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Board Regulations

Board Performance Evaluation

The Company has formulated the “Board Performance Evaluation Rule”, which was resolved by BOD in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies in 2016. Since 2016, every year the Board members and the divisions in charge of organizing meetings conducted a self-evaluation of the Board’s performance on five areas, namely, involvement in the Company’s operations, improvement in the Board’s decision making, the Board’s structure and organization, the selection and further training of the Board members as well as internal control. The Company's " Board Performance Evaluation Rules " has been amended by the Board meeting in 2018 that the Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.

The Company shall be conducted Self-Evaluation of Performance of the Functional Committees included Audit Committee and Remuneration Committee and Sustainability Committee of sat up in 2019. Since 2016 to 2020 the performance of the Board was evaluated as “Excellent” every year, which indicates the improvement in the Board’s effectiveness.

The Company has appointed EY Transaction Advisory Services Inc. in 2020 to conduct an external evaluation. The team members include Fu Wenfang, Zeng Yuzhe, Gao Xuhong and Hong Guosen. The external evaluation institution or panel of external experts and scholars shall be professional, independent and have no business dealings with the Company. They have expertise in sustainable development, risk management and corporate governance related fields. The external evaluation method included reviewing relevant information of Board of Directors and Functional Committees, communication, filling in questionnaires, interview and identifying issues. Review contents included board structure and processes, board composition, legal entity and group structure, roles and responsibilities, behavior and culture, director training and development, oversight of control functions, and oversight of reporting disclosure and performance.

EY Transaction Advisory Services Inc. submitted the evaluation report to the Company as board operation recommendation in Jan 2021. The evaluation results and recommendations are going to be reported to the Remuneration Committee meeting and the Board meeting in 24 of March 2021. When nominating Directors and remuneration paid to Directors, the Company can reference the evaluation results of the performance of individual Directors.

The report stated that the Company's board evaluation levels comprised three main areas, Structure, People, and Process and Information, levels are respectively benchmark, advanced and benchmark.

There are four main recommendations, the Company will take improvement action in appropriate time, as following:

  1. Set up functional committees other than statutorily required committees for instance nomination committees and risk management committees.
  2. Strengthen the diversity of directors.
  3. Enhance director attendance in person rates at Board meetings.
  4. Invite the directors of not company's employee to operation meeting for instance annual operating budget meeting and R&D project meeting.

The Company implement project as following as above recommendations, established the Sustainability Committee on 12 of Nov,2020, strengthen board structure, assess necessary of risk management committees and nomination committees; re-election of directors will carefully review the nominated candidate list to strengthen directors diversity . The Company will plan to the directors of not company's employee participate in operation meeting and initiatives invite the directors to attend Board meeting in person.


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