15.Apr.2021
Board of Directors
Basic information of the board of directors｜Diversity Policy | Succession planning｜Performance evaluation execution status
The company has seven directors, whose terms are three years. They are appointed by the shareholders' meeting who have the capacity to act and are eligible for re-election. Their selection follows the candidate nomination system specified in Article 192-1 of the Company Law.
According to the provisions of Article 14-2 of the Securities and Exchange Act, among the number of directors in the preceding article, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. Regarding the expertise, qualifications, shareholdings, term of office, and Part-time restrictions, nomination and selection methods and other matters that should be followed shall comply with the relevant regulations of the securities regulatory authority.
Board Diversity Policy
Succession planning
The company's directors adopt a candidate nomination system, and each term of office is three years. Unless otherwise provided by laws or articles of association, the election of directors shall be conducted in accordance with the company's "Director Selection Procedures".
The selection of directors of the company should take into consideration the overall configuration of the board of directors. The composition of the board of directors should consider diversity and formulate appropriate diversity policies based on its own operations, operating types and development needs, which should include but not be limited to the following standards:
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.
Members of the company's board of directors should generally possess the necessary knowledge, skills and qualities to perform their duties. Their overall abilities should be as follows:
1. Operational judgment ability.
2. Accounting and financial analysis skills.
3. Operation and management capabilities.
4. Crisis handling capabilities.
5. Industrial knowledge.
6. International market outlook.
7. Leadership skills.
8. Decision-making ability.
Conduct director succession planning through the following methods:
1. The current directors recommend appropriate candidates.
2. Director candidates recommended by shareholders.
3. Use the performance evaluation results of the board of directors as a reference for nominating directors for re-election.
The directors of the company have the necessary work experience in business, legal affairs, finance, accounting or corporate business. In order to continuously improve the board of directors, the company plans at least six hours of refresher courses every year for board members to learn new knowledge and apply it.
Performance evaluation execution status
Basic information of the board of directors
The company has seven directors, whose terms are three years. They are appointed by the shareholders' meeting who have the capacity to act and are eligible for re-election. Their selection follows the candidate nomination system specified in Article 192-1 of the Company Law.
According to the provisions of Article 14-2 of the Securities and Exchange Act, among the number of directors in the preceding article, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. Regarding the expertise, qualifications, shareholdings, term of office, and Part-time restrictions, nomination and selection methods and other matters that should be followed shall comply with the relevant regulations of the securities regulatory authority.
- Basic information of the board of directors
| Title | Country | Name | Gender | Taking office date | Term of office | Concurrent position |
|---|---|---|---|---|---|---|
| President | USA | Frank Chen Representative legal person： 東南實業(股)公司 |
Male | 2022.05.27 | 3 years |
|
| Vice President | R.O.C | 孫正強 Representative legal person： 東南實業(股)公司 |
Male | 2024.07.17 | 3 years |
|
| Director of Board | R.O.C | 李伸一 | Male | 2022.05.27 | 3 years |
|
| Director of Board | R.O.C | 譚家典 | Male | 2022.05.27 | 3 years |
|
| Independent director | R.O.C | 黃仲康 | Male | 2022.05.27 | 3 years |
|
| Independent director | R.O.C | 陳以敦 | Male | 2022.05.27 | 3 years |
|
| Independent director | Canada | Leo Ho | Male | 2022.05.27 | 3 years |
|
Board Diversity Policy
- Board Diversity Policy：
The structure of the board of directors should determine the appropriate number of director seats based on the company's business development scale and the shareholding status of its major shareholders, based on the company's articles of association and practical operational needs. The composition of the board of directors should consider diversity. In addition to the fact that directors who are also company managers should not exceed one-third of the number of directors, appropriate diversification policies should be formulated based on its own operations, operating types and development needs, which should include but are not limited to the following Two major aspects of standards
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background, professional skills and industrial experience, etc.
In order to achieve the ideal goal of corporate governance, board members must possess the professional knowledge, skills, and qualities required to perform their duties in the following categories: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market outlook, and leadership. Ability, decision-making ability. The members of the company's board of directors are selected based on the company's operations, operating type and development needs, and they all have different expertise in various fields. - Current status of achieving diversity on the board of directors：
Members of the Company's Board of Directors generally possess the necessary knowledge, skills and qualities to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole has the following capabilities:：Name Age Operational judgment ability Accounting and financial analysis skills peration and management capabilities Crisis handling capabilities Industry knowledge International market view leadership Decision-making capacity Frank Chen 40-50 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 孫正強 50-60 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 李伸一 80-90 ✔ ✔ ✔ ✔ ✔ ✔ ✔ 譚家典 50-60 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 黃仲康 50-60 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 陳以敦 50-60 ✔ ✔ ✔ ✔ ✔ ✔ ✔ Leo Ho 40-50 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Succession planning
The company's directors adopt a candidate nomination system, and each term of office is three years. Unless otherwise provided by laws or articles of association, the election of directors shall be conducted in accordance with the company's "Director Selection Procedures".
The selection of directors of the company should take into consideration the overall configuration of the board of directors. The composition of the board of directors should consider diversity and formulate appropriate diversity policies based on its own operations, operating types and development needs, which should include but not be limited to the following standards:
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc.
Members of the company's board of directors should generally possess the necessary knowledge, skills and qualities to perform their duties. Their overall abilities should be as follows:
1. Operational judgment ability.
2. Accounting and financial analysis skills.
3. Operation and management capabilities.
4. Crisis handling capabilities.
5. Industrial knowledge.
6. International market outlook.
7. Leadership skills.
8. Decision-making ability.
Conduct director succession planning through the following methods:
1. The current directors recommend appropriate candidates.
2. Director candidates recommended by shareholders.
3. Use the performance evaluation results of the board of directors as a reference for nominating directors for re-election.
The directors of the company have the necessary work experience in business, legal affairs, finance, accounting or corporate business. In order to continuously improve the board of directors, the company plans at least six hours of refresher courses every year for board members to learn new knowledge and apply it.
- Operational situation
| Name | Date | Organizer | Subject | Hours of further study |
| Frank Chen | 2023/7/26 | 社團法人中華公司治理協會 | Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications | 3 |
| 2023/11/27 | 社團法人中華公司治理協會 | Big data analysis and corporate fraud detection and prevention | 3 | |
| 2024/11/18 | 社團法人中華公司治理協會 | Competitiveness vs Viability, ESG Trends and Strategies | 3 | |
| 2024/11/18 | 社團法人中華公司治理協會 | ESG-related legal issues that boards should consider | 3 | |
| 孫正強 | 2024/6/16 | 社團法人台灣投資人關係協會 | Hostile merger-centered on securing management rights | 3 |
| 2024/6/27 | 社團法人中華公司治理協會 | Corporate Governance 3.0 "Sustainability Report" Practical Analysis | 3 | |
| 李伸一 | 2023/5/31 | 財團法人台灣金融研訓院 | Chat GPT’s impact on the financial industry and response strategies |
3 |
| 2023/6/16 | 財團法人中華民國證券暨期貨市場發展基金會 | Introduction and case analysis of short-term trading by company insiders | 3 | |
| 2023/9/23 | 財團法人中華民國證券暨期貨市場發展基金會 | Carbon rights trading mechanism and carbon management application | 3 | |
| 2024/06/26 | 財團法人金融法制暨犯罪防制中心 | Principle of Treating Customers Fairly in the Financial Services Industry | 3 | |
| 2024/8/20 | 社團法人中華民國公司經營暨永續發展協會 | The company's operational weakness or crisis can be told from the financial report | 3 | |
| 譚家典 | 2023/7/13 | 證券櫃檯買賣中心 | Publicity meeting on sustainable development action plans for listed companies | 3 |
| 2023/7/26 | 社團法人中華公司治理協會 | Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications | 3 | |
| 2024/09/10 | 證券櫃檯買賣中心 | Publicity and briefing session on insider equity of listed companies | 3 | |
| 2024/12/17 | 社團法人台灣專案管理學會 | Application of Generative AI and ChatGPT | 3 | |
| 黃仲康 | 2023/7/18 | 財團法人中華民國會計研究發展基金會 | 2023 Transformation Finance and Sustainability Disclosure Seminar | 3 |
| 2023/7/26 | 社團法人中華公司治理協會 | Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications | 3 | |
| 2023/7/31 | 財團法人台灣金融研訓院 | Corporate Governance Forum | 3 | |
| 2023/9/28 | 社團法人中華公司治理協會 | Securities illegal cases and responsibilities of directors and supervisors | 3 | |
| 2023/10/3 | 社團法人中華公司治理協會 | Corporate Governance and Corporate Social Responsibility Development Trends and Model Practices | 3 | |
| 2024/7/9 | 證券櫃檯買賣中心 | Cabinet Buying Family "AI Strategy and Governance" | 3 | |
| 2024/9/10 | 社團法人中華公司治理協會 | Industry 4.0 and how enterprises lead innovation and transformation | 3 | |
| 2024/9/23 | 財團法人台灣金融研訓院 | Corporate Governance Forum | 3 | |
| 陳以敦 | 2023/7/26 | 社團法人中華公司治理協會 | Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications | 3 |
| 2023/11/15 | 台灣數位治理協會 | Management right risk control and independent director system review | 3 | |
| 2024/09/10 | 證券櫃檯買賣中心 | Publicity and briefing session on insider equity of listed companies | 3 | |
| 2024/11/20 | 財團法人台灣金融研訓院 | Practical analysis of business secret protection | 3 | |
| Leo Ho | 2023/2/10 | 社團法人中華公司治理協會 | Competition and Consumer Protection Issues under Digital Economy | 3 |
| 2023/3/10 | 社團法人中華公司治理協會 | Shareholders' Meeting, Proxy Contest and Ownership Strategy | 3 | |
| 2023/7/26 | 社團法人中華公司治理協會 | Vision Forward: Finding Green Opportunities of Zero-Carbon Production Management & Green Energy Applications | 3 | |
| 2023/8/11 | 社團法人中華公司治理協會 | Roles and Responsibilities of the Board of Directors/Senior Management in ESG Governance | 3 | |
| 2024/9/3 | 社團法人中華公司治理協會 | Enterprise innovation and growth fully launched | 3 | |
| 2024/9/24 | 社團法人中華公司治理協會 | AI Applications, Law and Audit | 3 | |
| 2024/10/1 | 社團法人中華公司治理協會 | How the board of directors develops ESG sustainable governance strategies | 3 |
Performance evaluation execution status
- Board performance evaluation method
The company's board of directors adopted the "Board of Directors Performance Evaluation Method" on January 22, 2021, in order to give full play to the self-motivation of board members and improve the function of board operations. The internal board of directors performance evaluation conducts the performance evaluation of the previous year in the first quarter of each year. The evaluation results are reviewed in front of the board of directors in the first quarter of the next year and reported to the board of directors. - Board performance evaluation results:
The indicators for the performance evaluation of the board of directors should be determined based on the company's operations and needs and are consistent with and suitable for the company's performance evaluation, and should be reviewed and made recommendations by the remuneration committee on a regular basis.
The scoring standards can be revised and adjusted according to the needs of the company, and can also be scored in a weighted manner based on each measurement aspect.
When counting the self-evaluation results, the performance self-evaluation scores of the board of directors, each functional committee and board members should be counted separately. The self-evaluation score is the overall average score of all items. The self-evaluation results corresponding to the average score are as follows:
1. Those with an average score of 4.5 points (inclusive) or above will have a self-assessment result of "Excellent".
2. Those whose average score is 4 points (inclusive) and less than 4.5 points, the self-assessment result will be "excellent".
3. Those whose average score is 3 points (inclusive) and less than 4 points will have a self-assessment result of "good".
4. Those whose average score is 2 points (inclusive) but less than 3 points will have a self-assessment result of "to be strengthened".
5. Those whose average score does not reach 2 points will have a self-assessment result of "extremely poor".
- 2023: (Reported to the Board of Directors on February 2, 2024)
The summary results of the self-evaluation of the board of directors' performance appraisal and the self-evaluation of the board members are both excellent.
Self-evaluation results of the members of the Audit Committee: Excellent.
The self-evaluation result of the members of the Salary and Remuneration Committee: Excellent.
