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.
Nomination and Selection Method
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.
Director Re-Election
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.
| Nationality | Name | Title | Date Elected | Term | Experience (Education) |
| R.O.C | Steven Yu | Director | 2022/5/31 | 3 years | EMBA-National Taiwan University Mechanical Engineering- Lunghwa University of Science and Technology |
| R.O.C | Michael Yu | Director | 2022/5/31 | 3 years | Business Management- National Chung Hsing University Business Management- National Taipei University of Business |
| R.O.C | Antonio Yu | Director | 2022/5/31 | 3 years | Industrial Engineering- University of Wisconsin- Madison Bioengineering- National Taiwan University |
| R.O.C | Steven Chang | Director | 2022/5/31 | 3 years | PhD in Business and Management- Shanghai Jiao Tong University MBA-National University of Governance Business Management- National Chung Hsing University |
| R.O.C | Yen-Hsi Lin | Independent Director | 2022/5/31 | 3 years | Bachelor Degree in Philosophy, Fu Jen Catholic University General manager of Taiwan Branch of DDI-Asia/Pacific International Ltd., and consultant for directors of branches around the globe Independent Director of Eurocharm Holdings Co., Ltd. Independent Director of Entire Technology Co., Ltd. Director (Legal representative) of iMotion Inc. Director of Teach For Taiwan Education Foundation |
| R.O.C | Chen-Tien Yuan | Independent Director | 2022/5/31 | 3 years | Law-National Taiwan University MBA, Guanghua School of Management, Peking University Vice President, EY Management Services Inc. Partner, Yuan, Chen & Partners Attorneys-at-Law Supervisor, Wenetgroup Ltd. Director, Yuan Chen Asset Management Co., Ltd. |
| R.O.C | Yi-Jen Kuo | Independent Director | 2022/5/31 | 3 years | Transportation Engineering and Management, National Chiao Tung University Administrator, China Steel Corporation Manager, China Steel Aluminum Corporation President, China Steel Global Trading Corporation Advisor, China Steel Global Trading Corporation |
Diversity Policy for Board of Directors
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.
Diversity Management Objectives
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%).
| Expertise | What it Means to Eurocharm | Number of Directors |
| Board / Committee Leadership | Management leadership experience is seen as a strategic asset for the board members and functional committees. | 2 |
| Relevant Industry Experience | Assists in reviewing the Company’s business operations, finances, and investments | 7 |
| Public Administration | Brings experience in compliance with regulations and in stakeholder communication | 1 |
| Risk Management | Risk and compliance with the laws are the responsibilities of the board | 3 |
| Accounting Expertise | Bring supervisory, consulting, and operational experience in various professional fields | 1 |
| Law Expertise | Bring supervisory, consulting, and operational experience in various professional fields | 1 |
Status of Implemnting Diversity among Board Members
| Board Member | Gender | As An Employee | Age 40-50 | Age 51-60 | Age 61-70 | Operational judgment | Accounting and financial analysis | Management | Crisis management | Industry know-how | International market outlook | Leadership | Decision-making | |
| Steven Yu | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Michael Yu | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||
| Antonio Yu | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Steven Chang | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Yi-Jen Kuo | Male | √ | √ | √ | √ | √ | √ | √ | √ | |||||
| Yen-Hsi Lin | Female | √ | √ | √ | √ | √ | √ | |||||||
| Chen-Tien Yuan | Male | √ | √ | √ | √ | √ | √ | √ |
Number of Board Meetings and Attendance Rate in Past Years
| Item | Unit | 2020 | 2021 | 2022 |
| Number of Board Meetings | 次 | 6 | 11 | 9 |
| Average Attendance of all Directors | % | 97.62 | 100 | 100 |
| Attendance of Independent Directors | % | 94.44 | 100 | 100 |
| Number of Agenda Items for Discussion | Items | 7 | 12 | 17 |
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 25, 2020, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2020” was conducted, and the evaluation result was considered “satisfactory”, which was presented to the Board on February 26, 2021. 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. On December 30, 2022, the “Annual Board Performance Evaluation and Self-Assessment of Board Members for 2022” 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 2023.
| Evaluation Cycle | Scope of Evaluation | Evaluation Method | Evaluation Content | 2020 | 2021 |
| Once a year | Board of Directors’ Performance Evaluation | Board of Directors’ Internal Performance Evaluation | The 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. | good | good |
| Once a year | Board of Directors’ Performance Evaluation | Self-Evaluation for the Performance of Board Members | The 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. | good | good |
On October 4, 2021, EY Advisory Services Inc. was commissioned to implement the “External Performance Evaluation for the Board of Directors 2021”. On November 2, 2021, the “Performance Evaluation for the Board of Directors Self-Assessment Questionnaire”, “Board Member Self-Assessment Questionnaire”, “Functional Committee Performance Self-Assessment Questionnaire” and “Director’s Interview for Board Performance Evaluation” were conducted. The evaluation results were all “advanced”, and all of the targets were reached. The results are expected to be reported to the Board of Directors on February 25, 2022. For relevant content, please refer to Board of Directors’ Performance Evaluation Report (Download)。
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.”
| Rating | Explain |
| Benchmark | The performance is not only better than the requirements of the competent authority and relevant regulations, but also serves as a benchmark. |
| Advanced | The 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. |
| Basic | The performance complies with the basic requirements of the competent authority and relevant regulations. |
Board of Directors’ Performance Evaluation Process:
Board of Directors’ Performance Evaluation Dimensions
Implementation Status of the Board of Directors Evaluation
| Evaluation Cycle | Scope of Evaluation | Evaluation Method | Evaluation Content | 2021 |
| Evaluated by an external professional independent organization every three years | Evaluate the performance of the Board of Directors and prepare an external evaluation report | EY was engaged to evaluate the Company’s document review, directors’ self-assessment questionnaire and on-site interviews | The “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. |
Mechanisms to Avoid Conflicts of Interest
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.
Shareholder Structure
| Item | Unit | Government Agencies | Financial Mechanism | Other Legal Entities | Foreign Institutions and Foreigners | Personal | Total |
| Number of Shareholders | Person | – | 3 | 48 | 38 | 1,450 | 1,539 |
| Shareholding (shares) | Share | – | 4,577,000 | 3,020,549 | 41,512,658 | 16,919,840 | 66,030,047 |
| Percentage | % | – | 6.93 | 4.57 | 62.87 | 25.63 | 100 |
Director’s Training Hours
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 the Road Map for Sustainable Development Promotion Seminar, Prevention of Insider Trading 2022, Insider Equity Transaction Legal Compliance Publicity Briefing 2022, Business Merge Practice and Care Analysis, Legal Compliance of Companies and Supervising Responsibility of Directors, Analyzing Global Trends: Risks and Opportunities, How Do Board of Directors and Senior Executives Review ESG Reports, Disputes over Management Rights: from the perspective of corporate governance and the shareholder structure, Cathay Sustainable Finance and Climate Change Summit Forum 2022, Evaluation and Identification Accounting Forum 2022, Publication of Guidelines for Duty Implementation of Independent Directors and the Audit Committee and Promotion Seminar for Directors and Supervisors. For detailed information, please visit the summary chart for Directors’ and Supervisors’ Attendance of the Board Meeintg and Status of Trainings on the TWSE website. In 2022, a total of 7 people participated in the relevant courses, with a total of 71 hours of participation, and the average training hours per person is 10.14 hours.
| Title | Name | Unit | 2020 | 2021 | 2022 |
| Chairman | Steven Yu | Hour | 6 | 9 | 8 |
| Director | Michael Yu | Hour | 6 | 9 | 6 |
| Director | Antonio Yu | Hour | 6 | 12 | 6 |
| Director | Steven Chang | Hour | 9 | 9 | 6 |
| Independent Director | Wei-Min Lin | Hour | 6 | 13 | N/A |
| Independent Director | Bryan Peng | Hour | 9 | 12 | N/A |
| Independent Director | Gen-Yu Fong | Hour | 9 | 9 | N/A |
| Independent Director | Yi-Ren Guo | Hour | N/A | N/A | 12 |
| Independent Director | Yen-Hsi Lin | Hour | N/A | N/A | 18 |
| Independent Director | Jen-Tien Yuan | Hour | N/A | N/A | 17 |
| Total | Hour | 51 | 73 | 71 |
Establishment of Corporate Governance Officers
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.
| Job Title | Name | Training Hours | Training Courses Taken |
| Supervisor, Corporate Governance | Hung-Yi Kao | 12 | Common Oversight for “Financial Statements Review” and Important Internal Control Regulations Practices and Analysis Policy Development and Internal Control Practices for “ESG Sustainability” and “Self-editing Financial Statements” |
Succession Planning
Board of Directors
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.
Major Management Level
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.