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Performance Evaluation of Board of Directors / Committees of the Board

In accordance with the company's Board Performance Evaluation Procedures, External evaluation should be conducted the evaluation by an external professional independent organization or external expert/scholar at least once every three years. The most recent external evaluation was conducted in the third quarter of 2025, entrusted to the "Taiwan Investor Relations Institute" to carry out an external evaluation of the board's performance. The institute and its executing experts have no business dealings with the company and maintain independence.

The results of the external evaluation were submitted in the 10th meeting of the 20th session of the board on December 29, 2025, and were unanimously approved by all attending directors for record.

Evaluation Period

October 1, 2024, to September 30, 2025.

Evaluation Method

The "Taiwan Investor Relations Institute" conducted a performance evaluation of the overall operation of the board. They reviewed relevant documents provided by the company in writing, planned and designed evaluation questionnaires for statistical analysis, and conducted on-site interviews with the Chairman, independent directors, and relevant managers regarding the actual operation and issues encountered by the board.

Subject Matter of Evaluation

The evaluation covered five dimensions, including the composition and professional development of the board, the quality of decision-making, the operational efficiency of the board, internal control, risk management, the extent of the board’s involvement in corporate social responsibility.

Evaluation Results

Questionnaire evaluation results Scoring Results
Composition and Professional Development of the Board 4.59
Composition and Professional Development of the Board 4.79
Operational Efficiency of the Board 4.78
Internal Control and Risk Management 4.76
Board's Involvement in Corporate Social Responsibility 4.86

Summary of On-site Interviews

  • The structure of the Board of Directors complies with the “Corporate Governance Best Practice Principles” and relevant regulations.
  • The tenure of independent directors did not exceed three terms.
  • The result of the 2024 Corporate Governance Evaluation ranked in the top 6% to 20% of listed companies, indicating that the corporate governance structure has reached a considerable level of maturity.
  • The corporate governance and audit officers have professional expertise and extensive practical experience, and the company maintains robust internal control and governance systems.
  • The Company promotes a circular economy, actively uses renewable energy, and continuously strengthens the foundation of carbon inventory management. The sustainability report has publicly disclosed relevant sustainability performance information.
  • Establish the Sustainable Development Team to coordinate ESG related matters, with the Board of Directors regularly overseeing implementation outcomes to ensure the effectiveness of sustainability policies.

Conclusion and Suggestions

The company's Board of Directors has a sound structure, with both professional diversity and independence, and a sound operating mechanism that can effectively perform decision-making and supervisory functions. The Board of Directors pays attention to integrity management, internal control, and sustainable development. Its governance system is well-established, and its overall operation and supervisory functions are performing well, and has substantial progress in promoting sustainability and the circular economy. However, in order to further improve the effectiveness of corporate governance, the overall governance quality and sustainable competitiveness can still be continuously strengthened in accordance with the following recommendations.

  • Plan to increase the number of female directors to one-third in the next term.
  • The number of independent director seats should account for over one-third of the board seats.
  • Plan to limit the term of all independent directors to not exceed three consecutive terms.
  • Establish the corporate value enhancement measures and report to the Board of Directors.
  • Strengthen the frequency of investor conferences to enhance the external communication and decision-making basis of the Board of Directors.
  • Obtain third-party assurance for the sustainability report to enhance credibility.

Company Responses to Recommendations

  • To ensure that the number of independent director seats accounts for one-third and to strengthen the supervision function of the Board of Directors, Articles 19 and 19-1 of the Articles of Association have been amended. These amendments have been submitted to and approved by the Regulations Review Committee and reported to MOEA for approval. This issue is planned to be submitted to the Board of Directors in the first quarter of 2026. After being reviewed by the Board of Directors, it will be submitted to the Annual Shareholders’ Meeting in June 2026. In addition, the proposal to increase the number of female directors to one-third in the next term is planned. The Company will continue to encourage shareholders to nominate outstanding women with professional backgrounds in law, accounting, industry, finance, and other fields to strengthen female participation in governance and enhance gender diversity and tolerance.
  • Article 19 of the Articles of Association has been amended to stipulate that the term of all independent directors shall not exceed three consecutive terms (9 years). This amendment has been submitted to and approved by the Regulations Review Committee and reported to MOEA for approval. This issue is planned to be submitted to the Board of Directors in the first quarter of 2026. After being reviewed by the Board of Directors, it will be submitted to the Annual Shareholders’ Meeting in June 2026.
  • In accordance with Article 15, Paragraph 2 of the “Practical Guidelines for Corporate Governance,” which states: “The company shall establish and disclose operational strategies and business plans, outlining specific measures to enhance corporate value. Such plans should be submitted to the Board of Directors and actively communicated with shareholders,” the Company has drafted the Corporate Value Enhancement Plan and reported to the Board of Directors on December 29, 2025.
  • The annual investor conference was held on August 27 at the invitation of Capital Securities Corporation in the form of a video conference. Relevant information is disclosed under the “Investor Conference Information” section of “Investors” on the Company’s website.
  • Based on the operational policy, which prioritized cost savings, and the fact that the key data of financial, greenhouse gas, and water usage in the report has already been certified by the accountant or external institutions such as BSI in accordance with regulations, which possesses sufficient credibility and accuracy, there is no urgent need to spend additional expenses for third-party assurance, so this process is temporarily postponed.