Corporate Governance
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Diversity of Board Members
To strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the company's board of directors passed a revised "Corporate Governance Best Practice Principles" on April 30, 2020. The revised principles stipulate that the composition of the company's board of directors should consider diversity. In addition to limiting directors who concurrently serve as company managers to no more than one-third of the board seats, the board should formulate an appropriate diversification strategy based on its own operations, business model, and development needs. This should include, but is not limited to, the following two aspects:
- Basic conditions and values: gender, age, nationality, and culture, etc.
- Professional knowledge and skills: professional background (such as law, accounting, finance, marketing, or technology), professional skills, and industry experience.
The specific management objectives of the Company's board member diversity policy and the achievement status in fiscal year 2024 are summarized below:
- Our company emphasizes the independence and diversity of our board members. Regarding independence, we aim for at least three independent directors, representing no less than one-fifth (inclusive) of the board seats. As of 2023, we had four independent directors, accounting for four-sevenths of the board seats. Furthermore, we aim for directors who also serve as company employees to not exceed one-third (inclusive) of the board seats; currently, only one director holds this position. In summary, both independence objectives have been achieved.
- Regarding basic conditions and values, the company aims to have at least one-third of the board seats held by each gender. Currently, there is one female director among the seven board members (including independent directors).
- In terms of professional knowledge and skills, the company aims for its board members to possess multiple areas of expertise, including finance or accounting, law, business management, and industry knowledge. Currently, the board of directors is composed of members with all the necessary professional qualifications.
The Company's Ninth Board of Directors currently comprises seven members, including three general directors and four independent directors. Of the three general directors, one is an individual director and the other two are corporate directors, all of whom possess professional experience and skills related to company operations. Of the four independent directors, Zhou Huizheng and Zhu Shumei both have accounting and finance backgrounds, Chen Qizhen and Zhang Yongfu possess the professional academic backgrounds required for company operations, and Xu Libing has a legal background. In addition, one director is an employee of the Company, representing 14% of the board, and one female director, who serves as a corporate representative, also represents 14% of the board. Regarding the distribution of directors' terms of service, there are four directors (including independent directors) with terms of service of less than three years, and three directors (including independent directors) with terms of service of four to nine years. Regarding the distribution of directors' ages, as of the end of 2024, there is one director (including independent directors) aged 41 to 50, five directors (including independent directors) aged 51 to 60, and one director (including independent directors) aged 61 and older.
The implementation status of the diversification of the company's board of directors in fiscal year 2024 is shown in the table below:
| Diversification Core Projects Director's Name |
Category | Basic components | Professional knowledge and skills | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country of Citizenship | Gender | Concurrently employed by the company | Age | Independent Directors Term of office |
Has more than five years of work experience and the following professional qualifications | ||||||||
| 41 to 50 years old | 51 to 60 years old | 61 years and older | Less than 3 years | Years 3 to 9 | 9 years or more | Lecturer or above in public or private colleges and universities with relevant majors in business, law, finance, accounting, or corporate operations. | Judges, prosecutors, lawyers, accountants, or other specialized professionals and technicians who have passed national examinations and obtained certificates required for business operations. | Work experience required in business, legal, finance, accounting, or corporate operations | |||||
| Chen Weichen | director | Republic of China | male | ✓ | ✓ | ✓ | ✓ | ||||||
| Representative of Guojing Enterprise Co., Ltd.: Chen Jianquan | director | Republic of China | male | ✓ | ✓ | ✓ | |||||||
| Representative of Guohuan Enterprises Co., Ltd.: Chen Qizhen | director | Republic of China | male | ✓ | ✓ | ✓ | |||||||
| Xu Libing | Independent Directors | Republic of China | male | ✓ | ✓ | ✓ | ✓ | ||||||
| Zhang Yongfu | Independent Directors | Republic of China | male | ✓ | ✓ | ✓ | ✓ | ||||||
| Zhou Huizheng | Independent Directors | Republic of China | male | ✓ | ✓ | ✓ | ✓ | ||||||
| Zhu Shumei | Independent Directors | Republic of China | female | ✓ | ✓ | ✓ | ✓ | ✓ | |||||
