1. Board Diversity

In accordance with the Company’s Principles of Corporate Governance Best Practice and Procedures for Elections of Directors, more than half of the seats on the Board of Directors shall not be held by individuals who are spouses or related within the second degree of kinship. In addition, the composition of the Board shall take diversity into consideration. Based on the Company’s operational characteristics, business model, and development needs, the Company has established appropriate diversity policies, encompassing basic attributes and values (including gender, age, nationality, and cultural background), professional knowledge and skills, as well as industry experience.

Members of the Board of Directors are expected to collectively possess the knowledge, skills, and professional competencies necessary for the performance of their duties. The Board as a whole should demonstrate capabilities including business judgment, accounting and financial analysis, operational and management expertise, crisis management, industry knowledge, global market perspective, leadership, and decision-making abilities, in order to effectively fulfill its responsibilities.

The current Board of Directors consists of nine members, including six male Directors and three female Directors. Female Directors account for 33.33% of the Board seats, meeting the objective that Directors of any single gender represent no less than one-third of the total Board composition. The management objectives and implementation status of the Company’s board diversity policies are set out below:

(1) Specific Management Objectives and Implementation Status of the Company’s Diversity Policy

Management Objective Implementation Status
At least one female Director shall be included on the Board of Directors. Achieved
More than two-thirds of the Directors shall possess competencies in the relevant core capability areas. Achieved
Independent Directors shall not serve more than three consecutive terms. Achieved
The number of Directors concurrently holding employee positions shall not exceed one-third (inclusive) of the total Board seats. Achieved

 

(2) Implementation of Board Diversity Policy

Title Chairman Director Independent Director
Name Ho, Ying-Chi Yang, Ming-Fang Lee, Kuen-Mou Kao, Li-Ling Lin, Chih-Chen Lu, Hsi-Peng Chih, Mei-Na Yu, Pei-Yu Hsieh, Chien-Nan
Gender Male Male Male Female Male Male Female Female Male
Age 51-60 51-60 41-50 51-60 41-50 61-70 51-60 51-60 71-80
Nationality R.O.C.
Concurrently Serving as an Employee of the Company V V V V          
Independent Director Tenure (Up to and Including Three Terms)           V V V V
Professional Background
Legal             V    
Finance V V V V V V V V V
Accounting       V   V V    
E-commerce V V V V V V V V V
Information Technology V V V   V V     V
Marketing Management V V   V   V   V V
Professional Expertise
Business Judgment V V V V V V V V V
Accounting and Financial Analysis V V V V V V V V V
Business Administration V V V V V V V V V
Crisis Management V V V V V V V V V
Industry Knowledge V V V V V V V V V
Global Market Perspective V V V V V V V V V
Leadership V V V V V V V V V
Decision-Making V V V V V V V V V

 

2. Board Independence

The Company’s current Board of Directors consists of nine members, including four Independent Directors, representing 44.44% of the total Board seats. All Independent Directors meet the qualification requirements set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. In addition, none of the Directors or Independent Directors are subject to any of the circumstances specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

For further information regarding the disclosure of the Company’s Board independence, please refer to page 8 of the Company’s 2024 Annual Report.