The board of directors consists of 7 directors (including independent directors), and one director is elected by all members to serve as the chairman, convener, and chairman of the meeting. Currently, Steven Yu serves as the chairman. The Company shall hold one regular shareholders’ meeting per year and at least five board meetings per year. The Company has established the “Corporate Governance Best-Practice Principles”, which stipulates that the Board of Directors should take diversity into consideration for the composition of the board. The Company should formulate a strategy of diversity in terms of basic qualifications and professional expertise with respect to its operation and development needs. In addition, the Company has established a “Rules and Procedures of Board of Director Meetings”, which specifies the procedures for convening board meetings, attendance of directors, proxy attendance, and exercise of voting rights to avoid disputes on resolved matters. The Board of Directors is responsible for making decisions on economic, environmental, and social topics. The Board of Directors has authorized the General Manager to oversee economic, environmental, and social issues. Eurocharm established the Sustainability Committee in June 2022, and the Board of Directors delegated the decision-making authority for economic, environmental, and social matters to the committee. After the committee members review the matters, they report to the Board and develop an annual work plan. The General Manager is responsible for directly assigning relevant departments to carry out the tasks and regularly reporting to the Sustainability Committee. Additionally, the annual sustainability report is presented to the Board of Directors for review and approval.

The nomination and selection of members of the board of directors is based on the Company’s Articles of Association and the “Board of Directors Election Regulations”; the candidate nomination system is adopted and developed according to the operation type and developmnet. According to Article 25 of the Company’s “Articles of Association” and the “Director Election Regulations”, the board of directors should have 5 to 7 directors (including independent directors). The term of each director is 3 years and may be re-elected. Subject to compliance with the requirements of relevant laws and regulations (including but not limited to the requirements for listed companies), the Company may increase or decrease the number of directors by resolution of the board of directors at any time within the aforesaid number of directors. Unless otherwise stipulated in the Public Company Act, the number of independent directors shall not be less than 3. To the extent required by the Act on Public Companies, at least one of the independent directors should have registered residency in the Republic of China, and at least one independent director should have accounting or financial expertise. Independent directors and non-independent directors shall be elected together, and the elected quota shall be calculated separately. The term of directors is 3 years. When appointing directors, not only the professional background of the directors themselves, but also the diversity of directors is one of the important factors. The Company has seven directors, three of whom are independent, with backgrounds in management, finance, law, investment, etc. Board members have diverse backgrounds, such as industry, academia, and knowledge and can provide professional advice from different perspectives, which can greatly help improve the Company’s operating performance and management efficiency. Half of the independent directors shall not be re-elected for more than 3 terms in order to maintain their independence. The Nomination Committee was established in 2022.

The Company will conduct the re-election of board members in 2025, establishing seven director seats, including three independent directors. The election of directors (including independent directors) will be conducted through a candidate nomination system. The re-election of the sixth-term board was announced on the Market Observation Post System, with nominations accepted from March 14, 2025, to March 24, 2025. The nomination of candidates for directors and independent directors was approved at the 19th meeting of the fifth-term Board of Directors on March 6, 2025. The re-election will take place at the shareholders’ meeting on May 29, 2025. The term of office will be three years, from May 29, 2025, to May 28, 2028.

NationalityTitleNameGenderDate
Elected
TermExperience (Education)
R.O.CDirectorSteven YuMale2025/5/293 yearsEMBA-National Taiwan University
Mechanical Engineering-Lunghwa University of Science and Technology
Chairman, Eurocharm Holdings Co., Ltd.
R.O.CDirectorCecilia YuFemale2025/5/293 yearsMaster of Business Administration, University of
Cambridge, United Kingdom
Finance Manager, ArcOn Brands
Manager, Yuanta Asia Investment
R.O.CDirectorAntonio YuMale2025/5/293 yearsIndustrial Engineering- University of Wisconsin- Madison
Bioengineering- National Taiwan University
Director, Eurocharm Holdings Co., Ltd.
R.O.CDirectorSteven ChangMale2025/5/293 yearsPhD in Business and Management- Shanghai Jiao Tong University
MBA-National University of Governance
Business Management- National Chung Hsing University
Vice Chairman, Taiwan Venture Capital Association
R.O.CIndependent DirectorYen-Hsi LinFemale2025/5/293 yearsPhilosophy, Fu Jen Catholic University
Director, iMozen Group Inc
Independent Director,
LandMark Optoelectronics Corporation
R.O.CIndependent DirectorJen-Tien YuanMale2025/5/293 yearsMBA, Guanghua School of Management, Peking University
Managing partner, Chih Cheng Law Firm Executive
Vice President, EY Management Services Inc.
R.O.CIndependent DirectorYi-Ren GuoMale2025/5/293 yearsTransportation Engineering and Management, National Chiao Tung University
Administrator, China Steel Corporation
Manager, China Steel
Aluminum Corporation
President, China Steel Global Trading Corporation

In accordance with the “Practical Guidelines on Corporate Governance” established by the Company, it is stipulated that the composition of the board of directors should be diversified. According to the operation type and development needs, the Company formulates a diversified policy for basic qualification and professional knowledge and skills. When appointing directors, the Company not only considers the professional background of the directors, but also diversity. The Company has a total of 7 directors, 3 of them are independent directors. Their backgrounds cover management, finance, law, investment, etc. The members of the board of directors have diverse backgrounds in industry, academia, and knowledge and can give professional opinions from different areas, which is greatly beneficial for improving the Company’s operating performance and management efficiency.

The Company pays attention to gender equality of the board of directors, and the target ratio of female directors is more than 30%. The board supports and oversees management’s actions to increase the ratio of female senior managers. The Company has a Nomination Committee, which is responsible for ensuring that the Board of Directors has appropriate expertise, experience, and gender diversity. It also conducts regular performance evaluations of the Board of Directors in accordance with its functions and powers, as well as reviewing the training plan for directors and formulating succession plans for directors and senior managers.

The current Board of Directors consists of seven members, including three independent directors. In the 2025 full board re-election, the Company plans to increase the proportion of female directors, maintaining seven board seats with two female directors (representing 28%). Furthermore, the Company aims to expand the board to nine members by 2028, including three female directors (representing 33%).

ExpertiseRelevant ExperienceNumber of Directors
Board / Committee LeadershipManagement and leadership experience is seen as a strategic asset for the board of directors and functional committees.2
Relevant Industry ExperienceAssist in reviewing the Company’s business operations, finances, and investments.7
Public AdministrationBring experience in compliance and stakeholder communication.1
Risk ManagementRisk and compliance are the responsibility of the board.3
Accounting ExpertiseBringing supervisory, consulting, and operational experience in various professional fields.1
Law ExpertiseBringing supervisory, consulting, and operational experience in various professional fields.1
NameGenderAs An Employee30-4040-5051-6061-70< 36-9Operational
Judgment
Accounting and
financial analysis
ManagementCrisis ManagementIndustry knowledgeInternational Market ViewLeadershipDecision
-Making
Steven YuMale
Cecilia YuFemale
Antonio YuMale
Steven ChangMale
Yi-Ren GuoMale
Yen-Hsi LinFemale
Jen-Tien YuanMale
ItemUnit202220232024
Number of Board MeetingsTimes967
Average Attendance of all Directors%10095.2497.96
Attendance of Independent Directors%100100100
Number of Agenda Items for DiscussionCases171712
(Note) Complying with the matters listed in Article 14-3 of the Securities and Exchange Act and other matters resolved by the board of directors that have been objected or reserved by independent directors and which have been recorded or declared in writing.

Meeting DateContent of the ProposalsOpinions and Suggestions from the Independent Directors and the Measures in Response
02/29/2024● The distribution of the earnings for the year 2023.Unanimous consent
06/20/2024● The Company’s endorsement and guarantee for the subsidiary companies.Unanimous consent
08/07/2024● The Company’s distribution of remuneration for the directors of the year 2023.
● The Company’s earnings distribution for the first half year of 2024.
● The Company’s endorsement and guarantee for the subsidiary companies.
● The Company’s issuance of its restricted stock awards in 2024.
Unanimous consent
10/29/2024● The subsidiary in the U.S. invested and established by the affiliated company, Eurocharm Innovation, Co., Ltd.Unanimous consent
11/29/2024● The proposed investment and establishment of the subsidiary, Zhangu Technology Co., Ltd. (BVI).
● The Company’s endorsement and guarantee for the subsidiary companies.
● The proposed investment and establishment of the sub-subsidiary, Vietnam Zhangu Technology Co., Ltd.
Unanimous consent
12/27/2024● The appointment of Ernst & Young LLP as an Independent Accountant for the Company’s 2025 Financial Statements.Unanimous consent

To implement corporate governance and improve the functions of the Board of Directors, the Company has formulated the “Guidelines of Performance Evaluation for Board of Directors”, which are to be conducted at least once a year. Every three years, an external professional independent organization or a team of external experts and scholars evaluate the Board of Directors’ performance. Before the end of each year, evaluation as well as self-evaluation of the Board are conducted, and results are reported to the Board of Directors. On December 30, 2022, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2022” was conducted, and the evaluation result was considered “satisfactory”, which was presented to the Board on February 24, 2023. On November 2, 2023, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2023” and “Self-Assessment of Functional Committee Members” were conducted, yielding a “satisfactory” evaluation, which was presented to the Board on February 29, 2024. On November 12, 2024, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2024” and “Self-Assessment of Functional Committee Members” were conducted, yielding a “satisfactory” evaluation. The result is expected to be presented to the Board in the first quarter of 2025.

In addition, the external performance evaluation of the Board of Directors was commissioned to EY Business Advisory Services Inc. All members of the project team possess relevant professional experience. Furthermore, the team members undergo an annual independence assessment and have no commercial relationship with Eurocharm Holdings or its affiliated companies other than this project, thereby ensuring their independence.

EvaluationEvaluation YearEvaluation DateEvaluation ResultDate Reported to the BoardDownload
External2021November 2, 2021good / AdvancedFebruary 25, 2022Evaluation Report 
Internal2022December 30, 2022goodFebruary 24, 2023
Internal2023December 26, 2023goodFebruary 29, 2024
External2024November 12, 2024good / AdvancedThe report is expected to be presented in the first quarter of 2025.External Evaluation Team Introduction 
Evaluation Report 

The external performance evaluation results will provide corresponding basic, advanced, and benchmark ratings for the three dimensions of “Board Structure,” “Members,” and “Processes and Information.”

RatingExplain
Benchmark
The performance is not only better than the requirements of the competent authority and relevant regulations, but also serves as a benchmark.
AdvancedThe performance meets the requirements of the competent authority and relevant regulations and has an established and effective practice or the members proactively improve the performance of the evaluated aspect.
BasicThe performance complies with the basic requirements of the competent authority and relevant regulations.
Evaluation CycleScope of EvaluationEvaluation MethodEvaluation Content202220232024
Once a yearBoard of Directors’ Performance EvaluationBoard of Directors’ Internal Performance EvaluationThe measurement items of the “Self-assessment Questionnaire for Board of Directors’ Performance Evaluation” include five aspects: participation in the company operations, improvement of the decision-making quality of the board of directors, composition and structure of the board of directors, selection and continuous education of the directors, and internal control.goodgoodgood
Once a yearBoard of Directors’ Performance EvaluationSelf-Evaluation for the Performance of Board MembersThe measurement items of the “Self-assessment Questionnaire for Performance Evaluation of Board Members” include six aspects: mastery of the Company’s goals and tasks, awareness for their responsibilities, participation in the Company operations, internal relationship management and communication, expertise and continuous education of directors, and internal control.goodgoodgood
Evaluation CycleScope of EvaluationEvaluation MethodEvaluation Content2024
Evaluated by an external professional independent organization every three yearsEvaluate the performance of the Board of Directors and prepare an external evaluation reportEY was engaged to evaluate the Company’s document review, directors’ self-assessment questionnaire and on-site interviewsThe “Self-assessment Questionnaire for Board of Directors’ Performance Evaluation” includes 48 evaluation indicators in five major areas, including participation in company operations, improvement of the quality of board decisions, board composition and structure, selection and continuing education of directors, and internal control.

The measurement items of the “Self-assessment Questionnaire for Self-Performance Evaluation of Board Members” include 31 evaluation indicators in six aspects: mastery of the company’s goals and tasks, directors’ awareness of responsibilities, participation in the company operations, internal relationship management and communication, expertise and continuous education of directors, and internal control.

The evaluation items of director interviews include the board’s participation in the company’s operations, awareness of the responsibilities, improvement of the quality of board decisions, level of understanding for goals and tasks, board composition, structure and continuous education, internal control, and other issues.

The “Self-Assessment Questionnaire for Functional Committee Performance Evaluation” includes 24 evaluation indicators on five major aspects: participation in company operations, functional committee responsibilities, improvement of functional committee decision quality, functional committee composition and selection of members, and internal control.
After a comprehensive assessment, the overall performance of Eurocharm Holdings in terms of board structure, members, and process and information are considered advanced.

In accordance with the regulations for avoiding conflicts of interest outlined in the Company’s “Rules and Procedures of Board of Director Meetings,” directors who have conflicts of interest with any agenda items—whether for themselves or on behalf of entities they represent—are required to disclose the relevant details of the conflict at the board meeting. If the conflict could potentially harm the Company’s interests, the director must refrain from participating in the discussion and voting on the matter. Additionally, directors must abstain from discussions and voting, and they are not allowed to act as proxies for other directors to exercise voting rights.

Furthermore, directors’ spouses, close relatives, or companies with a controlling relationship to the directors are considered to have a personal interest in the matter. As such, their voting rights will not be counted toward the total voting rights of the directors present at the board meeting. The Company does not have cross-shareholdings with major suppliers or other stakeholders, nor does it have a controlling shareholder. Additionally, the Company has independent directors who provide objective and impartial advice. For details, please refer to the Company’s 2024 Annual Report on Corporate Shareholders, Major Shareholders, and Shareholder Structure.

100% of the training hours for all directors comply with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.“ In addition to possessing integrity and extensive industry expertise, the board members of Eurocharm Group participate in various training courses based on their individual needs and areas of professional focus. The courses include: Introduction to A.I.,     Prevention of Insider Trading- Promotion Forum 2024, Enhancing the Business Sustainability Values, Identifying Financial Indicators and Preventing Operation Risks, 「Industry 4.0 and How Enterprises Lead Innovative Transform, Responsibilities for Board of Directors and Supervisors during Business Mergers, Common Business Mistakes on the Internal Systems and Case Studies, 2024 Corporate Governance Forum: New Challenges for Managers, Risks to Businesses caused by Generative AI and What we Should Know, Prevention of Insider Trading- Promotion Forum 2024, Legal Compliance of Insider Equity Transactions- Public Briefing 2024. For detailed training information, please refer to the Summary Table of Directors’ and Supervisors’ Attendance at Board Meetings and Continuing Education available on the Market Observation Post System. In 2025, a total of 7 people participated in the relevant courses, with a total of 45 hours of participation, and the average training hours per person is 6.43 hours.

TitleNameUnit202220232024
ChairmanSteven YuHour866
DirectorMichael YuHour666
DirectorAntonio YuHour666
DirectorSteven ChangHour666
Independent DirectorYen-Hsi LinHour1266
Independent DirectorJen-Tien YuanHour1899
Independent DirectorYi-Ren GuoHour1566
TotalHour714545

The company appointed a Corporate Governance Officer on June 10, 2022, responsible for corporate governance matters. This includes providing board members with the necessary information to perform their duties, managing activities related to board meetings, nomination committee meetings, audit committee meetings, compensation committee meetings, shareholder meetings, and preparing meeting minutes. In 2024, the Corporate Governance Officer participated in courses on “Corporate Fraud Investigation Practices and Case Analysis” and “How to Apply Robotic Process Automation (RPA) to Enhance Internal Control Effectiveness,” as required by regulatory authorities for the designation of “Corporate Governance Personnel.” The total participation was 12 hours.

TitleName202220232024
Supervisor, Corporate GovernanceHung-Yi Kao121212

The structure of the Company’s board of directors is determined by the scale of the Company’s business development and the shareholdings of its major shareholders, taking into account the operational needs of the Company. In accordance with the “Code of Corporate Governance Practices”, the Company has implemented a policy of diversifying the board. Currently, there are seven directors (including three independent directors) with diversified and complementary industry experience and professional capabilities in finance and accounting. Two of them are also senior management of the Company. The Company’s Board of Directors and the experience background of the members will continue to be the same in the future.

The Company has established the Nomination Committee, which oversees ensuring that the independent directors, directors, and managers are equipped with required professional knowledge, know-how, experience, and diversity in gender and that independence standards are met for independent directors. Such criteria are applied to finding, evaluating, and nominating candidates for directors and independent directors. The Nomination Committee also formulates the composition of the Board of Directors and functional committees as well as review the succession planning of the directors and managers. Within the scope of succession plan for the Board of Directors and for continuous operation of the Company, candidates for the directors are selected by the following standards.

  • Honest, responsible, innovative, and capable of making decisions; possessing values consistent with the core values of the Company and management knowledge and skills beneficial for the Company.
  • Equipped with professional experience relevant to the Company’s business
  • With the candidate’s participation, the Board of Directors are expected to be more effective, diversified, and aligned with the Company’s needs.

For the succession planning of major management, in addition to identifying and selecting potential successors, the Company also provides a personal development plan and supervision and counseling system to help candidates effectively enhance their succession ability and shortening the succession time. The training mechanism is designed to have potential successors observe and learn from the Board of Directors of related companies. To cultivate the management talents needed in the future, online management development courses are also provided to strengthen candidates’ business management skills, including strategic planning, multinational operations, global marketing, innovation management and new economy.

Authorized by the Board of Directors, the Company established its “Sustainability Management Committee” on June 10, 2022, as the highest-level decision-making center for sustainable development within the company. The committee is chaired by an independent director and includes several independent directors and directors from various fields who jointly review the company’s mid- to long-term sustainable development plans. Each subsidiary company reports the ESG execution status of their respective task forces, formulates corresponding strategies and work plans, allocates budgets related to sustainability and planning and executes annual programs. Additionally, the committee tracks the effectiveness of the execution to ensure that sustainable development strategies are fully implemented in the company’s daily operations.

MaterialityRisk management policies or strategiesEstablishment and Review of Management Policies, Strategies, and Targets
Climate change● Assessing the feasibility of installing solar equipment at the Vietnam VPIC1.
● Introducing management systems such as ISO 14064-1, ISO 50001, and ISO 14067 to comply with CBAM reporting requirements.
● The management departments of each plant collect and track energy usage, create promotional materials, and promote energy conservation and carbon reduction.
● The group gradually replaces equipment with low energy efficiency to continuously improve energy efficiency.
For more details, please refer to the ESG Report.
Waste Management● The Taiwan branch and the Vietnam branch track the use of waste, promote the implementation of waste sorting, and enhance resource reuse.For more details, please refer to the ESG Report.
Water Resources Management● The wastewater from Vietnam VPIC1 must reach Grade B standard after being processed by the treatment equipment before being discharged to the wastewater treatment plant in the factory.For more details, please refer to the ESG Report.
Talent Recruitment and Retention● The Company has established “Salary Management Measures” and conducts an annual salary and benefits survey to maintain a competitive salary level. We offer equal pay for equal work for both men and women, with starting salaries higher than the minimum basic salary required by the local government. Salary and benefits are not differentiated based on gender, age, nationality, disability, race, or other conditions. The allocation to retirement funds also follows legal requirements.
● The Company has established the “Performance Assessment Measures”. Every year, we evaluate salary adjustments, variable bonuses, dividends, and other rewards based on individual performance contributions. The Company has also developed a comprehensive job ranking and grading system that does not differentiate between male and female employees. Two performance assessments are conducted each year, and the rewards for managers and above are directly linked to organizational performance.
● The group aims to enhance internal management within the factory and continually improve labor conditions to uphold the legal rights of employees.
● The Company provides staff with educational training and opportunities for overseas rotation, aiming to promote outstanding talents from within the company, demonstrating the transparent and well-established internal promotion system and opportunities.
For more details, please refer to the ESG Report.
Occupational Health and Safety● The Company has established a “Safety and Environment Committee” to identify and assess hazards in the working environment or procedures, and to control and strengthen the management of machinery, equipment, or tools. Personal protective equipment is provided to employees (e.g., earplugs/earmuffs, welding goggles).
● Effective management measures are taken for the procurement, use, and storage of chemicals. Regular health checks are conducted for workers, and health promotion and health management programs are implemented. The Company also investigates, handles, and statistically analyzes occupational accidents. Compliance with safety and health standards are ensured, and safety and health education and training are provided.
For more details, please refer to the ESG Report.
Sustainable Supply Chain Management● Since 2016, the Company has gradually increased the local procurement ratio from below 50% to 85%, taken into account joint purchases with our customers and the Company’s own procurement of raw materials and components.
● VPIC1 in Vietnam has revised its supplier evaluation and audit procedure to include items such as waste disposal and hazardous waste management processes, human rights protection, employment of child labors, forced labor, and employee salary and benefits.
● Eurocharm TW has completed the revision of its supplier management procedures, including investigations into protection of basic labor rights, differences in employment conditions, provision of a healthy working environment, and handling of occupational injuries and illnesses. VPIC1 in Vietnam requires its suppliers to comply with the Supplier Code of Conduct.
For more details, please refer to the ESG Report.
Economic Performance● The Group is continuously expanding the production capacity of the Vietnam factory and entering the medical equipment industry, establishing diversified production sites and products. Monthly management meetings are held to track operational performance and request improvements from relevant departments. Regular board meetings are held to ensure the continuity and appropriateness of the strategic direction.For more details, please refer to the ESG Report.
Material Efficiency● When the raw materials are found to be non-conforming during incoming inspection and cannot be rectified in-house, the Quality Control unit shall label the inspection results with the reason for non-conformance, notify the supplier for return, and the Production Management unit shall be responsible for tracking the return. If the materials can be rectified in-house, the Quality Control unit shall notify the supplier to rectify them on-site.
● In the event of non-conformance, the Quality Control unit shall fill out a “Quality Abnormality Handling Form” to request the supplier to propose a solution. If the customer urgently needs the products, the Production Management unit may fill out a “Special Procurement Request Form” according to the “Special Procurement Management Operation Regulations.” For non-conforming products found during the process, the Production unit shall decide whether to rectify them or send them for inspection.
For more details, please refer to the ESG Report.
Customer Relations Management● Conducting regular information security training to enhance the cybersecurity awareness of the internal employees.
● Establishment of a vulnerability management mechanism to regularly scan and fix system vulnerabilities.
● Conducting regular risk assessments; updating and optimizing information security policies and procedures.
● Participating in relevant cybersecurity compliance activities to ensure compliance with regulations and standards.
● Working closely with our customers as well as participating regularly in customer-supplier conferences, meetings, and surveys to understand and respond to customer needs and feedback and to provide the best customer service.
For more details, please refer to the ESG Report.