Governance

Performance Evaluation of the Board and Functional Committees

The Company's Board of Directors has approved the "Methods to Evaluate Performance of the Board of Directors" on January 25, 2017. The members of the Board of Directors and functional committees and the responsible departments for Board of Directors meetings has processed internal performance evaluation on the “Board of Directors”, “Audit Committee”, and “Remuneration Committee”.

 

The scope of the assessment of the Board of Directors includes 45 indicators that fall under five aspects: level of participation in Company operations, enhancing quality of decision-making from the Board, composition and structure of the Board, nomination of Directors and continuing education as well as internal control. The scope of the assessment of the Audit Committee and Remuneration Committee include 23 and 19 indicators respectively that also fall under five aspects: level of participation in Company operations, Duties understanding of the functional committees, enhancing quality of decision-making from the functional committees, composition and nomination of the functional committees as well as internal control. Performance evaluation on the “Board of Directors”, “Audit Committee”, and “Remuneration Committee” were processed respectively and the assessment results will be classified into three levels: Exceeding Expectations, Meets Expectations, and Room for Improvement.


In 2019, the self-assessment results of the “Board of Directors”, “Audit Committee”, and “Remuneration Committee” were rated as "Exceeding Expectations" and no material improvement items were found. The evaluation results will submit to the Board of Directors in the first Board meeting in 2020 and will be as a reference for members of the Board of Directors and functional committees on their performance, compensation and nomination renewal. At the same time, the company also referred to the directors' recommendations, and at the end of 2019, the board of directors approved the establishment of a corporate governance committee to establish an appropriate and adequate functional committee.

 

External Assessments Evaluated by Taiwan Corporate Governance Association

In 2018, the Company has commissioned Taiwan Corporate Governance Association to carry out an external assessment of the Board’s efficacy, especially with regard to eight aspects of the Board: composition, leadership, authority, supervision, communication, internal control and risk management, self-discipline and supportive systems. The assessment is carried out through an online questionnaire and site visits.


The Taiwan Corporate Governance Association (TCGA) and its assessment experts have no business dealings with the company and are independent. Its report shows that the members of the board of directors of the Company have taken into account professionalism, independence and diversity, and the number of independent directors is over half. The attendance rate of various meetings during the evaluation period reached 100%. The board of directors supervises the managerial department to plan and implement sustainability-related issues, and leads the industry to establish a position of Chief Sustainability Officer.


The general evaluation concluded that the board of directors of the Company has three characteristics: active implementation of sustainable governance, in-depth participation in business management, and a high degree of self-discipline. The company submitted the evaluation results to the board of directors on January 28, 2019. The board of directors based on the recommendations of the TCGA as a reference for continuing to improve the functions of the board of directors, including the decision to perform the performance evaluation of the functional committee from 2019. Please click here to view the external assessment statement from the Taiwan Corporate Governance Association.