Board diversity and independence
(1)Board diversity:
Based on the diversity policy and the aim of strengthening corporate governance and promoting the development of a sound board of directors,
the Company adopts a candidate nomination system for director elections and carefully reviews the qualifications of each nominated candidate,
including education, experience, professional background, ethics, and other professional qualifications. Upon resolution of the board,
a list of candidates is submitted to the shareholders’ meeting for election. An appropriate policy on diversity based on the Company’s business operations,
operating dynamics, and development needs is formulated and includes, without being limited to, the following:
A.Basic requirements and values: gender, age, nationality, and culture.
B.Professional knowledge and skills: ability to make operational judgments; ability to perform accounting and financial analysis;
ability to conduct management administration; ability to manage crises; knowledge of the industry; an international market perspective; ability to lead; ability to make policy decisions.
The Company’s board is composed of nine directors, many of whom have practical experience in business management in listed companies or in management positions within
government agencies. In addition to ability to lead, to conduct crisis management and an international market perspective, three independent directors on the
board possess professional abilities – Independent Director Kuo, Cheng-Hung was the Chairman of Deloitte Taiwan, Independent Director Chen,
Hui-Yu is the President of the Life Insurance Association of the Republic of China, and Independent Director Liu, Heng-Yi is the full-time associate professor of the
International Corporation Cluster at College of Management, Yuan Ze University. Among other non-independent directors, Chairman Hsu, Huan Chin and Director Wang,
Ya-Chun both have worked in the biotechnology industry for many years and possess rich industry knowledge and related management experience; Director Huang,
Chih-Yang is a professional lawyer; Director Chen, Chin-Chi was the Director of Finance in Yunlin County Government; Director Hsu,
Yi-Fang is a practicing accountant of Ting-Li CPA firm. Directors have abilities in marketing, management administration, laws, regulations, finance,
accounting and making operational judgment, and knowledge of the industry.
The specific management goals and achievement of the Company’s board diversity policy are described below:
The Company also pays attention to the gender composition of board members and aims to increase the number of female directors to one-third of the total
number of board members, that is 33%. Currently, male directors account for 78% (7 seats) while female directors account for 22% (2 seats), and the Company is
working on increasing the number of female directors to achieve the goal in the future.
Implementation of the board diversity policy is described below:
(2)Board independence:
The Company’s current board of directors is composed of nine directors, including three independent directors and two directors without shareholding.
The number of independent directors and directors without shareholding accounts for 55% of the total number of board members,
while one director is an employee of the Company, representing 11.11% of the total board members. As of the end of 2024, all independent directors meet the requirements
concerning independent directors provided by the Securities and Futures Bureau, Financial Supervisory Commission, and the relationships provided in Paragraphs 3–4,
Article 26-3 of the Securities and Exchange Act do not exist among all directors and independent directors.
Professional knowledge possessed by directors and their independence:
