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Home / Governance / Board of Directors / Board Performance Evaluation
The Company commissioned the Taiwan Corporate Governance Association (TCGA) to conduct an external evaluation of the Board’s performance. The evaluation period covered December 1, 2022, to November 30, 2023.
This evaluation was conducted based on eight key dimensions, including:
Board Composition
Board Guidance
Board Empowerment
Board Oversight
Board Communication
Internal Control and Risk Management
Board Self-Discipline
Other aspects such as Board meetings and support systems
A structured evaluation questionnaire was designed in accordance with these dimensions to assess the effectiveness of the Company’s board governance. The evaluation was conducted through a combination of questionnaires and on-site interviews.
The Taiwan Corporate Governance Association issued the Board Performance Evaluation Report on January 29, 2024. The association maintains independence from the Company and has no business relationship with it.
The Company has taken the improvement recommendations provided in the report as a reference for the ongoing enhancement of Board functions. These recommendations were reported to the Board of Directors on February 5, 2024.
The Chairman of the Board demonstrates respect for the professional expertise of directors and seeks the opinions of independent directors in advance of major issues or projects, ensuring thorough communication. Sufficient information is provided to the Board in advance of meetings, allowing for active discussion of agenda items. Board members have direct communication channels with the management team. Overall, the culture of Board meetings is well-established and constructive.
Among the nine members of the Board, four are independent directors, accounting for more than one-third of the Board. Two of the directors are female, reflecting both professional and gender diversity. Board members possess expertise and practical experience in fields such as business, finance, accounting, law, and industry, forming a skills composition that supports the Company’s operational growth and business development.
In November 2023, the Company established a Sustainability Development Committee under the Board. The committee is composed of two independent directors, two internal directors (who concurrently serve as President and Executive Vice President), and the Chief Advisor. Four working groups were formed under the committee: Environmental Protection, Social Responsibility, Corporate Governance, and Risk Management. The Risk Management group is responsible for enterprise-wide risk oversight, and the Company has established relevant risk management policies and procedures.
The Company has established a Remuneration Committee to assist the Board in supervising compensation and evaluation systems. It is recommended that the Company incorporate ESG objectives into the performance indicators for senior management and link these indicators to remuneration, to further advance the Company’s sustainability goals.
Although the Company has disclosed a Whistleblower and Complaint Mailbox under the “Integrity and Ethics” section of its official website, a robust whistleblower mechanism should prioritize direct communication with the Board of Directors, especially with independent directors. It is recommended that the Company establish a reporting channel that allows independent directors (or the Audit Committee) to receive reports simultaneously, thereby strengthening the whistleblower mechanism.
The Board has shown increasing focus on corporate governance evaluations. It is recommended that the Company further enhance the timeliness and accuracy of disclosures on its official website and in annual reports, in order to improve transparency and enable stakeholders to access key governance information. This would also contribute to improved corporate governance evaluation rankings.
In response to the recommendations, the Company has implemented the following concrete improvement measures:
Linking Compensation with Performance
To strengthen corporate governance and enhance the connection between performance evaluations and the compensation of directors and managerial officers—while ensuring transparency, reasonableness, and institutionalization—the Company established the “Regulations for Compensation and Performance Evaluation of Directors and Managerial Officers” on January 15, 2024.
Enhancement of the Whistleblower Mechanism
The Company has disclosed a “Whistleblower and Complaint Mailbox” on the “Ethical Corporate Management” section of its official website and has added a dedicated mailbox for the Audit Committee, thereby creating a reporting channel that allows the Audit Committee to receive reports simultaneously. This further strengthens the whistleblower mechanism.
Improving Timeliness and Accuracy of Website and Annual Report Disclosures to Enhance Governance Transparency
The Company will continue to optimize the information disclosure process on its website and in its annual report to ensure the timeliness and accuracy of disclosures and to enhance corporate governance transparency.