Board of Directors
The company has seven to nine directors and adopts a candidate nomination system. The term of office is three years. The shareholders will elect from the list of candidates, and they may be re-elected. The company elected the seventh board of directors (7 directors, including 3 independent directors) at the general meeting of shareholders in June 2018, with a term of office from June 22, 2018 to June 21, 2021. In order to establish a good governance system for the board of directors of the company, improve supervision functions and strengthen management functions, the "Rules of Procedures for the Board of Directors of Public Offering Companies" have been formulated for compliance.
Directors Biographies：
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Chairman
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Huang, Shan-Ney
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Director
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Huang, Cheng Chun
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Yang, Pan Chyr
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Independent Director
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Lai, Yuan Ho
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Independent Director
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Tsai, Kao Chung
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Independent Director
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Han, Li Chun
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(note)：Director Chun Hong Chen was resigned due to busy business on December 16, 2020.
The implementation of diversity by board members：
The company stipulates in the "Code of Practice on Corporate Governance" that the composition of the board of directors should be diversified. Except for directors who are also managers of the company, it is not advisable to exceed one-third of the number of directors, and it should formulate appropriate diversification policies based on its own operation, operation type and development needs.
Among the current 7 board members of the company (including 3 independent directors), only the chairman, Shan-Ney Huang, is also the manager of the company. In other words, the proportion of directors with employee status is only 14%, which does not exceed one third of the board of directors.
It is mentioned in the Company's "Code of Practice on Corporate Governance" that board members should generally possess the knowledge, skills and literacy necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall board of directors should have the following capabilities:
1. Operational judgment ability.
2. Accounting and financial analysis capabilities.
3. Operation and management capabilities.
4. Crisis management capabilities.
5. Industry knowledge.
6. International market outlook.
7. Leadership.
8. Decision-making ability.
Chairman Shan-Ney Huang used to be the Director of the Agriculture and Food Agency of the Council of Agriculture of the Executive Yuan. He is currently the Chairman of the Oneness Biotech Co., Ltd. He has operational judgment, management, crisis management, industrial knowledge and leadership and decision-making capabilities.
Director Yuan Ho Lai served as the Dean of the Law School of National Chengchi University, a minister of the Examination Yuan of ROC, and the chairman of the listed company Chilisin Electronics Co., He has operational judgment, management, crisis management, industry knowledge, international market outlook and leadership and decision-making ability.
Director Kao Chung Tsai used to be a senior manager of a securities financial company and is currently the chairman of a listed company Champion Microelectronic Corp. He has operational judgment, accounting and financial analysis, management, crisis management, industry knowledge, international market outlook and leadership and decision-making ability.
Director Li Chun Han is the current chairman of the securities finance company, with operational judgment, accounting and financial analysis, operation management, crisis management, industry knowledge, international market outlook and leadership and decision-making capabilities.
Director Cheng Chun Huang is currently the supervisor of Hedonist Biochemical Technologies Co., Ltd., with operational judgment and industrial knowledge capabilities.
Director Pan Chyr Yang served as a professor at National Taiwan University and an associate professor of internal medicine at the College of Medicine of National Taiwan University. He is currently the dean of the College of Medicine of the National Taiwan University and the program director of the Microarray Core Facility of National Research Program for Genomic Medicine. He has operational management, crisis management, industry knowledge and leadership and Decision-making capacity.
In summary, the overall capabilities of the company's board of directors have complied with the diversification policy stipulated in the Code.
Results of the most recent annual board performance evaluation：
The company formulated the "Self-Evaluation or Peer Evaluation of the Board of Directors" on August 11, 2015, and conducted regular board performance evaluation tasks in accordance with the regulations rigorously. The performance evaluation of the board of directors in 2019 has been completed. The Compensation committee had evaluated according to the indicators listed in the method, and the evaluation results will report to the 4th board of directors meeting of 2020 (held on May 11, 2020) and the 1st Compensation committee meeting of 2020 (held on of August 11, 2020).
The measurement items of the performance evaluation of the company's board of directors include the following five aspects:
1. Participation in the operation of the company;
2. Improvement of the quality of the board of directors' decision making;
3. Composition and structure of the board of directors;
4. Election and continuing education of the directors; and
5. Internal control.
The year 2019 board performance evaluation result was 96 marks. According to the evaluation results, the overall operation of the board of directors is still good.
The company revised the "Self-Evaluation or Peer Evaluation of the Board of Directors" on November 13, 2020, which clearly stipulates that the Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.. In 2020, the "Taiwan Institute of Ethical Business and Forensics" was appointed to perform the performance evaluation of the board of directors. For details, please refer to the following link:
In addition, the company has disclosed the "Self-Evaluation or Peer Evaluation of the Board of Directors" on the company website for inquiries.