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 eighth board of directors (7 directors, including 4 independent directors) at the general meeting of shareholders in August 2021, with a term of office from August 20, 2021 to August 19, 2024. 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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Kuo, Hsien-Shou
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Yang, Pan Chih
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| Director | Huang, Cheng Tsung |
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| Director | Tsai, Kao Chung |
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| Independent Director | Lai, Yuan He |
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Independent Director
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Han, Li Chun
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Independent Director
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Liang, Chi-Ming
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(note)：Kingbird Tech Co., Ltd. reappointed Mr. Kuo, Hsien-Shou as the representative. And the BOD re-elected him as the chairperson of the board on December 20, 2021.
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.
The incumbent Board of Directors consists of seven directors, including four independent directors, except Chairman, Kuo, Hsien-Shou, who is concurrently the General Manager, none of whom are concurrently an executive officer of the Company.
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:
- Operational judgment ability.
- Legal, Accounting and financial analysis capabilities.
- Operation and management capabilities.
- Crisis management capabilities.
- Industry knowledge.
- International market outlook.
- Leadership.
- Decision-making ability.
The Company nominates for and elects Board members through a candidate nomination system in compliance with the Company’s Articles of Incorporation. In addition to evaluating each candidate’s academic qualifications, we comply with the “Procedures for Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure Board diversity and independence of Board members.
The implementation of Board diversity:
The Company elected new directors (including independent directors) at the 2021 annual general meeting. At present, there are seven directors on the Board, four of which are independent directors, accounting for 57.14% of all directors. The Company places emphasis on gender equality in the composition of the Board of Directors. All seven directors on the current Board of Directors are male, and female seats are expected to be added to the Board for the next term.
【Results of the most recent annual board performance evaluation】
According to our company’s “Self-Evaluation or Peer Evaluation of the Board of Directors”, an annual performance assessment is conducted based on the criteria and evaluation processes outlined in the procedures. This assessment encompasses the overall performance of the Board of Directors, individual board members, and functional committees.
Performance indicators：
The measurement items of the performance evaluation of the company’s board of directors include the following five aspects:
- Participation level in the management of the Company.
- The decision-making quality of the Board.
- Composition and structure of the Board of Directors.
- Appointment of Director and continued education.
- Internal control.
The measurement items of the performance evaluation of the board member performance (self-or peer-) include the following six aspects:
- Mastery of the company objective and mission.
- Understanding of directors’ duties.
- Participation level in the management of the Company.
- Engagement of internal relations and communication.
- Directors’ professionalism and continued education.
- Internal control.
The measurement items of the performance evaluation of the functional committees include the following five aspects:
- Participation level in the management of the Company.
- Comprehension of the responsibilities of the functional committee.
- Enhancement of the decision-making quality of the functional committee.
- Composition of functional committee and appointment of members.
- Internal control.
The evaluation is conducted by the Finance Department through an internal questionnaire approach, comprising four sections related to the operation of the Board of Directors, director participation, the operations of the Remuneration Committee and the Audit Committee. This assessment includes evaluations by directors on the Board’s performance, self-assessment by directors regarding their own participation, and the company’s assessment of the functioning of the Audit Committee and Remuneration Committees.”
Performance results：
The performance evaluation of the board of directors in 2022 has been completed and the evaluation results already reported to the board of directors meeting and the Remuneration committee meeting on April 20, 2023.
The year 2022 board performance evaluation result was excellent including self-assessment results of the Board of Directors, Audit Committee, and Remuneration Committee. According to the evaluation results, the overall operation of the board of directors is still good.
In addition to the internal self-assessment conducted within the company, The company’s policy “Self-Evaluation or Peer Evaluation of the Board of Directors”, 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.
