Board Performance Evaluation

Board Performance Evaluation

Board Performance Evaluation

Performance Evaluation of Board of Directors

  • To implement sound corporate governance and enhance the functioning of the Board of Directors, this policy has been established in accordance with Article 37 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” to set performance goals and improve the efficiency of board operations.
  • On April 15, 2021, the Company’s Board of Directors approved the “Regulations for the Performance Evaluation of the Board.” In accordance with the policy, board performance evaluations are conducted at the end of each fiscal year, and external performance evaluations must be conducted at least once every three years by an independent professional institution or a team of external experts and scholars. The evaluation covers the performance of the overall Board of Directors (including functional committees) and individual board members.
 
Performance Evaluation of Board of Directors

In consideration of the Company’s scale and needs, the performance evaluation of the Board of Directors is measured across the following dimensions:

  1. Participation in the operation of the company.
  2. Improvement of the quality of the board of directors' decision making.
  3. Composition and structure of the board of directors.
  4. Election and continuing education of the directors.
  5. Internal control.
 
Performance Evaluation of Individual Board Members

The performance of individual board members is evaluated based on the following dimensions:

  1. Alignment of the goals and missions of the company.
  2. Awareness of the duties of a director.
  3. Participation in the operation of the company.
  4. Management of internal relationship and communication.
  5. The director's professionalism and continuing education.
  6. Internal control.
 
Performance Evaluation of Functional Committees

The performance of functional committees is evaluated based on the following dimensions:

  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. Makeup of the functional committee and election of its members.
  5. Internal control.

Internal Performance Evaluation

 
2025 
  • The Company completed the 2024 Board Performance Evaluation in February 2025, covering the period from January 1, 2024 to December 31, 2024. The evaluation encompassed the overall Board, individual Board members, and functional committees (Audit Committee and Remuneration Committee). The results were reported to the Board on February 25, 2025.
  • For the 2023 performance evaluation, the Company’s directors mostly strongly agreed with the performance indicators. The evaluation concluded that the Board and its functional committees operated effectively, met corporate governance requirements, and helped enhance the Board's functions and safeguard shareholders’ rights and interests. The evaluation results are as follows:
Overall Board    
Good
Individual Board Members    
Excellent
Audit Committee
Excellent
Sustainability Development Committee
Excellent
Remuneration Committee
Excellent
 
 
2024 
  • The Company completed the 2024 Board Performance Evaluation in February 2025, covering the period from January 1, 2024 to December 31, 2024. The evaluation encompassed the overall Board, individual Board members, and functional committees (Audit Committee and Remuneration Committee). The results were reported to the Board on February 25, 2025.
  • For the 2024 performance evaluation, the directors generally expressed strong agreement with the evaluation criteria. The assessment concluded that the Board and its functional committees operated effectively, complied with corporate governance requirements, and contributed to strengthening the Board’s functions and safeguarding shareholders’ rights and interests. The evaluation results are as follows:
Overall Board
Good
Individual Board Members
Good
Audit Committee
Good
Remuneration Committee
Excellent

External Performance Evaluation

  • The Company engaged an external professional institution, the Taiwan Corporate Governance Association, to conduct the 2023 external board performance evaluation (evaluation period: July 1, 2022 to June 30, 2023). The assessment covered eight major dimensions: Board composition, guidance, delegation of authority, supervision, communication, internal control and risk management, self-discipline, and others (such as board meetings and support systems). The evaluation was conducted through online self-assessment questionnaires and on-site interviews. (The Taiwan Corporate Governance Association is an independent, non-governmental, non-profit organization in Taiwan that specializes in corporate governance assessment and board performance evaluation services.)
  • The Taiwan Corporate Governance Association issued the External Board Performance Evaluation Report on August 22, 2023, and the Company reported the overall evaluation results,recommendations, and improvement actions to the Board of Directors on November 7, 2023.
 
Recommendations

Incorporate the Company’s long-term development strategies, sustainability goals, and the promotion and implementation of ESG initiatives into the performance evaluation indicators of senior management, so as to enable the Board to better incentivize the management team to prioritize long-term corporate interests and sustainability objectives.

In February 2024, the Board of Directors approved the revision of the Company’s “Regulations for Remuneration of Directors, Independent Directors, and Managers.” The performance evaluation indicators for managers now include both financial indicators (such as annual revenue and profitability) and non-financial indicators (such as demonstration of behaviors aligned with the Company’s values and participation in sustainability initiatives) for comprehensive assessment.

Disclose the succession planning for senior management on the Company’s website, and regularly report its implementation status to the Board of Directors, thereby supporting the Board’s oversight of talent development and succession planning for key executives.

The Company’s succession planning for senior management, including management training and development programs, has been disclosed on the Company’s website. Starting from 2025, the implementation status will be reported to the Board of Directors on a regular basis (at least once per year).

Consider initially inviting certain directors (including independent directors) to participate in the operations of the committee, and, depending on the Company’s future needs and regulatory expectations, elevate the Sustainability Committee to a functional committee directly under the Board to strengthen the Company’s commitment to sustainable development.

To enhance the Board’s functions and strengthen the Company’s sustainable value, beginning in 2024, the Company has invited directors (including independent directors) to engage in consultations and two-way communication on sustainability-related topics. These sessions serve as a foundation for the execution of the Sustainability Committee’s initiatives.

Investor Contact

If you have any investor-related questions, please contact us.

Finance Department Investor Relations
Ms. Lin

Tel:+886-3-6661818 #2801

Stock Agent
Taishin Securities Co., Ltd. Stock Agency Department

Tel:+886-2-25048125

Address:

B1., No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City , Taiwan (R.O.C.)