InvestmentINVESTMENT

Corporate governance 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:

Name	Title	Nationality	Gender	Age				Term of Independent Director		Serving as employee concurrently	專業知識與技能工
Name	Title	Nationality	Gender	41-50 years old	51-60 years old	61-70 years old	71-80 years old	Over 3 years	3-6 years	Serving as employee concurrently	Ability to make operational judgments.	Ability to perform accounting and financial	Ability to conduct management administration.	Ability to conduct crisis management.	Knowledge of the industry.	An international market perspective.	Ability to lead.	Ability to make policy decisions.
Kuan-Han Chen	Chairman	R.O.C.	Male	√							√	√	√	√	√	√	√	√
Ching-Jen Chen	Vice Chairman		Male				√				√	√	√	√	√	√	√	√
Michael Chen	Director		Male		√						√	√	√	√	√	√	√	√
Hsien-Chueh Hsieh	Director		Male			√				√	√	√	√	√	√	√	√	√
Chih-Chan Chen	Director		Male	√						√	√	√	√	√	√	√	√	√
Huai-Hsin Liang	Director		Male		√						√	√	√	√	√	√	√	√
Yung-Fu Tseng	Independent Director		Male				√		√		√	√	√	√	√	√	√	√
Yung-Chien Wu	Independent Director		Male			√			√		√	√	√	√	√	√	√	√
Wei-Lung Chen	Independent Director		Male			√			√		√	√	√	√	√	√	√	√

The achievement of targets formulated regarding diversification in the abilities of members of the Board of Directors is described as follows:

1. The Company pays attention to diversification in the abilities of members of the Board of Directors. The goal is to achieve at least 80% of the targets set for each ability. The achievement rates of the directors are all 100% with regard to diversification in eight abilities.

2. The current Board of Directors has 9 members, including 6 regular directors and 3 independent directors. The average age of all directors is 61.3.

3. Professional knowledge and skills of regular directors: Composed of members with professional backgrounds, including Post-doctoral Researcher in Food Science and Technology at Cornell University, Master's from the London School of Economics and Political Science, Master's of Commerce from the University of Nottingham, Master's of Laws from Fu Jen Catholic University, Bachelor's from the Department of Electronics, Chung Yuan Christian University; Bachelor's from the Department of Business Administration, National Cheng Kung University, as well as those with other professional skills and industrial experience. Professional knowledge and skills of independent directors: Composed of members with professional backgrounds, including one with a degree of PhD in Law from the University of Washington who retired as President of Shih Hsin University, one who graduated from the Department of Law, National Taiwan University, and who served as the Minister of Justice, one with a Master’s degree from the College of Management, National Taiwan University, who served as the Vice Commissioner of Securities and Futures Bureau, Financial Supervisory Commission and the Chairman of SinoPac Securities, as well as those with other professional skills and industrial experience.

4. The Company’s directors include those with specialized backgrounds and professional practitioners, such as CPAs, attorneys, and professionals in food R&D, finance, and accounting. All members possess professionalism, independence, and diversity, consistent with the structure of the Board of Directors under the Corporate Governance Best Practice Principles.

5. For the policy of diversity for the composition of members of the Board of Directors and its implementation, please see pages 28–29 of the annual report and the Investor Section – Status of Corporate Governance on the Company’s website (at https://www.agv.com.tw).

(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 22.22%, 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 Pages 18–19 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 15 of the annual report (Director Information).

InvestmentINVESTMENT

Corporate governance Corporate governance

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