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Performance Evaluation of the BOD & Committees

The Board of Directors approved the adoption of the “Rules for Performance Evaluation of Board of Directors” on January 9, 2020 (last revised on January 11, 2023). These regulations stipulate that annual internal performance evaluations shall be conducted for the board of directors, individual directors, and functional committees. Evaluation results must be completed by the end of the first quarter of the following year. Additionally, an external evaluation by an independent professional institution or external experts must be conducted at least once every three years.

Year Implementation Status Result
2021

Our company conducted the performance evaluation of the Board of Directors (including functional committees, the Remuneration Committee, and Audit Committee) for the fiscal year 2021 in March 2022. The evaluation period was from January 1, 2021 to December 31, 2021. An internal self-assessment was conducted in the following areas, and a performance evaluation report was prepared based on the evaluation results:

  • Scope: Overall Board of Directors
  1. Degree of participation in company operations.
  2. Quality of board decision-making.
  3. Composition and structure of the board.
  4. Selection and continuous education of directors.
  5. Internal control.
  • Scope: Individual Board Members
  1. Understanding of company goals and tasks.
  2. Awareness of director responsibilities.
  3. Degree of participation in company operations.
  4. Management and communication of internal relationships.
  5. Professional development and continuous education of directors.
  6. Internal control.
  • Scope: Each Functional Committee
  1. Degree of participation in company operations.
  2. Awareness of functional committee responsibilities.
  3. Enhancing the quality of functional committee decision-making.
  4. Composition and selection of functional committee members.
  5. Internal control.

Reported the following conclusions, recommendations, and improvement plans or actions on March 23, 2022 board meeting:

  • The company has a formal record of training hours for directors and a continuous professional development plan.
  • New directors are provided with an understanding of their responsibilities and familiarization with the company's operations and environment.
  • Directors are encouraged to limit the number of concurrent positions they hold on the boards of other companies.
  • The control operations of business activities and transaction cycles are optimized.
2022

The Company appointed the external independent professional organization, Taiwan Investor Relations Institute, in November 2022 to conduct the performance evaluation of the Board of Directors (including functional committees, the Remuneration Committee, and Audit Committee) for the year 2022. The evaluation period was from January 1, 2022, to December 31, 2022. Three experts assigned by the organization, who had no business relations with the company and issued independence declarations, conducted the evaluation through document review, self-assessment questionnaires, and on-site interviews, focusing on the following aspects of the BOD and Committees:

  • The performance evaluating aspects of the BOD:
  1. Composition and development of the board of directors
  2. Quality of the board of directors' decision making
  3. Effectiveness of the board of directors operations
  4. Internal control and risk management
  5. Participation in the board's involvement in corporate social responsibility
  • The performance evaluating aspects of the functional committees:
  1. Participation in the operation of the Company
  2. Awareness of the duties of the functional committee
  3. Improvement of quality of decisions made by the functional committee
  4. Composition and members election of the functional committee
  5. Internal control

Taiwan Investor Relations Institute submitted the "Board Performance Evaluation Report" on February 14, 2023. The Company presented the following conclusions, recommendations, and improvement plans or actions to the Board on March 23, 2023:

  • Establishment of the "Sustainability Committee": Preliminary evaluation of operational mechanisms.
  • Preparation of sustainability report based on GRI Standards: No plans currently.
  • Formulation of succession planning for board members and key management team: Preliminary assessment of the operational mechanism.
  • Establishment of the "Risk Management Policy and Procedures" approved by the Board of Directors: Preliminary assessment of the operational mechanism.
  • Develop intellectual property management plan and implement TIPS: Preliminary assessment of the operational mechanism.
  • Appointed corporate governance officer: Approved by he Board of Directors on March 23, 2023.
  • Refer to AQI to assess the CPA's independence and competence: Relevant information to be provided by the CPA.
  • The interim financial report was approved by the Audit Committee and the Board of Directors: Improvements start in Q1 2023.
  • Publish the annual financial report audited by CPAs within two months after the fiscal year-end: No plans currently.
  • Hold at least two investor conferences annually: Evaluated based on practical needs.
  • Prepare English versions of the "Shareholders' Meeting Handbook and Supplementary Information," "Annual Report," and "Annual Financial Report": Translation agency engaged for the preparation of the 2023 English versions.
2023

Our company conducted the performance evaluation of the Board of Directors (including functional committees, the Remuneration Committee, and Audit Committee) for the fiscal year 2023 in February 2024. The evaluation period was from January 1, 2023 to December 31, 2023. An internal self-assessment was conducted in the following areas, and a performance evaluation report was prepared based on the evaluation results:

  • Scope: Overall Board of Directors
  1. Degree of participation in company operations.
  2. Quality of board decision-making.
  3. Composition and structure of the board.
  4. Selection and continuous education of directors.
  5. Internal control.
  • Scope: Individual Board Members
  1. Understanding of company goals and tasks.
  2. Awareness of director responsibilities.
  3. Degree of participation in company operations.
  4. Management and communication of internal relationships.
  5. Professional development and continuous education of directors.
  6. Internal control.
  • Scope: Each Functional Committee
  1. Degree of participation in company operations.
  2. Awareness of functional committee responsibilities.
  3. Enhancing the quality of functional committee decision-making.
  4. Composition and selection of functional committee members.
  5. Internal control.

Reported the following conclusions, recommendations, and improvement plans or actions on March 11, 2024 board meeting:

  • Encourage directors to attend shareholder meetings.
  • Implement a rigorous and transparent process for selecting directors and succession planning.
  • Develop a continuous professional development plan for directors to enhance their knowledge and skills.
  • Encourage directors to personally attend board meetings.
  • Encourage directors to control the number of concurrent positions they hold as directors or supervisors in other companies.