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Corporate Governance
Corporate Governance
Board of Directors
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
- Accounting and financial analysis
- Management capability
- Crisis management capabilities
- Industry knowledge
- International market viewpoint
- Leadership
- Decision-making ability
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.
Implementation status of the diversity
1.
State of distribution on gender, nationality, industry experience, professional capability:
| Core items of the diversity / Name of Director | Wang Hsieh, I-Chen | Wang, Hou-Kai | Wang, Hou-Jei | Independent Director Chen, Hung-Shou |
Independent Director Chou, Ta Jen |
Independent Director Leu, Chia-Hwel |
Independent Director Wang, Te-Pin |
||
|---|---|---|---|---|---|---|---|---|---|
| Basic composition | Gender | Female | Male | Male | Male | Male | Female | Female | |
| Republic of China nationality | V | V | V | V | V | V | V | ||
| with Employee Status | - | - | - | - | - | - | - | ||
| Age | aged 31-40 | V | V | ||||||
| aged 51-60 | V | V | |||||||
| aged 61-70 | V | V | V | ||||||
| Term of Independent Directors | under 3 years | V | V | V | V | V | V | V | |
| 6-9 years | |||||||||
| Industry experience | Pharmaceutical Biotechnology | V | V | V | |||||
| Information Technology | V | ||||||||
| Accounting Audit | V | ||||||||
| Legal Affairs | V | ||||||||
| Construction Engineering | V | ||||||||
| Professional capability | Operating Strategy | V | V | V | V | V | V | ||
| Risk Management | V | V | V | V | V | V | V | ||
| Finance and Accounting | V | V | V | V | V | V | V | ||
| Laws | V | ||||||||
2.
The Company’s standing 2nd board consists of 7 members (including four independent directors), directors concurrently serving as company managers shall not exceed one third of the board seats. At present, seven board members who are directors with employee status account for 14.29%. Besides, the Company highly focuses on gender equality amidst the Board of Directors members to live up to the target that female directors would account for more than 25% of the total seats. At the moment, the Board of Directors has three female directors amidst the total number of seven seats, with a female ratio of up to 42.85%.
3.
In view of the Company’s standing 2th board consisting of 7 members (including four independent directors) whose professional backgrounds span economics, corporate management, financial accounting, law, pharmaceutical biotechnology, and information technology, independent director Mr. Chou Ta-Jen is an attorney-at-law of the New York State, USA. Independent director Mr. Lu, Chia-Hui is an attorney-at-law of the Republic of China. The directors with employee status account for 14.29%. They represent 57.14% of independent directors and 42.85% of female directors. Four independent directors’ terms of office are below three years, three independent directors are 61–70 years old, two director is 51–60 years old, and two director is 31–40 years old.
Introduction of the Board Members
The Company has seven directors, including four 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
Financial Information
