Board of Directors Operations
In fiscal year 2024, the Board of Directors convened 5 meetings in total (A). The attendance of directors (including independent directors) is as follows:
| Title | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) | Remarks |
| (B / A) | |||||
| Chairman | 郭國華 | 5 | 0 | 100% | |
| Director | 洪榮利 | 4 | 1 | 80% | |
| Director | 詹漢山 | 5 | 0 | 100% | |
| Independent Director | 林立偉 | 5 | 0 | 100% | |
| Independent Director | 林志聰 | 5 | 0 | 100% | |
| Independent Director | 黃俊農 | 5 | 0 | 100% | |
| Independent Director | 林能暉 | 5 | 0 | 100% |
Performance Evaluation
◎ To strengthen corporate governance and enhance the functions of the Board of Directors, the Company established the “Board Performance Evaluation Procedures” on 2017.12.14. The procedures stipulate that board members shall conduct annual self-evaluations. According to statistics, the average self-evaluation score of board members in fiscal year 2024 exceeded the “90-point” benchmark and was reported to the Board of Directors on 2025.03.07.
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content and Results | |
| Conducted Once Annually |
2024.01.01 to 2024.12.31 |
Board of Directors |
Board of Directors Internal Self-Evaluation |
A. Degree of participation in company operations – Excellent. | |
| B. Enhancement of board decision-making quality – Excellent. | |||||
| C. Board composition and structure – Excellent. | |||||
| D. Selection and continuing education of directors – Excellent. | |||||
| E. Internal control – Excellent. | |||||
| Board Members |
Board Members Internal Self-Evaluation |
A. Understanding of company goals and missions – Excellent. | |||
| B. Awareness of directors’ responsibilities – Outstanding. | |||||
| C. Degree of participation in company operations – Excellent. | |||||
| D. Internal relationship management and communication – Excellent. | |||||
| E. Directors’ professionalism and continuing education – Excellent. | |||||
| F. Internal control – Outstanding. | |||||
| Functional Committees |
Functional Committees Internal Self-Evaluation |
A. Degree of participation in company operations – Excellent. | |||
| B. Awareness of functional committee responsibilities – Excellent. | |||||
| C. Enhancement of functional committee decision-making quality – Excellent. | |||||
| D. Composition and member selection of functional committees – Excellent. | |||||
| E. Internal control – Excellent. | |||||
Board Resolutions
| Date | Main Agenda | Resolution |
| 2025.03.07 | Item 1: Proposal for the allocation of employee and director remuneration for fiscal year 2024, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be reported to the shareholders’ meeting. |
| Item 2: The Company’s financial statements for fiscal year 2024, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and, after audit and certification by CPAs 徐惠榆 and 葉芳婷 of PwC Taiwan, will be submitted to the shareholders’ meeting for approval. | |
| Item 3: The Company’s business report for fiscal year 2024, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 4: Proposal for profit distribution for fiscal year 2024, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be submitted to the shareholders’ meeting for approval. | |
| Item 5: Proposal for capitalization of earnings and issuance of new shares, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be submitted to the shareholders’ meeting for discussion. | |
| Item 6: The Company has completed the self-assessment of internal controls for fiscal year 2024 and plans to issue the Statement on Internal Control System, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 7: Report on the competency assessment of the appointed CPAs, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 8: Assessment of the independence of the signing CPAs, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 9: Proposal to appoint CPAs 徐惠榆 and 葉芳婷 of PwC Taiwan as auditors of the Company’s financial statements for fiscal year 2025, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 10: Proposal to amend certain articles of the Company’s Articles of Incorporation, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be submitted to the annual shareholders’ meeting for discussion. | |
| Item 11: Proposal to adjust directors’ travel allowances, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 12: Proposal regarding personnel appointment and remuneration for the Company’s Vice President, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 13: Proposal to define the scope of the Company’s non-management employees, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 14: Proposal for the comprehensive re-election of directors, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be submitted to the annual shareholders’ meeting for election. | |
| Item 15: Proposal regarding matters related to convening the 2025 Annual General Meeting of Shareholders, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| 2025.05.09 | Item 1: The Company’s financial statements for the first quarter of fiscal year 2025, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. |
| Item 2: Proposal to engage PwC Taiwan to conduct the audit and certification of the Company’s financial statements and corporate income tax return for fiscal year 2025, provide English translation of financial statements, and handle matters related to salary information of non-management employees, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 3: Proposal to renew the Company’s Directors and Officers Liability Insurance for fiscal year 2025, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 4: Submission of the Company’s 2024 Sustainability Report, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 5: Review of matters related to the nomination of three director candidates and four independent director candidates by the Board of Directors and shareholders, as well as term descriptions, submitted for deliberation. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors and will be submitted to the annual shareholders’ meeting for election. | |
| 2025.07.08 | Item 1: Proposal to formulate the issuance of new shares through capitalization of earnings for fiscal year 2024 and to set the record date for ex-rights share distribution, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. |
| Item 2: Proposal to set the record date and payment date for ex-dividend cash distribution from earnings for fiscal year 2024, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| 2025.08.05 | Item 1: The Company’s financial statements for the second quarter of fiscal year 2025, submitted for review. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. |
| Item 2: Proposal to establish the Company’s “Corporate Value Enhancement Plan”, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 3: Proposal to amend the Company’s “Internal Control System”, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| 2025.11.07 | Item 1: The Company’s financial statements for the third quarter of fiscal year 2025, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. |
| Item 2: Proposal to establish the Company’s “Succession Planning for Board Members and Key Management”, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 3: To strengthen corporate governance, reinforce corporate social responsibility, and promote sustainable operations, proposal to establish the “Sustainable Development Committee”, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. | |
| Item 4: Proposal for the nomination and appointment of members of the first “Sustainable Development Committee”, submitted for discussion. | Except for directors who recused themselves due to conflicts of interest, this proposal was approved as presented upon inquiry and unanimous consent of the remaining attending directors. Chairman 郭國華 was appointed as convener, Director 郭宙育 and Independent Director 林能暉 as committee members, with the term lasting until the expiration of the current board term. | |
| Item 5: Proposal to amend the Company’s “Procedures for Reporting Unethical Conduct”, submitted for discussion. | This proposal was approved as presented upon the chair’s inquiry and unanimous consent of all attending directors. |