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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 fourth quarter of 2022, 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 19th session of the board on December 26, 2022, and were unanimously approved by all attending directors for record.

Evaluation Period

November 1, 2021, to October 31, 2022.

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 of the board, the professional development of the board, the quality of decision-making, the operational efficiency of the board, the extent of the board's involvement in corporate social responsibility, internal control, and risk management.

Evaluation Results

Questionnaire evaluation results Scoring Results
Composition and Professional Development of the Board 4.52
Composition and Professional Development of the Board 4.59
Operational Efficiency of the Board 4.48
Internal Control and Risk Management 4.71
Board's Involvement in Corporate Social Responsibility 4.48

Summary of On-site Interviews

  • In August 2022, a female director was newly appointed, demonstrating the implementation of gender equality policies and increasing female participation in board operations.
  • The tenure of independent directors did not exceed three terms, and a long-term plan for a three-year rotation was established.
  • The board's composition is complete, indicating clear division of responsibilities, diverse experiences among board members, and a sound board structure.
  • The board operates in compliance with regulations, communicates major issues to directors in advance, and demonstrates effective board operation.
  • The board values the independence of the audit and communicates directly with the internal audit supervisor, facilitating the effective functioning of internal control.

Conclusion and Suggestions

  • Establish a "Sustainable Development Committee."
  • The number of independent director seats should account for over one-third of the board seats.
  • Formulate succession plans for directors and important management personnel.
  • Implement a unified plan for the annual training courses of directors.

Company Responses to Recommendations

  • The company established a Corporate Governance Committee in 2020, headed by the Chairman, with the General Manager as Vice Chairman and the Executive Secretary as the Governance Supervisor. As commanded by the Chairman, the “Sustainable Development Team” is set up and the departmental head of the management takes full responsibility of overseeing and implementing the operation, promotion, and execution of ESG-related matters. The committee regularly reports the execution status to the Chairman and the board, actively implementing and promoting ESG-related policies.
  • The current board consists of 11 members, comprising 8 directors and 3 independent directors, continually strengthening the supervisory function of the board.
  • Director succession planning is carried out under the nomination system and has been incorporated into the company's "Director Election Rules." Candidates are recommended based on director performance evaluations by directors or shareholders. Succession planning for important management personnel is reviewed and planned through the company's Human Resources Meeting. For details, refer to the "Director and Important Management Succession Plan" on the website.
  • Arrangements were made for newly appointed directors to undergo at least 12 hours of continuing education courses annually, and reappointed directors to complete at least 6 hours of courses each year.