A total of 6 meetings of the board of directors were held in 2021. Director attendance was as follows:
Title
Name
Attendance
in Person
By Proxy
Attendance rate (%)
Remark
Chairman
Wang, Shih-Chung
5
1
83%
－
Director
Lan, Shun-Cheng
6
0
100%
Wang, Hai-Ming
Li, Huai-Wen
4
67%
Chen, Jui-Lung
Tsao, Yung-Hsiang
Independent director
Leong Kam-Son
Renn, Jyh-Chyang
Lin, Yu-Ya
Notes:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motions, all independent directors’ opinion and the Company’s response to independent directors’ opinion should be specified:
(1) Matters referred to in Airticle 14-3 of the Securities and Exchange Act.
Not applicable. The Company has already established an audit committee.
(2) Other matters involving objections or expressed by independent directors that were recorded in writing that require a resolution by the board of directors: None.
2. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified:
The fifteenth meeting of the board of directors of the fifth term proposed to approve the managers and directors who are also employees of the Company to subscribe the shares for employees’ subscription of the Company’s capital increase in 2021. Director Yung-Hsiang Tsao shall not exercise voting rights nor exercise voting rights on behalf of another director due to conflict of interest.
3. Implementation Status of Board Evaluations
Evaluation cycle
Evaluation period
Scope of evaluation
Evaluation method
Evaluation items
Performed once a year
Jan. 1, 2021
to
Dec. 31, 2021
Board Performance Evaluation
Internal evaluation of the board
A. Participation in the operation of the company.
B. Improvement of the quality of the board of directors’ decision making.
C. Composition and structure of the board of directors.
D. Election and continuing education of the directors.
E. Internal control.
The evaluation of individual directors
Self-evaluation by individual board members
A. Familiarity with the goals and missions of the company.
B. Awareness of the duties of a director.
C. Participation in the operation of the company.
D. Management of internal relationship and communication.
E. The director’s professionalism and continuing education.
F. Internal control.
Evaluation of the performance of functional committees (Audit Committee/ Compensation Committee)
The internal evaluation of functional committees
B. Awareness of the duties of the functional committee.
C. Improvement of the quality of decision made by the functional committee.
D. Makeup of the functional committee and election of its members.
(1) The indexes of 2021 board and functional committees’ performance evaluation are determined based on the operation and needs of the Company and suitable and appropriate for evaluations by the company, subject to reviews of the Compensation Committee.
(2) When electing or nominating members of the board of directors, the Company base its election on the evaluation results of the performance of the board and base its determination of an individual director's remuneration on the evaluation results of his or her performance.
(3) The Company reported the evaluation results in the board meeting held on January 18, 2022, the results will be a reference for enhancing the professional competence of the Board of Directors and had been announced on the company website for investors’ reference.
4. Measures taken to strengthen the functionality and performance assessment of the Board in the current year and the most recent year:
(1) The Audit Committee and the Remuneration and Nomination Committee, composed entirely of independent directors, assist the Board of Directors in carrying out supervisory tasks. The chairperson of each committee reports on their committee’s operations to the board on a regular basis.
(2) "Rules of Procedures for Board of Directors Meeting" are adopted pursuant to the regulations of "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" in the board of directors’ meeting of the Company.
(3) The Company provides its directors and managers with annual liability insurance to cover risks as they carry out their duties, and reviews the insurance coverage on an annual basis to make sure the amount and scope are sufficient to the need.
(4) Committed to upholding operational transparency and protection shareholders’ interests, the company's website has "Investor Zone", "Social Responsibility" and "Corporate Governance" to provide timely information in Chinese and English. Furthermore, important resolutions of the board of directors are announced after each board meeting is held. The Company also participate institutional investor conferences periodically.