Governance

Internal 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 Company executes the performance evaluation in the fourth quarter each year. In 2021, 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”, ”Director members”, “Audit Committee”, “Remuneration Committee” and “Corporate Governance Committee”. Each evaluation is processed separately and the assessment results will be classified into three levels: Exceeding Expectations, Meets Expectations, and Room for Improvement.

 

In 2021, the self-assessment results of the “Board of Directors”, ”Director members”, “Audit Committee”, “Remuneration Committee” and “Corporate Governance 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 quarter Board meeting in 2022 and will be as a reference for members of the Board of Directors and functional committees on their performance, compensation and nomination renewal.

 

External Assessments Evaluated by Taiwan Corporate Governance Association

In 2021, 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 five of the Company's nine directors are independent directors, accounting for more than half of the total board of directors, and more than one-fifth of board of directors is female. All of them are professionals and with rich management experiences. Through the semi-annual strategy meeting, independent directors are invited to discuss the environment and major issues faced by the Company on the Company's "biaxial transformation" strategy, and to form a consensus on major development goals and strategies.

 

The company submitted the evaluation results to the board of directors on February 10, 2022. 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 amendments to the handling procedures for accounting, internal control and audit-related complaints, showing that the company attaches importance to the effectiveness (including trustworthiness) of the reporting system. Please click here to view the external assessment statement from the Taiwan Corporate Governance Association.