Board of Directors Introduction

The 8th term of the Company’s Board of Directors runs from 111.06.10 to 114.06.09. The Board comprises 7 directors with extensive industry experience, including 4 independent directors, in line with the required number of seats for listed companies. The 4 independent directors respectively specialize in social research, market strategy, financial accounting, and consumer protection, and possess the knowledge, skills, and character required to perform their duties. To strengthen management functions, the Company has established an Audit Committee and a Remuneration Committee under the Board, both composed entirely of independent directors. Chairman 郭國華 has strong management capabilities and extensive experience in business judgment, leading the Company to maximize shareholders’ interests. For the individual curriculum vitae and responsibilities of each director, please refer to the Board members section.

◎ On 104.03.13, the Company amended the “Rules for Election of Directors” to stipulate that, based on the Company’s future development needs, the composition of the Board of Directors shall be appropriately diversified. In view of the Company’s business development scale and practical operational needs, in addition to considering factors such as age, nationality, and culture, the Company will, in accordance with regulatory requirements, appoint at least one director of a different gender and gradually increase such seats to one-third of the Board. After the re-election of directors on 111.06.10, the professional expertise of each director covers law, accounting, medicine, business management, and finance, with diverse professional backgrounds that fully implement the principle of board diversity. Among the 4 independent directors, 2 have professional knowledge in the pharmaceutical industry, accounting for 50% of the independent directors, and 1 independent director with professional expertise in accounting and finance accounts for 25% of all independent directors.

◎ Members of the Board of Directors shall generally possess the knowledge, skills, and character necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board as a whole shall have the following capabilities:
1. Operational judgment capability. 2. Accounting and financial analysis capability. 3. Business management capability. 4. Crisis management capability. 5. Industry knowledge. 6. International market perspective. 7. Leadership. 8. Decision-making capability.

◎ The Company has 7 directors in total, including 4 independent directors, and the proportion of independent directors is 57%. At least two independent directors have not served more than three consecutive terms. All independent directors maintain independence when performing their duties, have no conflicts of interest with the Company, and concurrently serve as members of the Audit Committee. They are responsible for supervising the fair presentation of the Company’s financial statements, the appointment and dismissal, independence, and performance of the certifying CPA, the effective implementation of the Company’s internal control, the Company’s risk management mechanisms, and the Company’s compliance with relevant laws and regulations.