Board of Directors
Implementing a Board Diversity Policy
The Board of Directors has formulated the "Director Election Regulations", which specify the nomination, qualification and evaluation procedures and standards for director candidates. The selection and appointment of the directors of the company takes into account the overall configuration of the board of directors. The composition of the board of directors considers diversity, and formulates a diversity policy for its own operation, operation type and development needs, including:
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
3. The members of the board of directors shall generally possess the necessary knowledge, skills and qualities to perform their duties, and their overall abilities shall be as follows:
3.1 Operational judgment ability.
3.2 Accounting and financial analysis skills.
3.3 Operation and management capabilities.
3.4 Crisis handling capacity.
3.5 Industry knowledge.
3.6 International Market View.
3.8 Decision-making ability.
4. There should be more than half of the seats among the directors, and there should be no spouse or kinship within the second degree of kinship. The board of directors of the company considers and adjusts the composition of the board of directors based on the results of performance evaluation.
The company's board members are all in line with the diversity policy, and there are two female directors. The proportion of independent directors is 43%. Please refer to the following table for details of their implementation:
|Director||gender||Industry experience||Financial Accounting||Marketing||Operational Judgment / Operational Management||Crisis Management/Leadership Decision Making||international market view|
|Hsu Ta Chin||male||V||V||V||V|
|Lo Long Shan||male||V||V||V||V|
|Hsu Chen Jung||female||V||V||V||V||V|
|Hsu Wen Chih||male||V||V||V||V|
|Wu Cong Fan||female||V||V||V||V|
|Zhang An Zuo||male||V||V||V||V||V|
|Huang Po Chia||male||V||V||V||V||V|
Prevent insider trading
The company has formulated the "Administrative Measures for Prevention of Insider Trading", which clearly prohibits insiders such as directors or employees from making profits from information that cannot be obtained in the market.
The company conducts education and publicity on this operating procedure or related laws and regulations to directors, managers, shareholders holding more than 10% of the shares and employees at least once a year. Education and promotion are also provided in a timely manner to new directors, managers, shareholders holding more than 10% of the shares and employees. This year, on August 24, 2021, the board of directors will conduct relevant education and publicity courses for current directors, the content of which is the relevant letter issued by the OTC Center "Common Patterns of Insider Shareholding Changes Reporting Violations of Securities and Exchange Laws". Participants include all directors and managers, and the course promotion time is half an hour.
In addition, the company regularly educates directors, managers, shareholders holding more than 10% of the shares and employees on relevant laws and regulations through emails.
Succession planning for board members and key management
1. Succession planning of board members
The election of directors and independent directors of the Company adopts a candidate nomination system, and the shareholders' meeting selects and appoints the candidates for directors and independent directors. Among the members of the board of directors of the company, 2 are management-level personnel, 3 have rich industry experience, 1 has marketing and business experience, and 1 is a financial accounting expert and scholar. All members of the board of directors have the professional knowledge and skills required for business, law, financial accounting, business management or company industry, and the company arranges at least 6 hours of refresher courses every year to continuously enrich new knowledge and maintain its core values and professional advantages and capabilities. The company attaches great importance to talents and actively seeks talents. In the future, it will continue to provide different opportunities according to the plan, so that qualified personnel can understand and participate in the operation of the board of directors or functional committees, and then iteratively cultivate future board members.
Operation of Succession Planning for Board Members
Every year, the Board of Directors participates in internal and external training courses on issues of concern for the year. It also stipulates the operation method of the performance management of the board of directors, through the performance evaluation project, to ensure the effective operation of the board of directors, and as a reference for the selection of directors in the future. The operations for 2021 are as follows: For the planning and implementation of the education and training courses on the issues of concern to the board members for the business decision-making of the current year, the topics include corporate governance, corporate sustainable upgrading forums, the key to the success or failure of digital transformation, etc., with a total of 53 hours.
2. Succession planning of important management levels
The employees of the company (including subsidiaries) at or above the vice president of important departments are the important management level. The successor to the important management level must have a high degree of execution, correct values, integrity, integrity and other personality traits. The specific steps of succession planning are as follows:
(1) Identify the abilities and conditions required for the current position;
(2) Internal talent cultivation: In major projects and plans, important employees communicate and cooperate across departments to cultivate all-round skills, so as to improve management and decision-making ability, and achieve the effect of inheritance;
(3) External talent training: Recruit outstanding talents externally, and cultivate the personnel needed by various departments of the company through the establishment and education cooperation model;
Operational Situation of Succession Planning for Important Management Levels
Through the functional evaluation, the human resources department identifies various abilities and conditions required for the current job, and strengthens the competencies required by the current job in combination with the strategic goals of the company and the department. At the same time, on-the-job training is held to cultivate potential personnel.