Corporate Governance Structure
Everlight’s highest decision-making and governance body is the Board of Directors, which is responsible for formulating the Company’s sustainability development strategy and overseeing the management team. The exercise of authority, governance codes, director appointment, and performance evaluation procedures are conducted in accordance with national regulations and company norms such as the “Director Appointment Procedures” and “Corporate Governance Best-Practice Principles.”
The nomination and selection of members of Everlight’s board of directors and committees not only comply with regulations but also consider the Company’s development needs, diversity and independence, stakeholder perspectives, and the ability to manage risks that might impact the organization. The nomination and selection processes are transparent, fair, and reasonable, and are conducted according to the Company’s development and strategies to ensure that the members of the governance body and committees can fulfill their responsibilities.
▍Structure of the Board of Directors and Corporate Governance
Board Members
11 directors
including 3 independent directors
Board Selection
Uses a candidate nomination system, where directors review qualifications before nominating candidates for election at the shareholder meeting.
Term of the 18th Board of Directors
2021/7/29~2024/7/28
The Company completed the election of the 18th Board of Directors at the annual general meeting of shareholders in 2021.
▍Diversity and Independence of the Board of Directors
Everlight has clearly defined a well-defined policy regarding the diversity of the Board members, actively implementing diversity and independence among them. All directors possess a wealth of professional backgrounds and experiences to meet the Company’s operational and industry development needs.
Everlight’s board of directors comprises 11 members in 2023
▍Overview of Functional Committees
The board of directors has established the Audit Committee, Nomination Committee, Remuneration Committe, Strategy Committee, Risk Management Committee, and Sustainability Development Committee. These committees assist the board in fulfilling its oversight duties. The articles of association for all committees are implemented after approval by the board of directors.
▍Evaluation of the Performance of Board Director
Everlight’s board of directors approved the “Guidelines for Performance Evaluation of Board of Directors ” on March 26, 2015. Each year in the first quarter, a self-assessment of the previous year’s performance is conducted for the entire board of directors, individual members, and functional committees. Additionally, an assessment by an external agency is conducted at least every three years. The results of the self- and external assessments are evaluated and discussed by the Nomination Committee, which then presents the conclusions to the board of directors for consideration and improvement of recommended items. There were no changes in the composition or organizational practices of the highest governance body in 2023, with elections scheduled for 2024.The most recent performance evaluation of the board was conducted at the end of 2023 by the Taiwan Cheng-Zheng Business Association. The evaluation covered the period from January 1, 2023 to December 31, 2023. In addition to document review, an assessment team visited the Company to conduct an on-site evaluation and provide suggestions for Improvement.
Self-assessment results of the board and its committees for the year 2023
(out of a maximum of 5 points)
▍Collective Knowledge of the Board Director
The borad members of Everlight are in accordance with the provisions of “Principles for the Implementation of Continuing Education for Directors and Supervisors of TWSE/GTSM Listed Companies” to complete at least 6 hours of continuing education annually. They actively participate in these sessions to enhance their professional expertise, as well as their understanding of sustainable development and climate change issues. In 2023, the total continuing education hours for our directors amounted to 80 hours, complying with the regulatory requirements.
▍Disclosing Conflicts of Interest to Stakeholders
In accordance with the “Corporate Governance Best-Practice Principles,” the Company has formulated “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises.” This policy aims to prevent irregular transactions and inappropriate transfers of benefits among related parties, including transactions, asset acquisitions or disposals, endorsements, guarantees, and loans involving members of the board of directors. Additionally, according to our “Rules of Procedure for Board of Directors,” directors who have a personal or representational interest in the matters discussed at meetings, and where such interest may harm the Company’s interests, must be recused from the discussion and voting. Details on the enforcement of recusal by directors in related matters are available in the section “Status of Corporate Governance” of the Company’s annual report, which provides relevant information.