Corporate Governance
In addition to complying with relevant laws and the provisions of the Articles of Incorporation, the Company is committed to protecting shareholders’ rights and interests, ensuring equal treatment of shareholders, strengthening the structure and operation of the Board, enhancing information transparency, and promoting sustainable development, in order to establish an effective corporate governance framework.
Responsibilities of the Board of Directors
The Board of Directors of the Company shall guide corporate strategy, supervise management, and be accountable to the Company and its shareholders. All corporate governance operations and arrangements shall ensure that the Board exercises its powers in accordance with the laws, the Company’s Articles of Incorporation, and resolutions of the shareholders’ meeting.
Diversification policies of the board members
The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (eg, law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties. The abilities that must be present in the board as a whole are as follows:
- Operating judgment
- Management capability
- Industry knowledge
- Leadership
- Accounting and financial analysis
- Crisis management capabilities
- International market viewpoint
- Decision-making ability
Implementation status of the diversity
- The company’s current Board of Directors has three independent directors, representing 43% of the total. The ages of the directors are distributed as follows: two directors are between 61 and 70 years old, two are between 51 and 60 years old, and three are between 31 and 40 years old. Currently, no directors on the board also serve as employees of the company. Among the directors, Wang, Kuo-Chiang holds an internal auditor license; Kuan, Arthur specializes in biotechnology, investment, and business management; and Lee, Ming-Jye specializes in supervising international affairs development, human resources, and organizational governance. The directors collectively possess extensive experience and expertise in finance, business, management, media, biotechnology, and securities investment, contributing to board diversity.
- The company prioritizes diversity and gender equality in its Board of Directors. Currently, two of the seven directors are female, representing 29%. Before the election of the next (24th) term of directors, the Company plans to identify female director candidates and allocate seats to ensure that women hold at least one-third of the total board positions, in compliance with the FSC’s policies and the growing trend toward gender diversity on boards.
- The composition diversity of the Board of Directors is as follows:
| Diversified core projects / Name of Director | Wang Hsieh, I-Chen | Wang, Hou-Kai | Wang, Hou-Jie | Wu, Shih-Hsuan | Wang, Kuo-Chiang | Kuan, Arthur | Lee, Ming-Jye | ||
|---|---|---|---|---|---|---|---|---|---|
| Basic composition | Gender | Female | Male | Male | Male | Male | Male | Female | |
| R.O.C. | V | V | V | V | V | V | V | ||
| As an employee | - | - | - | - | - | - | - | ||
| Age | aged 31-40 | V | V | V | |||||
| aged 51-60 | V | V | |||||||
| aged 61-70 | V |
V | |||||||
| Service tenure of independent directors | 3 years | V | |||||||
| 6 - 9 years | V | ||||||||
| Over 9 years | V | ||||||||
| Industrial experience | Pharmaceutical biotechnology | V | V | V | V | V | |||
| Mass media. | V | ||||||||
| Technology | V | V | |||||||
| Securities | V | ||||||||
| Accounting audit | V | ||||||||
| Investment | V | V | V | ||||||
| International organization | V | ||||||||
| Professional skills | Financial Accounting | V | V | V | V | ||||
| Risk Management | V | V | V | V | V | V | V | ||
| operating strategy | V | V | V | V | V | V | V | ||
| Securities | V | ||||||||
| International affairs development | V | ||||||||
Introduction of the Board Members
The Company has seven directors, including three independent directors. The information on the current board members is as follows:
Information on Independent Directors
The Company adopts the candidate nomination system for the election of independent directors in accordance with Article 192-1 of the Company Act, as stipulated in its Articles of Incorporation. The current independent directors were nominated by the Board of Directors and approved through Board discussion and resolution. During the nomination acceptance period, the nominees submitted relevant supporting documents in writing to the Company. In addition, after the nomination period during which shareholders holding more than 1% of the Company’s outstanding shares may submit a list of independent director candidates in writing to the Company, the Board of Directors reviewed the list of candidates. Upon evaluation confirming that the nominees met the qualifications required of independent directors and complied with the provisions of Article 192-1 of the Company Act, the list was submitted to the shareholders’ meeting for election.
Performance evaluation of the Board of Directors
Title
Important resolutions of the Board of Directors
Title
Continuing Education of Directors
Title