Board Members’ Professional Expertise, Independence, and Diversity Policy

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Professional Expertise and Independence of Board Members

The Company has established a “Director Selection Procedure” and adopted a “Candidate Nomination System” to ensure that the nomination and appointment of all Directors are conducted in an open and impartial manner. This process complies with the Company’s Articles of Incorporation, the “Regulations Governing Election of Directors,” the “Corporate Governance Best Practice Principles,” the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and Article 14-2 of the Securities and Exchange Act.

All director candidates must undergo a nomination and qualification review, be approved by the Board of Directors, and be formally elected at the Shareholders’ Meeting.

In accordance with Article 20, Paragraph 3 of the Company’s “Corporate Governance Best Practice Principles,” members of the Board of Directors shall generally possess the knowledge, skills, and character necessary for the performance of their duties. To achieve the Company’s corporate governance objectives, the Board as a whole should possess the following core competencies:

  1. Operational judgment
  2. Accounting and financial analysis
  3. Business management
  4. Crisis management
  5. Industry knowledge
  6. Global market perspective
  7. Leadership
  8. Decision-making
  9.  
NAMETitleProfessional qualifications and experiencePlease see the biographies of the board membersNumber of other public companies where the individual serves as an independent director concurrently
Lin Man-LiChairman
Representative of the corporate director		Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
Wang Ying-Chih

Representative of the corporate director

Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
CHENG,YUAN-CHENG

Representative of the corporate director

Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A
Hsu Yung-Chang

Representative of the corporate director

Please see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
LIN, YI-NANDirectorPlease see the biographies of the board membersThe directors are not related by marriage or within the second degree of kinship.N/A 
Chen Chun-ChiIndependent DirectorPlease see the biographies of the board members

All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
Chou Tsang-Hsien Independent DirectorPlease see the biographies of the board members

All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
WANG LIN-HUI Independent DirectorPlease see the biographies of the board members

All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0
CHEN YANG LIN Independent DirectorPlease see the biographies of the board members

All independent directors meet the following conditions:
1. Meet the provisions set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note 2) promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act.

2. The independent director (or using the name of others), the spouse and minor children do not hold shares in the Company.
3. No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliates in the last two years.

0 

Note 1: A person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he has been appointed as such, he shall certainly be discharged:

  1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  2. Having committed the offense in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  3. Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  4. Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
  5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
  6. Having no or only limited disposing capacity.
  7. Having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.

Note 2:

  1. Not the government, juridical person, or representative thereof elected as per Article 27 of the Companies Act.
  2. No more than three public companies where the individual serves as an independent director concurrently.
  3. There is no one of the following circumstances in the two years before the election and during the term of office:

(1) An employee of the company or any of its affiliates.

(2) A director or supervisor of the company or any of its affiliates.

(3) Director, spouse, minor child thereof, or other natural person shareholders who hold more than 1% of the total issued shares of the Company by nominee arrangement or with top ten ownership.

(4) The manager listed in (1) or the spouse, relatives within the second degree of kinship or direct blood relative within the third degree of kinship of the person listed in (2) and (3).

(5)  A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director of the company under Article 27 of the Company Act.

(6) A majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.

(7) The chairperson, president, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.

(8) A director, supervisor, executive officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.

(9) A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof. However, this does not apply to those who serve as members of the Company’s Remuneration Committee.

Board Diversity Policy

To strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company has incorporated a “Board Diversity Policy” under Article 20, Paragraph 2 of its “Corporate Governance Best Practice Principles.” This policy stipulates that the composition of the Board should be determined based on the Company’s operations, business model, and developmental needs, with appropriate diversity strategies in place. It encourages the evaluation of multiple dimensions of diversity, including but not limited to fundamental composition (such as gender and age), as well as professional knowledge and skills.

The Company has set a target for Board gender diversity, aiming for at least one-third (33%) of Board seats to be held by members of each gender.

The Company places great emphasis on Board diversity and selects Directors with the necessary knowledge, expertise, and character to fulfill their duties. Moving forward, the Company will continue to promote gender equality and actively increase the proportion of female Directors to achieve its diversity goals.

Implementation of Board Diversity

The current Board of Directors is composed of nine members, each possessing professional experience required for listed companies in areas such as business and corporate management, law, finance, accounting, and core business operations. All directors demonstrate strong leadership, decision-making skills, crisis management capabilities, and a broad international market perspective.

Among the four Independent Directors:

  • Mr. Chen Chun-Chi previously served as Secretary-General of the Chinese Professional Baseball League and Director of the Fubon Guardians Baseball Team.

  • Mr. Chou Tsang-Hsien is a partner at Yuan-Heng Law Firm in Taiwan and Quan-Ya Law Firm in Shanghai.

  • Ms. WANG LIN-HUI serves as a Board Member of Taipei City University of Science and Technology.

  • Mr. CHEN YANG LIN is a Senior Consultant at Alliance Management Consulting Corporation.

Among the Non-Independent Directors:

  • Mr. LIN, YI-NAN specializes in finance and accounting and is the Deputy General Manager of the Finance Department at Sanlih E-Television Co., Ltd.

  • Ms. Lin Man-Li, Ms. Wang Ying-Chih, Mr. Cheng Yuan-Cheng, and Mr. Hsu Yung-Chang all have extensive experience in senior management positions, and possess expertise in business operations, industry knowledge, and strategic decision-making.

Title
Chairman
Director
Director
Director
Director
 Independent Director
Name
Lin Man-Li
Wang Ying-Chih
CHENG,YUAN-CHENG
Hsu Yung-Chang
LIN, YI-NAN
Chen Chun-Chi
Chou Tsang-Hsien
 WANG LIN-HUI CHEN YANG LIN
Gender
Female
Female
Male
Male
Male
Male
Male
Female
Male
Nationality
ROC
ROC
 ROC ROC ROC ROC ROC ROC ROC
Age
71~80
51~60
61~70
41~50
51~60
51~60
51~60
61~70
61~70
Term of Independent Director
N/A
N/A
 N/A N/A N/A
3 to 6 years
3 to 6 years
Less than 3 years
Less than 3 years
Concurrent Position as Company Employee
 V
V
Professional Knowledge and Expertise
Business
V
V
V
V
V
V
V
V
V
Finance / Accounting
 V V
Legal
 V
V
Experience and Capabilities Required for Company Operations
V
V
V
V
V
V
V
V
V
Capabilities and Experience
Operational judgment
V
V
V
V
V
V
V
V
V
Accounting and financial analysis
V
V
V
V
V
V
V
V
V
Business management
V
V
V
V
V
V
V
V
V
Crisis management
V
V
V
V
V
V
V
V
V
Industry knowledge
V
V
V
V
V
V
V
V
V
Global market perspective
V
V
V
V
V
V
V
V
V
Leadership
V
V
V
V
V
V
V
V
V
Decision-making
V
V
V
V
V
V
V
V
V

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© 2023 Taroko US Corporation (TRK Corporation)。All Rights Reserved

  • +886 4-3611-8888

  • +886 4-3611-6688

  • trk04690983@gmail.com

© 2023 Taroko US Corporation(TRK Corporation) All Rights Reserved

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