ✔ | - | - | - | - | - | - | - | ✔ | - | - | - | - | ✔ | ✔ | ✔ | - | - | - |
| Chen Wei-Yu | Taiwan | male | - | - | - | ✔ | - | - | ✔ | - | - | - | - | - | - | - | - | ○ | - | ✔ | ✔ | ○ | ○ |
| Lin Tian-Shiou | Taiwan | male | - | - | - | - | ✔ | - | ✔ | - | - | - | - | - | - | - | ✔ | - | ✔ | ✔ | ○ | ○ | ○ |
| Chen, Che-Sheng | Taiwan | male | - | - | ✔ | - | - | - | ✔ | ✔ | - | - | - | - | - | ✔ | - | - | ○ | ✔ | ○ | ○ | ○ |
Note: ✔ means able, ○ means partially able.
(2) Board of Directors Independence
The Company's second Board of Directors comprises nine members, including six non-independent directors (67%) and three independent directors (33%). Collectively, they possess capabilities in business judgement, leadership decision-making, operational management, international market perspective, and crisis management, alongside industry experience and expertise in sustainable development. Among them, Director Tong, Chun-Jen holds the Corporate Sustainability Management Professional certification from the Taiwan Sustainable Energy Research Foundation. Independent Director Mr Chen Wei-Yu possesses a certified public accountant licence with practical professional and management experience. Independent Director Mr Lin Tian-Shiou previously served as Chief Executive Officer of China-Philippines Freight Forwarding, bringing multinational management experience and expertise in international transport and logistics. Independent Director Mr Chen, Che-Sheng holds a PhD and Master's in Materials Science from the University of Tokyo, Japan, and an MBA in Industrial Management from Stanford University, USA, with practical management expertise in the industrial sector. All three independent directors are currently serving their second term and are of Taiwanese nationality. Among all directors, only Mr Tong, Chun-Jen and Mr Tong, Chun-Jen are brothers. No other directors share spousal relationships or kinship within the second degree of consanguinity. Consequently, no circumstances described in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act apply.
