Corporate Governance
The Board of Directors serves as the Company’s highest governance body, responsible for setting sustainability strategies and overseeing management. Its authority, nomination, and performance evaluation follow national regulations and internal policies such as the “Director Selection Procedures” and “Corporate Governance Best Practice Principles.”
The nomination and selection of board and committee members follow legal requirements and consider company development needs, diversity, independence, stakeholder perspectives, and risk management capabilities. The process is transparent, fair, and aligned with the Company’s strategy to ensure members can effectively fulfill their duties.
▍2025 Execution Results
▍Board of Directors and Corporate Governance Structure
Board Composition
11 directors
3 independent directors included
Board Selection
through a candidate nomination system
Nominees are reviewed by the Board and submitted for election at the shareholders’ meeting
The 19th Board
2024/5/30~2027/5/29
The 19th Board was elected at the 2024 Annual General Meeting
▍Board Performance Evaluation
On Mar 26, 2015, the Board approved the “Board Performance Evaluation Procedures.” The Company conducts annual Board, director, and committee self-assessments, with external evaluations every 3 years. Results are reviewed by the “Nomination Committee” and submitted to the Board for action. Detailed procedures are available on the Board Performance Evaluation。
The most recent board performance evaluation was commissioned at the end of 2023, with the Taiwan Center for Corporate Sustainability Practices serving as the evaluator. The evaluation covered the period from Jan 1, 2023 to Dec 31, 2023. In addition to reviewing questionnaires and documents, the Association’s team of experts conducted an on-site assessment at the Company and subsequently provided recommendations for improvement.
2025 Self-assessment results
(Full score: 5)
▍Board Training & Collective Knowledge
All members of the Board comply with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE- and TPEx-Listed Companies,” completing at least 6 hours of continuing education annually, with newly appointed directors required to complete 12 hours in their first year of service. Directors actively participate to strengthen competencies and enhance understanding of sustainability and climate change. In 2024, the total training hours completed by directors reached 98, fully meeting regulatory requirements.
Additionally, ESG topics are regularly addressed through the “Sustainability Development Committee” meetings and reports to the Board, fostering collective knowledge and consensus on economic, environmental, and social issues.
Please refer to the detailed information for the specifics of directors’ continuing education.
▍Disclosure of Conflicts of Interest to Stakeholders
The Company has Regulations Governing Financial and Business Transactions between Related Parties based on the Corporate Governance Best Practice Principles to prevent non-arm’s length transactions or improper interest transfers between related parties (including Board members) in sales, asset disposal, guarantees, and loans. Per the Rules of Procedure for Board Meetings, directors with a personal or represented legal entity interest in a meeting matter that may harm Company interests must recuse themselves from discussion and voting. Execution is disclosed in the annual report’s Operation of the Board of Directors section. Furthermore, details on controlling shareholders (e.g., Ever Fortune Investment and Chen family members), cross-shareholdings with suppliers or stakeholders, and specific transaction amounts and outstanding balances are detailed in the Related Party Transactions section of the consolidated financial report and the Corporate Governance section of the annual report to ensure full transparency.