Performance Evaluations of the Board and Functional Committees

Board and Functional Committees Performance Evaluation

type

evaluation 

periods

evaluation

cycles

evaluation scopemethod of evaluationevaluation content
External2022.01.01
-
2022.12.31
every three yearsBoard of DirectorsAn independent professional external team, taking into account each company’s stage of development, conducts a desk review of the Board of Directors’ operations and engages in on-site interviews and interactions with board members. The team assists the company in periodically examining the effectiveness of the Board’s functions and jointly identifying opportunities for enhancement that best reflect the company’s culture and distinctive characteristics while aligning with the company’s phased development objectives.
  • Board Composition and Division of Responsibilities
  • Board Guidance and Oversight
  • Delegation of Authority and Risk Management
  • Board Communication and Collaboration
  • Board Self-Discipline and Continuous Improvement

Internal

2025.01.01
-
2025.12.31
Once a yearBoard of DirectorsBoard of Directors
  • Participation in the Company’s operations
  • Improvement of the Board’s decision-making quality
  • Composition and structure of the Board of Directors
  • Election and continuing education of directors
  • Internal control, supervision by the Board of Directors, and risk management
  • The Company’s sustainable operation
2025.01.01
-
2025.12.31
Once a yearIndividual Board membersMutual Evaluation by Directors
  • Alignment of the Company’s goals and missions
  • Awareness toward Directors’ Duties and Fulfillment
  • Participation in the Company’s operations
  • Internal relationship management and communication
  • Directors’ professionalism, self-discipline and continuing education
  • Internal control
2025.01.01
-
2025.12.31
Once a yearAudit CommitteeSelf-evaluation by independent directors
  • Participation in the Company’s operations
  • Awareness toward functional committees’ duties
  • Improvement of functional committees’ decision-making quality
  • Composition of the functional committee, and election and continuing education of members
  • Internal control
2025.01.01
-
2025.12.31
Once a yearRemuneration CommitteeSelf-evaluation by members
  • Participation in the Company’s operations
  • Awareness toward functional committees’ duties
  • Improvement of functional committees’ decision-making quality
  • Composition of the functional committee, and election and continuing education of members
2025.01.01
-
2025.12.31
Once a yearCorporate Governance & Nominating CommitteeSelf-evaluation by members
  • Participation in the Company’s operations
  • Awareness toward functional committees’ duties
  • Improvement of functional committees’ decision-making quality
  • Composition of the functional committee, and election and continuing education of members
2025.01.01
-
2025.12.31
Once a yearSustainability & ERM CommitteeSelf-evaluation by members
  • Participation in the Company’s operations
  • Awareness toward functional committees’ duties
  • Improvement of functional committees’ decision-making quality
  • Composition of the functional committee, and election and continuing education of members

Results of the Performance Evaluation of the Board of Directors and Functional Committees

Self-evaluation

5

Board Performance Self-Evaluation (Maximum Score: 5)

4.98

Individual Director Performance Self-Evaluation (Maximum Score: 5)

100%

Committee Members’ Satisfaction by Evaluation Item

The Company has completed the Board performance self-evaluation for 2025. The assessment results are scheduled to be reported to the Board in March 2026 and will serve as the basis for review and improvement.


The overall average score of the Board’s self-evaluation was 5.00 out of 5, and the overall average score of the individual directors’ self-evaluations was 4.98 out of 5, indicating sound Board operations. The self-evaluation results of the Audit Committee, Remuneration Committee, Corporate Sustainability and Risk Management Committee, and Corporate Governance and Nomination Committee showed 100% satisfaction across all measurement items among all committee members.

External evaluation

The Rules for Performance Evaluation of the Board of Directors and Functional Committees were approved and adopted by the Board on August 12, 2021. In 2022, the Company engaged an independent external professional organization, the Taiwan Investor Relations Association (TIRA), to conduct the external performance evaluation of the first-term Board of Directors. In 2025, the Company will engage an independent external professional organization, the Taiwan Corporate Governance Association (TCGA), to conduct the external performance evaluation of the second-term Board of Directors.

evaluation

periods

2024.07.01 - 2025.06.30( Second term of the Board)
On-site Evaluation Date2025.08.07
Name of the external professional institution conducting the evaluationTaiwan Corporate Governance Association 
Reasons for the independence of the external institutionThe Taiwan Corporate Governance Association is not a related party of the Company, nor does it have a commercial relationship that affects independence. None of the participants and their relatives within the second degree of kinship has a direct or indirect financial interest relationship with or accepts gifts from the Company.
Evaluation methods (such as questionnaires or onsite visits)An independent professional external team, taking into account each company’s stage of development, conducts a desk review of the Board of Directors’ operations and engages in on-site interviews and interactions with board members. The team assists the company in periodically examining the effectiveness of the Board’s functions and jointly identifying opportunities for enhancement that best reflect the company’s culture and distinctive characteristics while aligning with the company’s phased development objectives.
Criteria (content and items)
  • Board Composition and Division of Responsibilities
  • Board Guidance and Oversight
  • Delegation of Authority and Risk Management
  • Board Communication and Collaboration
  • Board Self-Discipline and Continuous Improvement
Estimated Date to Report Evaluation Results to the Board2026.03.06

evaluation

periods

2022.01.01 - 2022.12.31( First term of the Board)
On-site Evaluation Date2023.01.11- 2023.01.17
Name of the external professional institution conducting the evaluationTaiwan Investor Relations Association (TIRA)
Reasons for the independence of the external institutionThe Taiwan Investor Relations Association is not a related party of the Company and has no business relationship that would impair independence. The participating personnel and their relatives within the second degree of kinship do not hold positions with significant influence at the Company. They also have no direct or indirect financial interests with the Company and have not accepted gifts.
Evaluation methods (such as questionnaires or onsite visits)The evaluation was conducted using three methods: (1) review of Company-provided documents and public disclosures; (2) a self-evaluation questionnaire designed by the Association in accordance with applicable regulations and incorporating the guidance under the Corporate Governance 3.0 — Sustainable Development Roadmap; and (3) on-site interviews.
Criteria (content and items)
  • Board Composition and Professional Development
  • Quality of Board Decision-Making。
  • Board Operational Effectiveness
  • Internal Control and Risk Management
  • Board Involvement in Corporate Social Responsibility
Reporting Date for the Evaluation Results to the Board2023.02.23

Recommendations and improvement plans are as below (Second term of the Board):

Recommendation
Improvement plan
Recommend establishing a channel for independent directors (or the Audit Committee) to concurrently receive material whistleblowing reports, to further strengthen the whistleblower mechanism.Plan for the Chief Audit Executive to report regularly to the independent directors
Establish the New Director Orientation and Training ProgramPlan to formulate the Guidelines for the New Director Induction Training Program to further enhance the completeness of the Company’s corporate governance framework.

Recommendations and improvement plans are as below (Frist term of the Board):

Recommendation
Improvement plan
The Board shall include at least one female director or at least one director with legal expertise.The second-term Board has planned to include female director nominees and nominees with legal expertise, in line with the Board’s diversity objectives.
The Committee should comprise a majority of independent directors.The Company is considering whether to establish a Nomination Committee.
Establish a full-time Corporate Governance Officer positionThe Company will further evaluate whether to appoint a dedicated Corporate Governance Officer.
With reference to Audit Quality Indicators (AQI), the Company assessed the independence and suitability of the signing CPAs and disclosed the results in the annual report.The original plan has been scheduled for disclosure in the annual report to be presented at the shareholders’ meeting.
Invest resources to support domestic cultural development.The Sustainable Development Best Practice Principles have been amended, and an action plan has been formulated.