Diversification of the Board of Directors and Succession Planning Operations
In the "Election Methods of Directors", it clearly stated that the composition of the board of directors should consider diversification, and formulate appropriate diversification policies in accordance with its own operation, operation type and development needs, including but not limited to the following two major standards :
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.
The members of the board of directors should generally have the knowledge, skills and literacy necessary to perform their duties, and their overall capabilities are as follows:
1. Operational judgment ability.
2. Accounting and financial analysis capabilities.
3. Operation and management capabilities.
4. Crisis handling capabilities.
5. Industrial knowledge.
6. International market outlook.
7. Leadership ability.
8. Decision-making ability.
9.Knowledge and Skills in Risk Management.
The company's 10th Board of Directors consists of 9 directors, including 3 independent directors, accounting for 33.3%. Seven directors are re-elected, and two are newly appointed this term, with tenures ranging from 0 to 4.5 years. There are currently 4 female directors, with women accounting for 44.4%. Regarding the age of directors, 2 are 61-70 years old, 3 are 51-60 years old, 2 are 41-50 years old, and 2 are 31-40 years old.
The background of the board members covers various professional fields and meets the company's management goal of having over 50% of directors with practical enterprise management experience, contributing to board decisions from diverse professional perspectives.
In response to international trends in gender equality development and to promote gender equality policies, the company also emphasizes gender equality in the composition of its board members. To increase female participation and entry into the company's decision-making levels, male board members account for 55% (5 members) and female members account for 44% (4 members) in the current board, aiming to increase the proportion of female directors, achieve gender equality, and enhance decision-making diversity.
Regarding succession planning for the Board of Directors, all directors of the company possess expertise in enterprise management and operations. The future structure of the Board of Directors and the background of its members will largely continue the current framework. Furthermore, the board already includes directors from the younger generation, and the transfer of decision-making experience is underway. For director training, the company arranges at least six to twelve hours of advanced courses annually for each director, enabling board members to acquire new knowledge. Additionally, board members undergo performance evaluations annually, and the results serve as a reference for selecting or nominating directors and for determining their individual compensation. As for independent directors, by law, they must possess work experience required in business, legal, financial, accounting, or company operations. There is no shortage of relevant professionals domestically, so the succession of independent directors will be planned with professionals from various fields as the guiding direction.
In terms of succession for important management levels, the company simultaneously focuses on talent acquisition, retention, and development. Through various project assignments, management skills are cultivated to develop well-rounded management talent. Management is also encouraged to participate in professional training courses to continuously absorb new knowledge and enhance their professional capabilities. The Compensation Committee regularly evaluates the compensation of management personnel and continuously cultivates successors for important management positions.