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 consideration diversity. The Company should formulate a diversified approach 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 term of office of directors is three years, and when appointing directors not only the professional background of the directors themselves, but also the diversity of the 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 to improve the Company’s operating performance and management efficiency. The Board of Directors is responsible for making decisions on economic, environmental and social topics. The Board of Directors has authorization General Manager to responsibility for economic, environmental and social issues, who can directly assign the relevant department to perform the tasks and report to the Board of Directors on a regular basis.

Nationality / Companies RegistryNameTitleDate
Elected
TermProfessional Background
R.O.CSteven YuChairman2019/5/313 YearsEMBA-National Taiwan University
Mechanical Engineering- Lunghwa University of Science and Technology
R.O.CMichael YuDirector2019/5/313 YearsBusiness Management- National Chung Hsing University
Business Management- National Taipei University of Business
R.O.CAntonio YuDirector2019/5/313 yearsIndustrial Engineering- University of Wisconsin- Madison
Bioengineering- National Taiwan University
R.O.CSteven ChangDirector2019/5/313 yearsPhD in Business and Management- Shanghai Jiao Tong University
MBA-National University of Governance
Business Management- National Chung Hsing University
R.O.CWei-Min LinIndependent Director2019/5/313 yearsPhD in Finance and Economics- Jinan University
Lin Wei Min CPA Firm
R.O.CBryan PengIndependent Director2019/5/313 yearsEMBA-Jiao Tong University
Accounting and International Trade-Fu Jen Catholic University
VP-Finance, EZconn Corp.
Financial Assistant Manager/ Spokesman, Megic Corporation
Accounting Deputy Manager/ Project Manager, TI-Acer Inc.
R.O.CGen-Yu FongIndependent Director2019/5/313 yearsPhD in Law, Cornell University
Professor of Law, National University of Governance

Status of board Members’ Diversification Implementation

NameGenderOperational judgmentAccounting and financial analysisManagementCrisis managementIndustry know-howInternational market outlookLeadershipDecision-making
Steven YuMale
Michael YuMale
Antonio YuMale
Steven ChangMale
Wei-Min LinMale
Bryan PengMale
Gen-Yu FongMale

Number of Board Meetings and Attendance Rate in Past Years

ItemUnit201820192020
Number of Board MeetingsNumber596
Average Attendance of all Directors%91.4396.8397.62
Attendance of Independent Directors%10092.5994.44
Agenda for DiscussionPiece8117

In order to implement corporate governance and enhance the functions of the Board of Directors, the Company has established the “Board of Directors Self-Evaluation or Peer Evaluation Method”, which is implemented at least once a year. An external professional and independent organization or a team of external experts and scholars will conduct a performance evaluation of the Board of Directors and a self-evaluation of the performance of the Board members before the end of each year, and report the evaluation results to the Board of Directors every three years.
On February 25, 2019, the Company appointed Ernst & Young Global Limited to conduct the 2018 external board performance evaluation, which was conducted through document review, director self-assessment questionnaires and on-site interviews on three major components, including board structure, members, and processes and information, and reported by the Board of Directors on April 22, 2019.
On December 24, 2019, the “2019 Board of Directors’ Internal Performance Evaluation and Board Members’ Self-Performance Evaluation” was conducted, and the evaluation result was “Good”, and reported by the Board of Directors on February 26, 2020.
On December 25, 2020, the “2020 Board of Directors’ Internal Performance Evaluation and Board Members’ Self-Performance Evaluation” was conducted, and the evaluation result was “Good”, and reported by the Board of Directors on February 26, 2021.
On October 4, 2021, the Company appointed Ernst & Young Global Limited to conduct the 2021 external board performance evaluation, , and is expected to be reported by the Board of Directors on 2022.

2018 Board of Directors Evaluation and Implementation

Evaluation CycleScope of EvaluationEvaluation MethodEvaluation ContentSelf-Assessment Rate of The Board of Directors’ Performance EvaluationAchievement Rate of Self-Assessment of Board Members
Evaluated by an external professional independent organization every three yearsEvaluate 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 performance of the board of directors is evaluated on eight issues, including board structure and process, board composition of membership, corporate and organizational structure, roles and responsibilities, behavior and culture, training and development of directors, supervision of risk control, and supervision of reporting / disclosure and performance.After a comprehensive assessment, the overall performance of Eurocharm Holdings in terms of Board Structure, Members, and Process and Information are advanced in all aspects.After a comprehensive assessment, the overall performance of Eurocharm Holdings in terms of Board Structure, Members, and Process and Information are advanced in all aspects.

2019 Board of Directors Evaluation and Implementation

Evaluation CycleScope of EvaluationEvaluation MethodEvaluation ContentSelf-Assessment Rate of The Board of Directors’ Performance EvaluationAchievement Rate of Self-Assessment of Board Members
Once a yearBoard of Directors Performance Evaluation.Board of Directors’ Internal Self-Assessment “Board Assessment Self-Assessment Questionnaire”.The “Board of Directors Evaluation Self-Assessment Questionnaire” 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.100%100%

2020 Board of Directors Evaluation and Implementation

Evaluation CycleScope of EvaluationEvaluation MethodEvaluation ContentSelf-Assessment Rate of The Board of Directors’ Performance EvaluationAchievement Rate of Self-Assessment of Board Members
Once a yearBoard of Directors Performance Evaluation.Board of Directors’ Internal Self-Assessment “Board Assessment Self-Assessment Questionnaire”.The “Board of Directors Evaluation Self-Assessment Questionnaire” 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.100%100%

Director’s Training Hours

In addition to the integrity and rich industry-related experience of our board members, we arrange various further training courses according to the needs of our directors and their professional requirements. In 2020, total 55 courses attended hours by 7 people, with an average of 7.86 hours per person.

TitleNameUnit201820192020
ChairmanSteven Yuhours666
DirectorMichael Yuhours666
DirectorAntonio Yuhours666
DirectorSteven Changhours899
Independent DirectorWei-Min Linhours261610
Independent DirectorBryan Penghours669
Independent DirectorGen-Yu Fonghours699

Establishment of Corporate Governance Officers

The Company has set up part-time personnel in the General Administration and Finance Department and the board secretary office to take charge of corporate governance-related matters. These include providing information required for the directors to execute business, handling issues related to meetings of the board of directors, the audit committee, the compensation committee and the shareholders’ meeting, and preparing the minutes, etc.

Succession Planning

Board of Directors

The company currently has seven directors (including three independent directors), each with business, finance and accounting or management expertise required for the operation of the Company. In the future, the company will continue to strengthen the board of directors’ structure and increase the number of independent directors. Regarding the succession planning for the board of directors, there are currently a number of senior managers within the group who have the management and professional capabilities required to serve as directors. At the same time, the company will also seek external professional talents to prepare for the succession planning of directors. As for the part of independent directors, they are required have experience in business, legal affairs, finance, accounting or corporate business. The Company will appoint independent directors as required by law in order to further perform the function of corporate governance.

Major Management Level

The company’s employees at the assistant manager and above are the major management level, and each of them has a job agent. In addition to the training of professional ability, we also cultivate judgment, management ability and problem solving ability, so as to improve the quality of management’s decision making and prepare for the high quality human resources needed for the long-term development of the company.