Investment

Corporate governance

Diversity and Independence of Board of Directors:

(1) Diversity of Board of Directors:

According to Article 19 of the Company’s “Corporate Governance Best-Practice Principles,” the Company’s Board shall direct the Company’s strategies, supervise the management, and be responsible to the Company and shareholders. The various procedures and arrangements under its corporate governance system shall ensure that, in exercising its authority, the Board will comply with laws, regulations and the Company’s Articles of Incorporation, or the resolution rendered by a shareholders’ meeting.

The Board of Directors shall have members of diverse backgrounds. The Board of Directors shall formulate appropriate and diverse strategies based on how the Board works, type of operation, and development needs, including but not limited to the following two aspects:

1. Basic requirements and values: Gender, age, nationality, and culture.

2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience.

Members of the Board of Directors shall possess the necessary knowledge, skills, and experience for performing their duties. To achieve the ideals and goals of corporate governance, members of the Board of Directors must possess the following abilities:

1. Ability in operational judgment.

2. Ability to perform accounting and financial analysis.

3. Ability to conduct management administration.

4. Ability to conduct crisis management.

5. Knowledge of the industry.

6. An international market perspective.

7. Ability to lead.

8. Ability to make policy decisions.
The Company’s current Board of Directors consists of nine directors. The specific management goals under the Board diversity policy and achievement thereof are stated as follows:

Management goals	Achievement
Directors holding the position as the Company’s managers shall be no more than one-third of the whole directors.	Achieved
Independent directors shall not be reelected for three terms of office	Achieved
Diversified professional knowledge and skill	Achieved
Independent directors accounting for one-third of the whole directors	Achieved

Status of the Board member diversity policy:

Title	Chairman	Vice Chairman	Director				Independent Director
Name	Kuan-Han Chen	Ching-Jen Chen	Michael Chen	Hsien-Chueh Hsieh	Chih-Chan Chen	Huai-Hsin Liang	Yung-Fu Tseng	Yung-Chien Wu	Wei-Lung Chen
Gender	Male	Male	Male	Male	Male	Male	Male	Male	Male
Nationality	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Age	51-60	81-90	51-60	61-70	51-60	51-60	81-90	71-80	61-70
Term of Independent Director							3-6年	3-6年	3-6年
Also an employee of the Company				√	√
Professional background	Food science and technology	Business management	Economics	Business management	Business management	Commerce	Legal practitioner	Legal practitioner	Finance
Professional knowledge and skills
Commerce	√	√	√	√	√			√	√
Technology
Finance/Accounting	√		√		√	√	√		√
Law						√	√	√
Marketing	√	√			√
Information security				√
Others							√	√	√
Abilities and experience
Leadership	√	√	√	√	√	√	√	√	√
Decision-making	√	√	√	√	√	√	√	√	√
An international market perspective.	√	√	√	○	√	√	√	√	√
Knowledge of the industry.	√	√	√	√	√	√	√	√	√
Financial management	√	√	√	○	√	√	○	√	√
Production and manufacturing	√	√	○	√	√	○	○	○	○
Business development	√	√	○	○	√	○	○	○	○
Risk management/Crisis management	√	√	√	√	√	√	√	√	√
Environmental sustainability	○	○	○	○	○	√	○	√	√
Social engagement	√	○	○	○	√	√	√	√	√

√ means possessing the ability; ○ means possessing part of the ability

(2)Independence of Board of Directors:

The Company’s current Board of Directors consists of nine directors (including three independent directors). The directors with the employee status account for 11.11%, and the independent directors account for 33.33%. No such circumstances as referred to in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act exist among the directors or independent directors. The independent directors all satisfy the FSC’s requirements about independent directors. For the independence of the Company’s Board of Directors, please refer to Page 23–26 of the annual report (Disclosure of information about directors’ professional qualifications and independent directors’ independence). For the information about directors’ educational background and working experience, please refer to Page 19-20 of the annual report (Director Information).

Investment

Corporate governance

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