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.
▍2024 Execution Results
Equity-to-Total Assets Ratio
Number of BCM Risk Improvements
Critical IT Equipment & Systems
▍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.
2024 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 established the “Related Party Financial and Business Operations Management Guidelines” in accordance with the “Corporate Governance Code of Practice” to prevent irregular transactions or improper benefit transfers between related parties (including board members) concerning transactions such as sales and purchases, asset acquisitions and disposals, endorsements and guarantees, and financial loans. Additionally, according to the Company’s “Board Meeting Rules,” directors who have a conflict of interest with a particular agenda item, whether personally or through a representative entity, should recuse themselves from the discussion and voting if such a situation could harm the interests of the Company. The execution of directors’ recusal from related-party matters can be referenced in the Company’s annual report, which discloses relevant information under the section on “Board Operations.”
