Performance Evaluation of Board of Directors
In order to implement corporate governance, the board of directors approved the amendment to the "Procedures for Performance Evaluation of the Board of Directors" on January 25, 2024, and implements internal performance evaluation at least once a year, external performance evaluation every three years. By clearly defining performance targets, the functions and efficiency of the board of directors are enhanced.
Board of Directors’ Performance Evaluation Implementation Status
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Evaluation Cycle |
Evaluation Period |
Evaluation Scope |
Evaluation Method |
Content of Evaluation |
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Annual |
20230101~ 20231231 |
Board of Directors |
Internal self-evaluation of the board of directors "Self-evaluation Questionnaire for Board Performance" |
A total of 50 evaluation indicators are included in the five aspects of participation in the Company's operations, enhancement of the quality of board decision-making, composition and structure of the board of directors, election and continuing knowledge development of directors, and internal control. |
|
Annual |
20230101~ 20231231 |
Individual director |
Internal self-evaluation of director member "Self-evaluation Questionnaire for Director Member Performance" |
A total of 27 evaluation indicators are included in the four aspects of understanding of the Company’s goals and mission, participation in the Company's operations, director’s professionalism and continuing knowledge development, and internal control. |
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Every three years by an external profession-nal independ-ent institution |
20210801~ 20220731 |
nComposition of the Board nGuidance of the Board nAuthorization of the Board nSupervision of the Board nCommunication of the Board nInternal control and risk management nSelf-discipline of the Board nOther such as board meetings, support systems, etc. |
The Taiwan Corporate Governance Association is entrusted to carry out the external evaluation by "data review", "online self-evaluation questionnaire", "on-site interview", etc. |
1.The board of directors should plan the inheritance and development of the board of directors, and regularly review the composition and division of labor of the existing board of directors, and whether the selection, nomination and appointment of members are rigorous and thorough. 2.The board of directors should set and adjust the Company's goals and response strategies, and effectively manage and ensure that the management department implements strategies to achieve goals. 3.Through the division of responsibilities and the authorization of the management department, the board of directors ensures that the enterprise implements the established policies, systems, goals and strategies. An effective and immediate reporting mechanism should be established to serve as a reference for decision-making or management adjustments. 4. The supervision of the board of directors should be implemented by setting up independent internal audit staff, relying on external professional accountants, and other effective mechanisms to reasonably ensure corporate compliance and effective operation. 5.The communication objects of the board of directors include members of the board of directors, management departments, shareholders, and other stakeholders. Attention should be paid to the topics of communication, the communication and feedback mechanism, and the culture of the board of directors. 6.The board of directors should identify important risk issues, define risk tolerance, and establish a sound internal control system to ensure corporate operating results. 7.The board of directors must regularly evaluate its own participation, investment and performance, and make sure to review and improve it so as to be able to respond to changes in the operating environment. 8.Others, such as board meetings, support systems, etc., include the establishment of corporate governance personnel, the planning of agendas, the preparation of meetings, the provision of information, the recording of meetings and post-meeting tracking management, etc. |
Ø The evaluation items of the board of directors and the functional committees in 2023 are all in effective operation, and the evaluation results has been report to the board meeting on March 14, 2024. The external professional independent agency TCGA was entrusted to implemented the external performance evaluation, and the recommendation report have been submitted to the board meeting on Nov. 9, 2022 reporting as a basis for improvement.
Strengthen the Functions of the Board of Directors
(1)In order to continuously improve the professional knowledge and legal literacy of directors to assist for the effective operating, the stock affairs unit assists in arranging advanced education courses for directors. In 2023, all directors complete the advanced education in accordance with the hours specified in the "Key Points of Advanced Education for Directors and Supervisors of Listed Companies".
(2)The information related to the Audit Quality Indicator (AQI) has been obtained in 2024 to assess the suitability of the auditors and consider their appointment or reappointment. Additionally, the assessment of the independence and suitability of the auditors in 2024 has been completed and the report has been submitted to the Board of Directors on March 14, 2024.
(3)On November 9, 2023, the Board of Directors approved the enhancement of the Audit Committee's responsibilities, adding duties to supervise the risk management mechanism. This is to assist the Board of Directors in fulfilling its duties and to regularly report its activities and decisions to the Board of Directors. The scope of risk management, organizational structure, and the operational status of risk management in 2023 have been disclosed on the Company's official website and reported to the Board of Directors on December 20, 2023.
(4)To enhance information disclosure transparency, the Board of Directors, on March 14, 2024, approved voluntary disclosure of individual director remuneration information for 2023, as well as the remuneration policy, individual remuneration content, and amounts reporting at the 2023 Annual General Meeting.
External Performance Evaluation Report
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Year |