Board Diversity and Independence:
(1) Board of Directors Diversity:
- In accordance with Article 20, Paragraph 3 of the Corporate Governance Code of Practice of the Company, the composition of the Board of Directors shall consider diversity. In addition to the fact that directors holding concurrent positions as managers should not exceed one-third of the total seats of directors, the composition of the Board of Directors should formulate an appropriate policy on diversity based on the Company’s business operations, operate dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, culture.
- Professional knowledge and skills: A professional background (e.g. law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
2. The Company's director diversity policy and related implementation are as follows:
|
Diversified Director Name |
Nationality | Gender | Age | Operational Judgment |
Administrative management |
Leadership and Decision-Making |
Industry knowledge |
Information technology |
Finance and accounting |
Risk Management | crisis management | International Market View |
||
| 41-50 | 51-60 | 61-70 | ||||||||||||
| Chen,Hsiang-Chung | Republic of China | Male | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Chen,Hsiang-Li | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Chen,Wen-Chu | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Chung, Cheng-Ping | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Shen,Shang-Hung | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Liu,Shui-En | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Chen,Kuan-Pai | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Chang,La-Shin | Female | √ | √ | √ | √ | √ | √ | √ | √ | |||||
- The Company’s 17th Board of Directors currently consists of eight directors, (with one vacancy to be filled through a by-election at the 2026 Annual General Shareholders’ Meeting). The Board comprises four independent directors and four non-independent directors, all of whom are distinguished professionals from the industry. The Company places importance on gender equality in the composition of the Board of Directors, with a target of having female directors account for at least one-third of the Board seats. At present, male directors account for 87.5% of the Board members, representing seven directors, while female directors account for 12.5%, representing one director. As the number of female directors has not yet reached one-third of the Board seats, the Company expects to continue inviting suitable and professional director candidates in order to comply with gender diversity requirements.
- Industry experience: In the information service industry, board members in different professional fields are a very important part of market competition, LIU,SHUI-EN independent directors have professional qualifications as accountants, SHEN,SHANG-HUNG, CHEN,KUAN-PAI and CHANG,LA-SHIN independent directors have experience in operational judgment, business management, international market view and risk management and other fields to assist management to make important decisions according to their professional and objective opinions.
(2)Board independence:
- The Company has established a director selection system, under which the election procedures for all directors are open and fair, and are in compliance with the Company’s Articles of Incorporation, Procedures for Election of Directors, Corporate Governance Best Practice Principles, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and Article 14-2 of the Securities and Exchange Act. The composition of the current Board of Directors is as follows: four independent directors, accounting for 50% of the Board, (with one vacancy to be filled through a by-election at the 2026 Annual General Shareholders’ Meeting); and four non-independent directors, accounting for 50% of the Board. No more than half of the directors have a spousal relationship or are relatives within the second degree of kinship with one another. Accordingly, the Company is in compliance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
- The Company’s Board of Directors is responsible for guiding corporate strategy, supervising management, and fulfilling its duty to the Company and shareholders. In all matters of corporate governance, the Board exercises its powers in accordance with applicable laws and regulations, the Company’s Articles of Incorporation, and resolutions of the Shareholders’ Meeting. The Board emphasizes independent operations and transparency. Both directors and independent directors act as independent individuals in the execution of their duties. The four independent directors also fulfill their responsibilities in accordance with applicable legal requirements and, through the functions of the Audit Committee, supervise the following:1. The fair presentation of the Company’s financial statements;2. The appointment, independence, and performance of the external auditors;3. The effective implementation of the Company’s internal control system;4. The Company’s compliance with relevant laws and regulations and 5. The management of existing or potential corporate risks.
- Directors uphold a high degree of self-discipline, and those who have an interest in the proposals listed by the board of directors or the legal person they represent shall not participate in the discussion and voting when the board of directors explains the important content of their interests at the current board of directors, if there is a risk of harm to the interests of the company, and they shall abstain from discussion and voting, and shall not exercise their voting rights on behalf of other directors.
Main academic experience information:
The term of the 17th Board of Directors of the Company is from 2025/06/09 to 2028/06/08.
| Job title | Name | Commence- ment date of first term | Key Education/Work Experience |
| Director's legal representative | CHEN,HSIANG-CHUNG |
91.10.11 | The School of Industrial Engineering at Purdue University. Director of WALSIN LIHWA CORPORATION. |
| CHEN,HSIANG-LI | 89.03.03 | MBA, Georgetown University, USA General. Chairman of Mercuries & Associates Holding, Ltd. |
|
| CHEN,WEN-CHU | 97.09.01 | Syracuse Univ. of Finance Master. Horizon Securities Co., Ltd. Senior Manager. |
|
| Chung, Cheng-Ping | 102.06.21 | Department of Business Administration, Takming University of Science and Technology General Manager, Hwa Ho Technology Co., Ltd. |
|
| Independent Director | SHEN,SHANG-HUNG | 105.06.07 | MBA at College of Emory University. America AT&T Manager. |
| LIU,SHUI-EN | 111.06.17 | Master of Accounting Institute of Soochow University. Certified Public Accountant & Director & Chief Operating Officer of Deloitte Touche Tohmatsu Limited. |
|
| CHEN,KUAN-PAI | 111.06.17 | Master of University of Southern California. Director,HUXEN CORPORATION、 Director,TRIUMPH TRANS-LINK LOGISTICS, CO., LTD. Director,TSEC CORPORATION.、 Independent Director of TECO IMAGE SYSTEMS CO., LTD. |
|
| CHANG,LA-SHIN | 114.06.09 | Graduate School of Commerce, Waseda University, Japan. Vice Chairman,TAIWAN FARM INDUSTRY CO., LTD. |