Board of Directors
INVESTOR RELATIONS
The Board convened 8 times during FY2024. Attendance details are as follows:
Independent Director Oversight:
- Matters governed by Article 14-3 of the Securities and Exchange Act:
The Company has established an Audit Committee. Relevant matters are reviewed by the Audit Committee before being submitted to the Board for resolution.
- Other matters objected to or reserved by Independent Directors:
As of this fiscal year, there were no Board resolutions opposed or reserved by Independent Directors that were recorded or accompanied by a written statement.
Director Recusal Due to Conflict of Interest:
In accordance with regulations, directors abstained from voting on matters involving personal conflicts of interest:
- Board Meeting Date: December 23, 2024
- Proposal 1: General Manager Compensation Adjustment
- Recused: Director Chih-Fu Chen
- Result: Approved without objection
- Proposal 2: Executive Promotion Plan
- Recused: Directors Chih-Fu Chen, Kuang-Yun Chen, Tzu-Sung Chang
- Result: Approved without objection
Board Self-Evaluation
The Company has not yet implemented a formal board (or peer) evaluation mechanism. Future adoption will align with regulatory developments and business needs.
Board Effectiveness Measures
To enhance governance and oversight, the Company:
- Adopted Rules of Procedure for Board of Directors Meetings to formalize procedures and strengthen board functions.
- Ensures all meetings follow these rules.
- Delegates executive compensation review to the Remuneration Committee, which provides recommendations to the Board.
Employee and Director Remuneration Policy
According to the Company’s Articles of Incorporation, if pre-tax profit (excluding employee and director/supervisor remuneration) remains after offsetting prior losses, the Company shall allocate 3%–10% of the surplus as employee remuneration, which may be distributed in cash or shares, as approved by the Board. Eligible recipients may include employees of the parent or subsidiaries. Additionally, up to 3% of the surplus may be allocated as director remuneration, subject to Board approval.
If accumulated losses exist, the surplus must first be used to offset those losses before allocating remuneration. Final distributions are reported at the shareholders’ meeting.
Accrual Basis and Adjustment Treatment
Remuneration amounts are accrued based on the percentages specified in the Articles and are approved by the Board and submitted to shareholders. If there is a difference between the accrued and actual distribution amounts, the variance is treated as a change in accounting estimate and adjusted in the following year’s financial results.
FY2024 Actual Distribution (Approved on April 1, 2025)
- Director Remuneration: NT$2,603,549
- Employee Remuneration: NT$13,373,392
- All distributions were made in cash. No stock-based employee remuneration was issued; thus, the share-based portion of total remuneration and after-tax profit was 0%.
FY2023 Actual Distribution
Employee and director remuneration amounts were distributed in full as originally accrued, with no discrepancies.