Diversity of membership
Board Diversity Policy and Independence Status
(1) Management Objectives and Progress towards Achieving the Board Diversity Policy
The Company has stipulated in its Code of Practice that the composition of the Board of Directors should be guided by a policy of diversity. Furthermore, all of the Company’s directors are executives with many years of practical business experience and possess the knowledge, skills and qualities necessary to perform their duties. The Company’s diversity policy, specific management objectives and progress towards achieving them are as follows:
| Management Objectives | Achievement Status |
|---|---|
| At least one-third of the board seats must be held by individuals with expertise in the computer industry, marketing or technology | Achieved |
| At least one-third of the seats on the board of independent directors must be held by individuals with expertise in law, finance and accounting, or technology | Achieved |
| The number of directors who also serve as company managers should not exceed one-third of the total number of directors. | Achieved |
| There have been no instances of an independent director serving for more than three consecutive terms. | Achieved |
In accordance with the Articles of Association, the Company has established a Board of Directors comprising nine members. The current Board was elected at the General Meeting of Shareholders held on 26 June 115.6, and includes three independent directors (representing one-third of the total number of directors). The members possess extensive experience and expertise in areas such as business management, industry knowledge, financial accounting, corporate governance and sustainable development. If the number of directors of either gender on the Company’s Board of Directors falls short of one-third, please state the reasons and outline the measures planned to enhance gender diversity on the Board:
- I. Explanation of the reasons: In accordance with the Articles of Association, the Company has nine directors. Following the election at the general meeting of shareholders held on 26 June 2026, there are currently two female directors. Whilst this complies with the current statutory requirement for at least one director of the opposite sex, the proportion of directors of either sex still falls short of one-third.
- II. Measures to be Taken: The proportion of female directors on the Company’s current Board of Directors has not yet reached one-third. This is primarily due to the low proportion of women in the traditional manufacturing sector, which makes it relatively difficult to identify highly qualified female professionals. Going forward, the Company will actively seek female director candidates with the necessary professional expertise, implement measures to promote gender diversity, continue to increase the proportion of women on the Board, and achieve its goals for diverse governance.
The Company’s progress towards achieving diversity among Board members (the fourth term of office) in 2026 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 & Technolog | 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 | ✔ | - | - | ✔ | - | - | - | ✔ | ✔ | ✔ | - | - | - | - | - | - | ○ | ✔ | ○ | ○ | - |
| Hiroshi Yoshida | Japan | male | - | - | - | - | ✔ | - | - | ✔ | - | - | - | - | ✔ | - | - | - | ✔ | ✔ | - | - | - |
| Takeki Mizoguchi | Japan | male | - | - | ✔ | - | ✔ | - | - | ✔ | - | - | - | - | ✔ | - | - | - | ✔ | ✔ | - | - | - |
| Yan Wei-Chyun | Taiwan | male | - | - | - | ✔ | - | ✔ | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | - | - | ○ | - | ✔ | ✔ | ○ | ○ |
| Kuo Ya-Hui | Taiwan | female | - | - | ✔ | - | - | ✔ | - | ✔ | ✔ | ✔ | - | - | - | - | - | ✔ | ✔ | ✔ | ○ | ○ | ○ |
| Chiu Huai-Hsuan | Taiwan | female | - | - | - | ✔ | - | - | ✔ | ✔ | ✔ | ✔ | - | ✔ | - | - | - | ✔ | ○ | ✔ | ○ | ○ | ○ |
Note: ✔ refers to having ability, ○ refers to having partial ability.
(2) Status of Board Independence
The Company’s fourth Board of Directors comprises nine directors, including six non-independent directors (67 per cent) and three independent directors (33 per cent). Collectively, they possess capabilities in business judgement, leadership and decision-making, operational management, international market insight and crisis management, as well as industry experience and expertise in sustainable development; Among them, Director Dong Junren holds the Corporate Sustainability Management Professional certification from the ‘Taiwan Sustainable Energy Research Foundation’; independent directors Mr Yan Wei-qun and Ms Guo Ya-hui graduated from the Department of Accounting at National Cheng Kung University and Fu Jen Catholic University respectively and possess management experience in listed companies; independent director Ms Qiu Huai-xuan serves as Chief Executive Officer of a management consultancy firm; She currently serves as a member of the ‘8th Taipei City Industrial Development Incentives and Subsidies Review Committee’ under the Taipei City Government’s Bureau of Industrial Development, a member of the Taiwan-Hong Kong Economic and Cultural Cooperation Committee, and a member of the ‘Youth 10 Billion Overseas Dream Fund Programme’ under the Ministry of Education’s Youth Development Agency. She previously served as a member of the WLI Asia-Pacific Committee of the Global Semiconductor Alliance (GSA), and possesses professional practical management experience in the industry; All three independent directors are currently serving their first term and are Taiwanese nationals; apart from Mr Dong Junren and Mr Dong Junyi, who are brothers, there are no spousal relationships or kinship relationships within the second degree of consanguinity amongst the remaining directors. Consequently, the circumstances specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act do not apply.
