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 11th Board of Directors currently consists of nine directors, including three independent directors, representing 33.3% of the Board. Among the Board members, three are newly appointed and six have been re-elected, with the re-elected directors having served terms ranging from 3 to 4.5 years. The Board currently includes two female directors, accounting for 22.2% of the total Board composition.

 

In terms of age distribution, the Board comprises:

  • 2 directors aged 61–70
  • 4 directors aged 51–60
  • 2 directors aged 41–50
  • 1 director aged 31–40

The professional expertise and industry experience of the Board members are as follows:

Director

Areas of Expertise

Liao Chen-Chung

Business Management

Chang Chun-Ming

Investment Management, Business Management

Lin Tzu-Chiang

Investment Management, Business Management

Liao Shih-Fang

Technology, Construction and Engineering, Business Management

Lin Hung-Chun

Technology, Business Management

Shen Yu-Chun

Finance and Accounting

Independent Director Lu Shih-Tung

Education, Economics, Civil Engineering, Business Management

Independent Director Chou Chun-Yi

Finance and Accounting

Independent Director Chen Chin-Han

Law

 

The Board members possess diverse professional backgrounds and expertise, enabling them to contribute to Board deliberations and decision-making from a wide range of perspectives. The current Board composition also fulfills the Company's governance objective that more than 50% of directors possess practical business management experience.

In line with global trends toward gender equality and the promotion of equal opportunities, the Company places great importance on gender diversity in Board composition. To enhance female participation in corporate decision-making and leadership, the current Board consists of seven male directors (77.8%) and two female directors (22.2%). Going forward, the Company plans to increase the proportion of female directors to further advance gender equality and strengthen diversity in Board decision-making.

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.