The Eighth Term Board of Directors
The Eighth Term Board of Directors| Title | Nationality | Name | Gender/Age | Education/Work Experience | Other Positions |
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| Chairman | ROC | Chih-Hung Ouyang | Male Age 51~60 |
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| Director | ROC | Chang chun Investment Co. Ltd. Representative Chih-Chuan Chen | Male Age 61~70 |
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| Director | ROC | Chin-Huo Huang | Male Age 71~80 |
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| Director | ROC | LARGOU MORI CO. LTD. Representative: Shen-Hao Cheng | Male Age 61~70 |
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| Independent Director | ROC | Lewis Lee | Male Age 61~70 |
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| Independent Director | ROC | Chih-Poung Liou | Male Age 61~70 |
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| Independent Director | ROC | Jih-Ching Chiu | Male Age 61~70 |
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| Independent Director | ROC | Keng-Shin Lin | Male Age 51~60 |
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Note 1: A directors election was held during the annual general meeting on May 31, 2023 and one independent director was added.
Note 2: There is 1 director concurrently serving as a manager of the Company, accounting for 12.5%.
Continuing Education of Directors in 2024
Brogent handles continuing education of the Board of Directors in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." Directors received a total of 52 hours of continuing education in 2024, on average each director received 6.50 hours of continuing education, which continues to improve the Board's understanding of regulatory changes and emerging issues, strengthens directors' overall competencies, and improves corporate governance results.
Note 2: There is 1 director concurrently serving as a manager of the Company, accounting for 12.5%.
Continuing Education of Directors in 2024
Brogent handles continuing education of the Board of Directors in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." Directors received a total of 52 hours of continuing education in 2024, on average each director received 6.50 hours of continuing education, which continues to improve the Board's understanding of regulatory changes and emerging issues, strengthens directors' overall competencies, and improves corporate governance results.
Title | Name | Organizer | Course Name | Date | Hours |
| Chairman | Chih-Hung Ouyang | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Director | Changchun Investment Co. Ltd. Representative: Chih-Chuang Chen | Taiwan Institute for Sustainable Energy | The history of the sustainable development concept | 113/04/18 | 1 hour |
| Taiwan Corporate Governance Association | Financial consumer protection, treat clients fairly and financial friendly, and taking the issue of financial discrimination against people with disabilities as an example | 113/05/09 | 1 hour | ||
| Taiwan Institute for Sustainable Energy | Sustainable finance: GRI, TCFD, TNFD, IFRS S1/S2 and Sustainable insurance | 113/05/30 | 1 hour | ||
| Taiwan Corporate Governance Association | IFRS17 management issues and practical case studies | 113/07/26 | 1.5 hours | ||
| IFRS17 management issues and practical case studies | 113/08/08 | 1.5 hours | |||
| Gender equality obligations of enterprises under the ESG framework | 113/09/18 | 1 hour | |||
| Leading enterprise growth with enterprise performance management | 113/10/01 | 3 hours | |||
| Director | Chin-Huo Huang | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Director | LARGOU MORI CO. LTD. Representative: Shen-Hao Cheng | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Independent Director | Lewis Lee | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Independent Director | Chih-Poung Liou | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Independent Director | Jih-Ching Chiu | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Independent Director | Keng-Shin Lin | Taiwan Corporate Governance Association | Understanding related-party transactions and non-arm's length transactions from practical cases | 113/10/21 | 3 hours |
| Labor dispute prevention and corporate governance including gender equity education act | 113/10/21 | 3 hours | |||
| Total hours of courses taken by all board members | 52 hours | ||||
Performance Evaluation of the Board of Directors
| Evaluation cycle | Evaluation period | Scope of evaluation | Evaluation method | Evaluation items | Evaluation results | Date reported to the Board of Directors |
| Once a year | January 1, 2024 to December 31, 2024 | Board of Directors Individual Board members | Annual Self-Assessment Questionnaire for Directors Remuneration Committee | Includes attendance in Board meetings, understanding before meetings and participation in discussions of proposals during meetings, interaction with the management team, compliance with laws and best practice principles, continuing education of corporate governance-related courses, understanding of the Company, management team, and industry, and other items designated by the competent authority or Board of Directors. | Exceeds standards | January 17, 2025 |
Diversity of the Board of Directors:
Based on the policy of diversification and strengthening of corporate governance in order to promote the sound development of the Company’s board composition and structure, the nomination of candidates for directors of the Company shall be adopted the candidate nomination system in accordance with the provisions of the Company's Articles of Incorporation. Each candidate’s academic qualifications, work experience, professional background, integrity or relevant professional qualifications, and others are evaluated and considered. After the Board of Directors passed the resolution, the proposed nominees will be submitted to the Shareholders Meeting for election. With regard to the board composition, it is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.
In addition, the Company has, based on its own operations, operational patterns and developmental needs, formulated appropriate diversification policies including but not limited to the following:
A.Basic conditions and value: gender, age, nationality and culture.
B.Professional knowledge and skills: operational judgment capability, accounting and financial analysis capability, business management capability, risk management capability, industry knowledge, international market outlook, leadership capability, and decision-making capability.
The current Board of Directors of the Company consists of eight directors. The specific management objectives of the board diversity policy and their achievement status are as follows:
Based on the policy of diversification and strengthening of corporate governance in order to promote the sound development of the Company’s board composition and structure, the nomination of candidates for directors of the Company shall be adopted the candidate nomination system in accordance with the provisions of the Company's Articles of Incorporation. Each candidate’s academic qualifications, work experience, professional background, integrity or relevant professional qualifications, and others are evaluated and considered. After the Board of Directors passed the resolution, the proposed nominees will be submitted to the Shareholders Meeting for election. With regard to the board composition, it is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.
In addition, the Company has, based on its own operations, operational patterns and developmental needs, formulated appropriate diversification policies including but not limited to the following:
A.Basic conditions and value: gender, age, nationality and culture.
B.Professional knowledge and skills: operational judgment capability, accounting and financial analysis capability, business management capability, risk management capability, industry knowledge, international market outlook, leadership capability, and decision-making capability.
The current Board of Directors of the Company consists of eight directors. The specific management objectives of the board diversity policy and their achievement status are as follows:
| Diversity management objectives | Achievement status |
| The number of independent directors exceeds one third of the board seats. | Done |
| It is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats. | Done |
| The independent directors shall not hold office for more than 3 terms. | Done |
| Adequate and diverse professional knowledge and skills. | Done |
The implementation status of the board diversity policy is as follows:
Core of diversify Name | Basic composition | Professional background | Professional knowledge and capabilities | ||||||||||||||||
| Nationality | Gender | Employee | Age | seniority of independent directors (less than 3 years) | Accounting | Industry | Finance | Technology | Law | Operational judgment capability | Business management capability | Leadership and decisionmaking capability | Risk Management capability | Industry knowledge | International Market outlook | ||||
| 51~60 | 61~70 | 71~80 | |||||||||||||||||
| Director | Chih-Hung Ouyang | ROC | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Chang chun Investment Co. Ltd. Representative: Chih-Chuan | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||
| Chin-Huo Huang | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||
| LARGOU MORI CO., LTD Representative CHENG SHENHAO | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Independent director | Lewis Lee | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Chih-Poung Liou | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Jih-Ching Chiu | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Keng-Shin Lin | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||