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; General Manager can directly assign the relevant department to perform the tasks and report the progress to the Board of Directors on a regular basis. Eurocharm established the Sustainability Committee in June 2022, and the board has delegated the decision-making authority on economic, environmental, and social matters to the Sustainability Committee. After formulating and reviewing the work plan, the members of the Sustainability Committee report it to the board of directors.

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 quora 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.

In 2022, the Company re-elected directors and selected 7 directors, including 3 independent directors; among them was a new female director. The election of directors (including independent directors) adopts the candidate nomination system. Re-election of the fifth session of directors was announced at TWSE, and nominations were accepted from March 11, 2022, to March 21, 2022. On February 25, 2022, the 23rd meeting of the fourth session of the Board of Directors approved the nomination of candidates for directors and independent directors. On May 31, 2022, the re-election of directors was held at the general meeting of shareholders; the term is three years from May 31, 2022, to May 30, 2025.

NationalityTitleNameGenderDate
Elected
TermExperience (Education)
R.O.CDirectorSteven YuMale2022/5/313 yearsEMBA-National Taiwan University

Mechanical Engineering-Lunghwa University of Science and Technology
R.O.CDirectorMichael YuMale2022/5/313 yearsBusiness Management- National Chung Hsing University
Business Management- National Taipei University of Business
R.O.CDirectorAntonio YuMale2022/5/313 yearsIndustrial Engineering- University of Wisconsin- Madison
Bioengineering- National Taiwan University
R.O.CDirectorSteven ChangMale2022/5/313 yearsPhD in Business and Management- Shanghai Jiao Tong University
MBA-National University of Governance
Business Management- National Chung Hsing University
R.O.CIndependent DirectorYi-Ren GuoMale2022/5/313 yearsTransportation Engineering and Management, National Chiao Tung University
Administrator, China Steel Corporation
Manager, China Steel Aluminum Corporation
President, China Steel Global Trading Corporation
R.O.CIndependent DirectorYen-Hsi LinFemale2022/5/313 yearsPhilosophy, Fu Jen Catholic University
General Manager, DDI-Asia/Pacific International Ltd. (Taiwan)
Senior Advisor, Asia/Pacific Region, Caliper Human Strategies
R.O.CIndependent DirectorJen-Tien YuanMale2022/5/313 years
MBA, Guanghua School of Management, Peking University
Managing partner, Chih Cheng Law Firm Executive
Vice President, EY Management Services Inc.

In accordance with the “Code of Practice on Corporate Governance” established by the Company, diversity should be taken into consideration regarding composition of the board of directors, and the diversity policy should be formulated according to the Company’s operation type and development needs to set basic requirements and professional knowledge and skills. When appointing directors, the Company not only considers the professional background of the directors but also the diversity of the board of directors. The Company has a total of 7 directors, including 3 independent directors; among them was a new female director. 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 perspectives, which greatly help improve the Company’s operating performance and management efficiency.

The Company values gender equality in the composition 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 7 directors, including 3 independent directors. In addition, the Company has increased the ratio of female directors to include 1 female director out of 7 directors, a ratio of 11%, during the general election of directors in 2022. The Company also plans to increase the number of directors to 9 in 2025, including 3 female directors (33%).

ExpertiseWhat it Means to EurocharmNumber of Directors
Board / Committee LeadershipManagement leadership experience is seen as a strategic asset for the board members and functional committees.2
Relevant Industry ExperienceAssists in reviewing the Company’s business operations, finances, and investments7
Public AdministrationBrings experience in compliance with regulations and in stakeholder communication1
Risk ManagementRisk and compliance with the laws are the responsibilities of the board3
Accounting ExpertiseBring supervisory, consulting, and operational experience in various professional fields1
Law ExpertiseBring supervisory, consulting, and operational experience in various professional fields1
Board MemberGenderAs An Employee40-5051-6061-70< 36-9Operational judgmentAccounting and financial analysisManagementCrisis managementIndustry know-howInternational market outlookLeadershipDecision-making
Steven YuMale
Michael YuMale
Antonio YuMale
Steven ChangMale
Yi-Ren GuoMale
Yen-Hsi LinFemale
Jen-Tien YuanMale
ItemUnit202120222023
Number of Board MeetingsTimes1196
Average Attendance of all Directors%10010095.24
Attendance of Independent Directors%100100100
Number of Agenda Items for DiscussionCases151717
(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
02/24/2023● The distribution of the earnings for the year 2022.
● The Company’s endorsement and guarantee for the subsidiary companies.
● The Company’s loan financing.
● The proposed acquisition of share rights through investment from the subsidiary company, Vietnam Precision Industrial No. 1 Co., Ltd.
● The acquisition of the right to land use of the subsidiary company, Vietnam Precision Industrial No. 1 Co., Ltd.
● The Amendment of the guidelines for managing subsidiary companies.
Unanimous consent
05/09/2023● The Company’s endorsement and guarantee for the subsidiary companies.
● The amendment of the acquisition of the land usage right of the subsidiary company, Vietnam Precision Industrial No. 1 Co., Ltd.
Unanimous consent
06/20/2023● The Company’s endorsement and guarantee for the subsidiary companies.
● The addition to relevant management guidelines of the Company.
Unanimous consent
08/08/2023● The Company’s distribution of remuneration for the directors of the year 2022.
● The Company’s earnings distribution for the first half year of 2023.
● The Company’s endorsement and guarantee for the subsidiary companies.
● The proposed investment in Treasure Zone Developments Ltd. from the subsidiary company, Eurocharm Innovation Co., Ltd. (B.V.I.)
Unanimous consent
10/31/2023● The appointment of the Company’s internal audit supervisor.Unanimous consent
12/26/2023● The appointment of Ernst & Young LLP as an Independent Accountant for the Company’s 2024 Financial Statements.
● The Company’s endorsement and guarantee for the subsidiary companies.
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.

Evaluation CycleScope of EvaluationEvaluation MethodEvaluation Content202120222023
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

On November 2, 2021, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2021” and “Self-Assessment of Functional Committee Members” took place, resulting in a “satisfactory” evaluation, which was submitted to the Board on February 25, 2022. For relevant content, please refer to Board of Directors’ Performance Evaluation Report (Download). 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 December 26, 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. The result is expected to be presented to the Board in the first quarter of 2024.

Board of Directors’ Performance Evaluation Structure

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 Content2021
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 45 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.

According to the regulations of avoiding conflicts of interest speficied in the Company’s “Rules and Procedures of Board of Director Meetings”, Directors who have conflicts of interest with the agenda items, whether for themselves or on behalf of the entities they represent, should disclose the significant details of their conflicts of interest at the board meeting. If there is potential harm to the Company’s interests, they must refrain from participating in the discussion and voting on the matter. Furthermore, they should abstain from discussions and voting, and they cannot act as proxies for other directors to exercise their voting rights. In addition, directors’ spouses, close relatives, or companies that have a controlling relationship with the directors are considered to have personal interests in the matter. Their voting rights should not be counted in the total voting rights of the directors present at the board meeting. The Company does not have any cross-shareholdings with major suppliers or other stakeholders and does not have a controlling shareholder. Moreover, the Company has independent directors who provide objective and impartial advice.

ItemUnitGovernment AgenciesFinancial InstitutionsOther Juridical PersonsForeign Institutions & Natural PersonsDomestic Natural PersonsTotal
Number of ShareholdersPerson332411,5691,645
Shareholding (shares)
Share4,064,0002,543,44840,548,10719,596,91366,752,468
Percentage%6.093.8160.7429.36100

100% of the training hours for all directors are in compliance 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 aboundant industry expertise, the board members of the Eurocharm Group receive various training courses according to their needs and professionalism. Courses included Action Plans for Sustainable Development of the Listed Companies, Legal Compliance of Insider Equity Transactions Public Briefing 2023, Practice and Case Analysis of Financial and Tax Planning for International Diversified Businesses, Corporate Governance 3.0: Practical Analysis for Sustainability Reports, Strategies of Corporate Growth and External Innovation, Unlawful Securities Cases and the Responsibilities of Directors and Supervisors, Trends and Benchmark Practices of Corporate Governance and Social Responsibility, Audit and Compliance Practices of Designating Corporate Governance Personnel Required by the Supervisory Agencies, 2023 The Civil and Administrative Liability within Securities and Exchange Act, Statute of Limitations for Claims under Engineering Contracts, Corporate Governance and Securities Regulations and Unveiling Background Scenes of Corporate Governance: Practices of Corporate Governance Professionals. For detailed information, please visit the summary chart for Directors’ and Supervisors’ Attendance of the Board Meeting and Status of Trainings on the TWSE website. In 2023, 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.

TitleNameUnit202120222023
ChairmanSteven YuHour986
DirectorMichael YuHour966
DirectorAntonio YuHour1266
DirectorSteven ChangHour966
Independent DirectorWei-Min LinHour13N/AN/A
Independent DirectorBryan PengHour12N/AN/A
Independent DirectorGen-Yu FongHour9N/AN/A
Independent DirectorYen-Hsi LinHourN/A126
Independent DirectorJen-Tien YuanHourN/A189
Independent DirectorYi-Ren GuoHourN/A156
TotalHour737145

The company has established a Corporate Governance Officer on June 10, 2022, who is responsible for governance matters. This includes providing information required for board members to carry out their duties, handling matters related to board meetings, nomination committee meetings, audit committee meetings, compensation committee meetings, shareholder meetings, and preparing meeting minutes. In 2023, corporate governance Supervisor will participate in courses required by the competent authorities to set up “corporate governance Supervisor ” auditing practices in accordance with the law, analysis of common internal control management cases and practical cases in enterprises, etc., with a total of 12 hours of participation.

TitleName20222023
Supervisor, Corporate GovernanceHung-Yi Kao1212

The structure of the Company’s board of directors should be determined by the scale of the Company’s business development and the shareholdings of its major shareholders and by the operational needs of the Company. In accordance with the “Code of Corporate Governance Practices”, the Company has implemented a policy of diversifying board members. 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 structure of 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 ensures 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 affiliated 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.

The “Administration and Finance Department” of the company is responsible for the operation of sustainable development, with dedicated staff members assigned to drive this initiative. The Board of Directors has authorized the General Manager to oversee this, and an annual report on the progress is presented at the first board meeting of each fiscal year. It is anticipated that the first board meeting in 2024 will include a report on the implementation of sustainable development practices and corporate integrity in accordance with the guidelines for TWSE listed companies for the year 2023.

Material TopicsRisk Management Policies or StrategiesManagement Approach, Strategies, Target Setting and Achievements
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.
Please follow 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.Please follow 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.Please follow 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.Please follow the ESG report
Talent Recruitment and Retention● The Company has established the “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.
Please follow 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 trainings are provided.Please follow the ESG report
Customer Relations Management● The Company has implemented the following measures:
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.
Please follow the ESG report
Sustainable Supply Chain Management● Since 2016, the Company has gradually increased the local procurement ratio from below 50% to 80%, 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.
Please follow the ESG report
Economic PerformanceThe 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.Please follow the ESG report