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On August 27, 2012, the company’s board of directors passed the Performance Evaluation Measures and Procedures of the Board of Directors and Managers for implementing corporate governance and improving the efficiency of the board of directors. Performance evaluation of the internal board of directors is performed once a year, and performance evaluation of the external board of directors is performed at least once every three years by an external professional and independent organization or a team of external experts and scholars, and annual performance evaluation is performed at the end of each year.

Subject Download
2019 Performance Appraisal for Directors and Professional Managers 
2019 Performance Appraisal for Accountant
2018 Performance Appraisal for Directors and Professional Managers 
2018 Performance Appraisal for Accountant
2017 Performance Appraisal for Directors and Professional Managers
2017 Performance Appraisal for Accountant
2016 Performance Appraisal for Directors and Professional Managers
2016 Performance Appraisal for Accountant
2015 Performance Appraisal for Directors and Professional Managers
2015 Performance Appraisal for Accountant

 

 

Performance Evaluation Measures and Procedures of the Board of Directors and Managers

In November 2019, the Company outsourced the external institution - Taiwan Institute of Ethical Business and Forensics - to carry out a board performance evaluation between the period of January 1, 2019 and December 31, 2019. The institution assigned 3 evaluation experts to carry out the evaluation with 4 aspects targeted: professional duties and functions, decision-making effectiveness, internal control and, corporate social responsibility as well as 22 index indicators. The evaluation of the effectiveness of the board was carried out in the form of questionnaires and on-site assessment. The institution and execution experts are independent and have no business engagements with the Company. The institution submitted the evaluation report on February 19, 2020 and the Company will report the results at the board of directors meeting on March 23, 2020 and seek improvements.

The institution's overall evaluation, recommendations and the Company's implementations on improvements are as follows:

1. Overall Evaluation

(1) The board’s professional duties and functions, and decision-making effectiveness:
There are 4 independent directors on the board and with the participation of multiple professional directors; diverse opinions were received. All members of the board have stated that there are adequate opportunities for discussion at meetings.
(2) The board’s supervision on the Company’s internal control:
As the Company sells products to international customers all over the world; there are high demands on labor rights as well as environmental regulation compliance. The Company ensures that it complies with relevant laws and regulations.
(3) Attitude towards corporate social responsibility:
The Company has established a Corporate Social Responsibility (CSR) Committee for carrying out CSR. The Committee reports significant issues relating to CSR at the board of directors’ meetings on an annual basis. The Company uses the deep connection of corporate social responsibility and daily business events to implement its CSR.

2. Recommendations/ Improvements

(1) Gradually enhance the correlation between the directors’ and managers’ remuneration and performance.
It is recommended that the Company review the existing remuneration system so that remuneration and performance have reasonable correlation, ensuring efficient reflections of duties and responsibilities of directors and managers, and at the same time, motivating their performances. Based on the recommendation, the Company will carry out a comprehensive review of the existing remuneration system according to the recommendations so that the remuneration and performances have reasonable correlation - this will be completed before the end of 2020.
(2) Adjustment of reporting methods and establishment of a reporting hotline
It is recommended that the company should adjust its responsible units for reporting cases of illegal or unethical conduct to the Audit Committee or Audit Department in order to strengthen the independence of these responsible units; entrusting an independent external institution may also be considered for providing a dedicated email address or reporting hotline for overall reporting. Based on the recommendation, the Company will adjust its responsible units for reporting to the Audit Committee or Audit Department - this will be completed before the end of 2020.
(3) Deeper connection of corporate social responsibility and daily business events
The Company should make deeper connections between corporate social responsibility and daily business events, reaching the goal of corporate social responsibility while pursuing profit. External consultants to be considered in the future to increase the diversity of the CSR Committee, helping innovative thinking. Based on the recommendation, the Company will gradually complete the improvements.
(4) For those independent directors who have served for 3 terms, the disclosure for nomination reasons must be strengthened
It is recommended that the company should strengthen the criteria for nomination of each and every nominated independent director such as: professional ability or industrial experience as well as the beneficial key skills they can bring to the company, etc./ Based on the recommendation, if there is any independent director who has served for 3 terms in the next board re-election, the Company will strengthen the criteria for nomination.
(5) Future operational development strategies
The directors and the board of directors of the Company have recently focused on discussions regarding operating development strategies. The Company’s board is also to consider the feasibility of evaluating internal and external growth, as well as the benefits and risks of horizontal integration, vertical integration, or diversification. / The Company's directors have high regards towards the future operational development strategies and most of them come from a professional investment background, providing effective recommendations on investment benefits and risks assessment. Given the wide scope of operational development strategies, the relevant investment assessments will be enhanced in the future.