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Director and Key Management Succession Plan

Board of Directors Succession Plan

The company's board of directors operates on a candidate nomination system, with each term lasting three years. Director appointments, unless otherwise stipulated by laws or articles of incorporation, shall be carried out in accordance with the company's "Director Election Procedures".

When appointing directors, the overall composition of the board of directors should be considered. The composition of board members should be diversified, taking into account the company's operations, business model, and development needs. Appropriate diversification policies should be formulated, including but not limited to the following criteria:

  • Basic Criteria and Values
    > Without regard to gender, age, nationality, or culture.
    > Only one director with an employee status, who shall be a labor director.
    > Should possess independence.
  • Professional Knowledge and Skills
    At least two directors should have expertise in accounting and finance, with one being an independent director. Other director members should possess expertise and experience in one of the following areas: law, industry, business management, procurement marketing, land administration or land development, energy environment, etc.

Board members should generally have the knowledge, skills, and qualities necessary to perform their duties. The overall capabilities they should possess include:

  • Operational judgment capability.
  • Accounting and financial analysis capability.
  • Business management capability.
  • Crisis handling capability.
  • Industry knowledge.
  • International market perspective.
  • Leadership capability.
  • Decision-making capability.

The company identifies potential successors for directors through the following methods:

  • Recommendations from current directors.
  • Recommendations from shareholders.
  • Performance evaluations by the board of directors as a reference for re-nomination.

To enhance the effectiveness of directors in performing their duties, the company will continuously advance, regularly referring to changes in internal and external environmental conditions and development needs. It will arrange annual training courses to enhance the professional knowledge and abilities of directors.

Succession Planning for Senior Management

To meet the Company's operational and human resource development needs, employee performance evaluations are conducted twice a year. These evaluations, combined with daily observations, serve as a reference for the succession planning process.

When selecting successors, in addition to considering excellent professional and management skills, candidates must align with the Company's values and possess key personality traits such as integrity, reliability, innovation, and a strong entrepreneurial spirit. For training management-level successors, the focus includes not only internal training on management capabilities but also job rotation programs to provide a well-rounded experience, fostering the decision-making abilities needed for senior leadership roles. Regarding external training courses, the Company encourages management-level successors to participate in various business management programs to develop exceptional mid- to senior-level management talent. In 2025, the total training hours for senior management succession candidates amounted to approximately 114 hours.