Board of Directors

On October 8, 2015, the Company’s Board of Directors approved the establishment of the " Corporate Governance Code of Practice." In Chapter 3, "Enhancing Board Functions," the principles outline a diversity policy. The nomination and selection of Board members adopt a candidate nomination system. In addition to assessing the qualifications of each candidate's education and experience, the process considers the opinions of stakeholders and adheres to the " Election of Directors" and the " Corporate Governance Code of Practice" to ensure the diversity and independence of Board members.

According to the Company’s " Corporate Governance Code of Practice ," the composition of the Board of Directors shall take diversity into account. The Board is required to formulate an appropriate diversity policy based on its operational practices, business model, and development needs, including but not limited to the following two main criteria:

1.     Basic Attributes and Values: Gender, age, nationality, and cultural background.

As of the date of this Annual Report, the Company’s current Board of Directors consists of seven members: three independent directors and four non-independent directors, all of whom are distinguished figures from industry and academia. Currently, 86% (6 members) of the Board are male and 14% (1 member) are female, which does not meet the regulatory guideline recommending that no gender should account for less than one-third of the Board seats.

The current gender imbalance primarily stems from a focus on candidates' professional competencies, industry experience, and the overall functional makeup of the Board during the nomination process, which has resulted in a relatively low number of female directors.

To enhance gender diversity on the Board, the Company will continue to implement the following measures:

◎ Incorporate gender diversity considerations into the director nomination policy to strengthen the principle of gender balance;

◎ Actively expand the pool of female director candidates, including both external professionals and internal potential talents;

◎ Gradually increase the proportion of female directors to improve gender representation in future board elections, aiming to achieve the target of at least one-third representation for either gender.

The Company will continue to strengthen board diversity to enhance decision-making quality and the effectiveness of corporate governance.

2.     Professional Knowledge and Skills: Professional backgrounds (e.g., law, accounting, industry, finance, marketing, or technology), professional expertise, and industry experience.

As of the date of this annual report, among the members of the Company’s 15th Board of Directors, two directors are Company employees, accounting for 29%, and there are three independent directors, accounting for 43%. In terms of age distribution: three directors are aged 51–60, three are aged 61–70, and one is aged 71–80. Two independent directors have served for less than 3 years, while one independent director has served for more than 9 years.

All directors and independent directors possess diverse industry backgrounds and professional expertise in areas such as business management and finance. Directors with knowledge of the healthcare industry and related sector experience include Director Chen Chi-Hung, Director Yang Houng-Pei, Director Kuan Hsin-Pao, and Independent Director Chang Chin-Tung. Directors with expertise in information technology include Director Chen Chi-Hong, Director Yang Houng-Pei, Director Kuan Hsin-Pao, Director Shen Sheng-Lung, and Independent Director Chou Kuang-Jen. Independent Director Chu Hsuan-Lien has had a long-standing academic background, which has been highly beneficial to the Company’s operations.

Management Objectives Achieved:

1.    The number of directors concurrently serving as the Company's managerial personnel does not exceed one-third of the total number of board seats.

2.    Independent directors account for more than one-third of the total board seats.

3.    There are no spousal or second-degree kinship relationships among the directors (including independent directors).

4.    The board includes directors of both genders.。

Note: Independent Director Huang Chin-Fa passed away on January 24, 2024. A by-election was held at the 2024 shareholders' meeting, and Ms. Chu Hsuan-Lien was elected as the new independent director.

Independence of the Board of Directors:

As of the date of this annual report, the Company’s Board of Directors consists of seven members, including three independent directors, with independent directors accounting for one-third of the board (43%). All independent directors meet the requirements set forth by the Securities and Futures Bureau of the Financial Supervisory Commission regarding independent directors. Furthermore, there are no circumstances as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act among the directors (including independent directors), and no directors have spousal or second-degree kinship relationships with one another.

Professional Qualifications of Directors:

Note 1: All independent directors meet the criteria for independence, including but not limited to: whether the individual, their spouse, or relatives within the second degree of kinship serve as a director, supervisor, or employee of the Company or its affiliates; the number and percentage of the Company’s shares held by the individual, their spouse, or second-degree relatives (or held under another person's name); whether the individual serves as a director, supervisor, or employee of a company with a specific relationship with the Company (as defined in Articles 3, Paragraph 1, Items 5–8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); and any remuneration received in the past two years for providing commercial, legal, financial, or accounting services to the Company or its affiliates: None of the above apply.

Note 2: Independent Director Mr. Huang Chin-Fa passed away on January 24, 2024. A by-election was held at the 2024 shareholders’ meeting, and Ms. Chu Hsuan-Lien was elected as the new independent director.