2020-12-03

Board Diversity Policy and Independence Status

  1. Board Diversity Policy Management Objectives and Achievement Status

    The Company has stipulated within its Code of Practice that the composition of the Board of Directors should be implemented in accordance with a diversity policy. Furthermore, all directors of the Company are managers with many years of practical business experience, possessing the knowledge, skills and qualities necessary to perform their duties.

    The Company's diversity policy and specific management objectives, along with their achievement status, are as follows:

    Management ObjectivesAchievement 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:

    1. Explanation of Reasons: Pursuant to the Articles of Association, the Company has established nine director positions. 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, the proportion of directors of either gender still falls below one-third.
    2. Measures to be adopted: Prior to the expiry of the current Board term and subsequent re-election, solicit talent recommendations from multiple channels including industry and academia. 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 in 2024 is as follows:

    Diversified Core Chairman's Name
    Basic compositionIndustry ExperienceProfessional capabilities
    NationalitygenderHave employee statusageTerm of office of independent directorsMetal and machineryInformation & TechnologyInvestment businessPeople's Livelihood Consumption and CateringSports and RecreationQptical ManufacturingArchitecture and EngineeringtransportationFinancial SecuritiestradingRisk ManagementAccountinglawSustainable Development
    40-50 years51-60 years61-70 yearsaged 70 or overLess than three years6–9 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-Yi 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.