Board Diversity and Independence
(1) Board Diversity
The Company’s current Board of Directors consists of five directors and two supervisors. The composition of the Board primarily considers experience relevant to the Company’s industry and business management. Among them, three members (including directors and supervisors) are female, demonstrating a diverse Board structure.
Such diversity enables Board members to provide professional insights from different perspectives, thereby enhancing the Company’s operational performance and management effectiveness.
(2) Board Independence
There are no circumstances among the directors, among the supervisors, or between directors and supervisors that fall under Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act. In addition, there are no spousal relationships or familial relationships within the second degree of kinship among them.
The Board of Directors is convened by the Chairman, who also serves as the chair of the meetings. However, the first Board meeting of each term shall be convened by the director who received the highest number of voting rights at the shareholders’ meeting, and the chairperson of such meeting shall be assumed by that convening director. If there are two or more such directors, one shall be elected among them to act as the chairperson.
In the event that the Chairman is on leave or unable to perform his/her duties, the Vice Chairman shall act on his/her behalf. If there is no Vice Chairman, or if the Vice Chairman is also unable to perform such duties, the Chairman shall designate a managing director to act on his/her behalf. If no managing director is appointed, a director shall be designated. If no such designation is made, one managing director or director shall be elected among themselves to act as the proxy.
Remuneration Committee
The Committee shall exercise the care of a prudent administrator and faithfully perform the following duties, and submit its recommendations to the Board of Directors for discussion. However, recommendations regarding the remuneration of supervisors shall be submitted to the Board only where such remuneration is specified in the Company’s Articles of Incorporation or authorized by a resolution of the shareholders’ meeting:
- To establish and periodically review the policies, systems, standards, and structure for the remuneration of directors, supervisors, and managerial officers (including transportation allowances for directors and supervisors).
- To periodically evaluate and determine the remuneration of directors, supervisors, and managerial officers (including transportation allowances for directors and supervisors).
- In performing the aforementioned duties, the Committee shall adhere to the following principles:
(1) The performance evaluation and remuneration of directors, supervisors, and managerial officers shall take into account the prevailing standards in the same industry and among listed companies, and shall reasonably reflect the relationship between individual performance, the Company’s operating performance, and future risks.
(2) The remuneration structure shall not encourage directors or managerial officers to engage in activities that exceed the Company’s risk tolerance for the purpose of pursuing remuneration.
(3) The proportion of bonuses for short-term performance and the timing of payment of variable remuneration for directors and senior managerial officers shall be determined with due consideration to industry characteristics and the nature of the Company’s business.
The remuneration referred to in the preceding paragraphs includes cash compensation, stock options, profit-sharing shares, retirement benefits or severance payments, various allowances, and other incentive measures of substantive value. The scope shall be consistent with the regulations governing remuneration disclosure for directors, supervisors, and managerial officers under the “Regulations Governing Information to be Published in Annual Reports of Public Companies.”
When discussing the Committee’s recommendations, the Board of Directors shall comprehensively consider the amount of remuneration, payment methods, and the Company’s future risks.
If the Board of Directors does not adopt or modifies the Committee’s recommendations, such resolution shall require the attendance of at least two-thirds of all directors and the approval of a majority of the attending directors. The resolution shall include a comprehensive explanation as to whether the approved remuneration is more favorable than the Committee’s recommendations, taking into account the factors mentioned above.
If the remuneration approved by the Board is more favorable than that proposed by the Committee, the differences and reasons shall be clearly recorded in the minutes of the Board meeting. In addition, within two days from the date of approval, the Company shall make a public disclosure and filing on the information reporting website designated by the competent authority.
