Board Diversity and Independence:
(1) Board of Directors Diversity:
- In accordance with Article 20, Paragraph 3 of the Corporate Governance Code of Practice of the Company, the composition of the Board of Directors shall consider diversity, and formulate appropriate diversity policies based on their own operations, operating patterns and development needs, including but not limited to the following two criteria: 1. Basic conditions and values: gender, age, nationality and culture, etc. 2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry.
- The Company's director diversity policy and related implementation are as follows:
- The 16th Board of Directors of our company consists of nine directors, including four independent directors and five non-independent directors, all of whom are esteemed professionals in their respective industries. Our company places emphasis on gender equality in the composition of the board members, with a target of having more than one-third of the board seats occupied by women directors. Although there are no female directors in the current term, the next Board of Directors will aim to add at least one female director seat and make every effort to increase the number of female directors to more than one-third to achieve the target.
- Term of office of independent directors: The term of office of independent directors of the Company is less than nine years, and in order to maintain the independence of independent directors, the term of office of all independent directors has not exceeded three terms.
- Industry experience: In the information service industry, board members in different professional fields are a very important part of market competition, LIU,SHUI-EN independent directors have professional qualifications as accountants, SHEN,SHANG-HUNG, LIN,MING-SHENG, CHEN,KUAN-PAI independent directors have experience in operational judgment, business management, international market view and risk management and other fields to assist management to make important decisions according to their professional and objective opinions.
(2)Board independence:
- There are 9 directors and 4 independent directors of the Company, accounting for 44% of the board of directors, and independent directors are independent in accordance with the provisions of Articles 3 and 4 of the Measures for the Establishment of Independent Directors of Public Offering Companies and the Matters to be Followed.
- In the event that not half of the directors are related to spouses or second degree relatives (there are no cases stipulated in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act), please refer to pages 16-18 of this annual report: Information on Directors and Supervisors.
- Directors uphold a high degree of self-discipline, and those who have an inter-est in the proposals listed by the board of directors or the legal person they represent shall not participate in the discussion and voting when the board of directors explains the important content of their interests at the current board of directors, if there is a risk of harm to the interests of the company, and they shall abstain from discussion and voting, and shall not exercise their voting rights on behalf of other directors.
Main academic experience information:
Job title | Name | Commence- ment date of first term | Key Education/Work Experience |
Director's legal representative | CHEN,HSIANG-CHUNG |
91.10.11 | The School of Industrial Engineering at Purdue University. Director of WALSIN LIHWA CORPORATION. |
CHEN,HSIANG-LI | 89.03.03 | MBA, Georgetown University, USA General. Chairman of Mercuries & Associates Holding, Ltd. |
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CHEN,WEN-CHU | 97.09.01 | Syracuse Univ. of Finance Master. Horizon Securities Co., Ltd. Senior Manager. |
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CHUNG,CHENG-PING | 102.06.21 | Takming University of Science and Technology Department of Enterprise Management. President of HIPACT TECH. INC. |
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TANG,TE-CHENG | 102.06.21 | National Taipei University of Technology Civil Engineering and Disaster Prevention master's degree. MERCURIES DATA SYSTEMS LTD. Deputy General Manager of Business. |
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Independent Director | SHEN,SHANG-HUNG | 105.06.07 | MBA at College of Emory University. America AT&T Manager. |
LIN,MING-SHENG | 105.06.07 | Juris Doctor, University of California, Hastings School of the Law. GOLDSUN BUILDING MATERIALS CO., LTD. Chairman. Vice President of TAIWAN SECOM CO., LTD |
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LIU,SHUI-EN | 111.06.17 | Master of Accounting Institute of Soochow University. Certified Public Accountant & Director & Chief Operating Officer of Deloitte Touche Tohmatsu Limited. |
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CHEN,KUAN-PAI | 111.06.17 | Master of University of Southern California. Independent Director of TECO IMAGE SYSTEMS CO., LTD. |