パフォーマンス評価

Performance Evaluation of the Board and Functional Committees

 

(1)Internal Performance Evaluation 

Self-evaluation 

Evaluation cycle

Evaluation period

Scope of evaluation

Method of

evaluation

Evaluation contents

Once a year

 

2023.10~

2024.09

Board of Directors
  • The self-evalution is conducted by members of board of directors and each functional committee.
  • The process is administrated by the secretariat of the Corporate governance and nomination committee.
  • The level of participation in the company's operation/Directors' sense of duty and level of participation in the company's operation
  • Enhancing the quality of board decision-making/grasp of the company's goals and tasks as well as the management and communication of internal relations
  • Composition and Structure of the board of directors
  • Appointment of Directors and Continuing Education
  • Internal Control

Individual Directors

Audit Committee
  • The level of participation in the company's operation
  • Understanding of the responsibilities of functional committees
  • Improving the decision-making quality of functional committees
  • Composition and appointment of functional committee members
  • Internal Control

Remuneration Committee
  • The level of participation in the company's operation
  • Understanding of the responsibilities of functional committees
  • Improving the decision-making quality of functional committees
  • Composition and appointment of functional committee members

Corporate governance

and nomination committee

Sustainability and risk management committee

 

The "Board Performance Evaluation Measures" were approved by the Board of Directors on October 29, 2019. They stipulate that performance evaluations will be conducted annually for the "Board of Directors," "Board Members," "Audit Committee," "Compensation Committee," "Corporate Governance and Nomination Committee," and "Sustainability and Risk Management Committee." The evaluation results are categorized into three levels: Exceeding Standards, Meeting Standards, and Needs Improvement.

 

The self-evaluation results of the company's "Board of directors", "Audit committee", "Remuneration committee", "Corporate governance and nomination committee" and "Sustainability and risk management committee" in 2024 are all above the standard, and there are no major improvement items. The evaluation results has been reviewed at the first Board meeting in 2025 the board of directors reports to the directors and serves as a reference for the performance, remuneration and nomination for renewal of members of the board of directors and functional committees.

 

 

(2)External Performance Evaluation

External Evaluation

Evaluation cycle

Evaluation period

Scope of evaluation

Method of

evaluation

Evaluation contents

Once every 3 years

2023.09~

2024.08

Board of Directors

Evaluation was conducted by online self-assessment questionnaire and field visit.

Taiwan Corporate governance Association was entrusted to evaluate the effectiveness of the external board of directors in eight aspects, including composition, guidance, authorization, supervision, communication, internal control and risk management, self-discipline and support system.

 

 

The performance evaluation of the company's board of directors will be conducted at least once every three years by an external professional independent organization or a team of external experts and scholars. In 2024, the company commissioned the "Taiwan Corporate Governance Association" to conduct an external board effectiveness assessment. This assessment will evaluate five major dimensions: the composition and division of labor of the board of directors, the guidance and supervision provided by the board, the authorization and risk management by the board, the communication and collaboration within the board, and the self-discipline and continuous improvement of the board. The assessment results will be reported to the board of directors on February 13, 2025.

 

Reasons why external agencies and evaluation committees are independent:

The Taiwan Corporate Governance Association is neither a related party to the company nor engaged in any business relationship that could affect its independence. The evaluation participants and their second-degree relatives do not hold positions of significant influence in the company, nor do they have direct or indirect financial interests in the company or receive any gifts from it.

 

The evaluation and recommendations issued by the Taiwan Corporate Governance Association (TCGA):

The Taiwan Corporate governance Association (TCGA) has no business dealings with the company and maintains its independence. According to its evaluation report, four of the company's directors are independent directors, accounting for half of the total board seats, while female directors make up one-third of the board. All directors are professionals with extensive experience in business management. The chairman of the board respects the diverse expertise of the directors, fostering an open atmosphere during board meetings. Additionally, the board conducts a pre-meeting one day prior to the official board meeting for the exchange of opinions, effectively exercising its leadership function. The company holds semi-annual strategy meetings where the management team reports to and exchanges insights with board members. These meetings focus on the company's mid- to long-term goals and development strategies, covering topics such as capacity planning, equity investments, technology development, and ESG-related issues. Additionally, board members are invited to external conferences arranged by the company, fostering in-depth interaction and discussions on the company's short-, medium-, and long-term sustainability goals. This enhances the board's role in strategic guidance. The performance evaluation criteria for senior managers (including the CEO) are set based on the company's long-term development strategy, incorporating financial and ESG performance indicators, with the establishment of clawback provisions. This effectively incentivizes the team to pursue the company’s long-term interests, laying the foundation for sustainable development. In 2021, an external professional independent organization was commissioned for the first time to conduct a performance evaluation of the board of directors. The evaluation results were reported to the board, and improvement plans have been developed and gradually implemented in response to the recommendations from the previous external evaluation.

 

 

Recommendations

Improvement planning
In the organizational structure chart disclosed in the company's annual report, a "Chief Compliance Counsel for Antitrust Laws" is established under the Audit Committee to respond to the needs arising from past phased tasks. However, given the increasingly diverse and complex legal environment faced by the company's operations today, it is recommended that your company consider changing this title to one that more appropriately reflects the current compliance functions.

On February 13, 2025, the board of directors reported the evaluation results to the directors. Based on TCGA’s recommendations, the board will use these insights to continuously enhance its functions. Suggested improvements include increasing the visibility of the stakeholder section and Audit committee mailbox disclosure and reviewing the title of the company’s current antitrust compliance legal advisor to ensure broader coverage of today's complex regulatory environment.

 

  • Adjusted 'Antitrust Law Compliance General Counsel' to 'Legal Compliance General Counsel'.
  • Revealed stakeholder and audit committee email addresses, enhanced data hierarchy, and consolidated into a dedicated section.

The company has established a stakeholder section and an Audit Committee email on its website. However, the current disclosed location is relatively difficult to find. It is recommended that your company review