Board Diversity


The Board of Directors Members



 Board Competencies

       The Company's directors bring expertise from various fields such as industry, finance, and management.
       To achieve optimal corporate governance, Article 20 of the "Corporate Governance Best Practice Principles"
       outlines two main standards that the Company's operations, business model, and development should adhere
       to
        A. Basic Qualification and Values: Gender, age, nationality, and culture, among others.
        B. Professional Knowledge and Skills: Professional background (e.g., Law, Accounting, Industry, Finance,
            Marketing, or Technology), professional skills, and industry experience, among others.

       In addition to the aforementioned criteria, members of the Board of Directors should generally possess the
       knowledge, skills, and professional acumen necessary to carry out their duties. To achieve the ideal goal of
       corporate governance, the Board of Directors should collectively possess the following capabilities:
        A. Operational Judgment Capability.
        B. Accounting And Financial Analysis Capability.
        C. Management Capability.
        D. Crisis Management Capability.
        E. Industry Knowledge.
        F. International Market Insight.
       G. Leadership Capability.
       H.Decision-Making Capability.


 Specific Management Objectives and Achievements

       The current Board of Directors of the Company consists of 7 directors, including 3 Independent Directors and 4 regular directors. Currently, there is only one female director on the board, which does not meet the one-third threshold. This is mainly due to the nature of the industry. Moving forward, the Company will actively seek female candidates with professional qualifications and strengthen career planning and development for female executives to increase the pool of future female board candidates.



 Implementation of the Diversity Policy for Board Members


    There is 1 director who is also an employee, accounting for 14%; 3 independent directors, accounting for 43%; and 1 female director, accounting for 14%.


 
 Major Board Resolutions in 2025 
Board Meeting DateContent of the motionResolution
  2025/03/11  1.The Company's internal control system effectiveness evaluation and internal control system statement for the year ended December 2024.
2.The Company's amendment to the "Corporate Charter".
3.The Company's amendments to internal control-related regulations (Payroll Cycle).
4.Intend to reconfirm the process and general policy of prior consent for Assurance-related Non-Assurance Services and list of Non-Assurance Services for Ernst & Young Taiwan and its affiliates.
5.The case of the change and remuneration of the Company's certified public accountant.
6.Evaluating the independence and suitability of the Certified Public Accountant for the Company for 2025.
7.The Company's Business Report and Financial Statements in 2024.
8.The Company Report on the Distribution of Employee Bonus and Directors' Remuneration in 2024.
9.The Company's application for a bank guarantee facility for the first domestic issuance of secured convertible bonds.
10.The company's planned issuance of the first domestic secured convertible bond financing.
11.The Company’s plan to subscribe to the cash capital increase of its subsidiary Ping Ho Materials Technology Co., Ltd.
12.Comprehensive re-election of the Company’s directors.
13.The nomination of directors (including independent directors) candidates.
14.The acceptance period for shareholder proposals and nominations.
15.Release the prohibition on the Company's newly appointed Directors from participation in competitive business.        16.Proposing the date, venue, purposes of convening, and related matters for the 2025 Annual Shareholders' Meeting of the Company.
For Proposal 8,chairperson and director Mr. Ming-Yang Wu recused himself in accordance with the law and did not participate in the discussion or voting of this matter. Independent Director Chi-Shan Hung was designated to serve as acting chairman.
Directors Ming-Jen Hung, Ming-Cheng Chung, Chin-Lan Huang,President Hung-Chieh Huang,and Assistant Vice President Yi-Sheng Chen recused themselves in accordance with the law and did not participate in the discussion or voting of this matter.The remaining proposals, upon inquiry by the Chairman with the other three attending directors, were approved without objection.
2025/05/121.The Company's Consolidated Financial Statements for the first quarter of the year 2025.
2.The Company's Profits Distribution in 2024.
3.The Company's cash dividend distribution of earnings for the year 2024.
The proposal has been passed without objection by all attending directors upon inquiry by the chairman.
2025/06/251.The case of electing the Chairman.Director Hung Ming-Jen proposed that Director Wu Ming-Yang continue to serve as Chairman of the Board.
The proposal has been passed without objection by all attending directors.
2025/07/041.Appointment of the members of the third Remuneration Committee for the Company.
2.Appointment of the members of the second Sustainability Development Committee for the Company.
The proposal has been passed without objection by all attending directors upon inquiry by the chairman.
2025/08/081.The Company's Consolidated Financial Statements for the second quarter of the year 2025.
2.The Company's case on the definition and scope of "grassroots employees".
3.The Company's adjustment of the organizational structure.
4.The revision of certain provisions of the Company's "First Domestic Secured Convertible Bond Issuance and Conversion Regulations".
5.The Company’s amendments to internal control-related regulations (Director, Functional Committee, and Manager Performance Evaluation and Remuneration Method, Sustainability Development Committee Charter).
6.The Company’s 2024 Sustainability Report.
7.The Company's application for a credit limit from the bank.
The proposal has been passed without objection by all attending directors upon inquiry by the chairman.
2025/11/051.The Company's Consolidated Financial Statements for the third quarter of the year 2025.
2.The Company's amendments to internal control-related regulations (Sustainable Development Best Practice Principles, Level of Authority Table).
3.The Company's application for a credit limit from the bank。
The proposal has been passed without objection by all attending directors upon inquiry by the chairman.
2025/12/231.The Company's Budget and Operational Plan for the Year 2026.
2.The Company's Audit Plan for the year 2026.
3.The Company's amendments to internal control-related regulations (Procedures for Handling Material Inside Information and Prevention of Insider Trading Management Operating Procedure, Procedures for Ethical Management and Guidelines for Conduct).
4.The Company's proposal to establish the "Nomination Committee Charter."
5.The Company's establishment of the Nomination Committee and appointment of its members.
6.Review the Company's "Remuneration Committee Charter" and the "Director, Functional Committee, and Manager Performance Evaluation and Remuneration Method".
7.The remuneration for the Directors and Managers of the Company.
8.The Company's Manager Year-End Bonus for the Fiscal Year 2025.
The proposal has been passed without objection by all attending directors upon inquiry by the chairman.