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Corporate Governance

Succession Plan for Board of Director Members

The 31st meeting of the 8th Board approved revisions to our "Charter of the Corporate Governance Nominating Committee" on October 16, 2019, which stipulates the succession plans for directors. The Corporate Governance Nominating Committee under the Board is responsible for reviewing the diversified backgrounds of independent directors, non-independent directors, and managerial officers in terms of professional and technical knowledge, past experiences, and gender as well as standards of independent directors' impartiality, and using these criteria to seek out, assess, and nominate candidates to serve as directors, independent directors, and managerial officers, moreover, it is also responsible for planning the composition of the Board and its functional committees, and reviewing the succession plans for directors and managerial officers.

The diversification policy of board member composition

The appropriate diversification standards for the Board should be set according to operations, mode of operation, and development needs, including but not limited to the standards listed on the right side :

  • Basic qualifications and values : gender, age, nationality, and culture.
  • Level of contribution to businesses or in other professional areas.
  • Personality, professional expertise and skills. Professional expertise and skills include professional backgrounds (such as in finance, accounting, legal practice, marketing, technology, business management, and so on), as well as professional skills and industry experience.
  • Willingness and time to participate in corporate affairs.
  • Concurrent director and manager positions held at other companies.

Overall capabilities of board members

  • Operational insight capabilities.
  • Accounting and financial analysis capabilities.
  • Management capabilities.
  • Crisis management capabilities.
  • Industry knowledge.
  • International outlook.
  • Leadership and decision-making ability.

In order to maintain the professional and experience inheritance of the members of the board of directors, the Corporation plans the succession of directors through the following methods

  • Constantly seek out potential candidates for Corporation directors.
  • Invite appropriate external institutes or consultants to propose suitable director candidates.
  • Invite current directors to recommend suitable candidates.
  • Consider director candidates recommended by shareholders.
  • Use result of Board performance assessments as a reference when nominating directors for reappointment.

When a director candidate list has been obtained according to the preceding methods, the same shall be placed within the Corporation's potential director database, which shall be submitted to the Board for review where appropriate, and serve as a reference for planning succession candidates for directors.

The Corporation's directors are elected in line with the Corporation's "Rules for the Election of Directors" and "Regulation for Nominating of Director Candidates", and the candidates of overall board of directors are deployed in accordance with the Corporation's diversification policy and succession plan of the "Charter of the Corporate Governance & Nominating Committee" and overall capabilities of board members, and also in reference to the result of Board performance assessments. The election of directors of the Corporation adopts a candidate nomination system, which is nominated by the board of directors or a shareholder holding 1% or more of the total issued shares of the Corporation. The board of directors and shareholders consider the professional background and professional skills of the directors before nomination. When directors are re-elected, the majority shareholders also recommend candidates from their talent list in accordance with relevant qualifications, and the board of directors will consider relevant suggestions and discuss the nominations in accordance with the Corporation 's diversification policy and succession plan. In the selection of the Chairman, the majority shareholder would also follow the key points of selection, management and assessment as the guide before recommendation, comprehensively evaluate, review and confirm the qualifications and relevant experience of the Chairman candidate, and meet the needs of the Corporation's operations and can take on important responsibilities, which strictly follow the highest principle of appointing candidate based on talents and acting as the Chairman of succession plan, the President is also appointed in accordance with the above principles. The election of the members of the 10th board of directors of the Corporation was completed on May 25, 2023, and the term is for 3 years, from May 25, 2023 to May 24, 2026, the first board meeting of 10th board was held on the same day to elect Chairman, and current Chairman Yao-Chung Chiang are renewed. In addition, the Corporation also cultivates senior management to be familiar with the operation of the board of directors, arranges for them to attend the board of directors to increase experience, and to expand their participation in various operating units and work rotation experience.

The Corporation plans annual training courses for directors in accordance with changes in external and internal environmental conditions and development needs to enhance the professional knowledge of new and returning directors and strengthen Board capabilities. For more information, please refer to the Director Training Status page.