Board of Directors
董事會、股東會重要決議
| YEAR | File Download |
|---|---|
| 2025 |  |
| 2024 | |
| 2023 | |
| 2022 | |
| 2021 | |
| 2020 | |
董事會績效評估
| YEAR | File Download |
|---|---|
| 2025 | |
| 2024 | |
| 2023 | |
| 2022 | |
| 2021 | |
董事會成員及重要管理階層之接班規劃
Succession planning for board members and key management
Succession planning and operation of board members:
The Company selects and appoints directors using a candidate nomination system in accordance with its Articles of Incorporation and implements a policy of board diversity as outlined in the Corporate Governance Best Practice Principles. The Board currently consists of nine directors (including three independent directors) who possess diverse and complementary industry experience, as well as professional expertise in finance, accounting, international marketing, tax accounting, information technology, and corporate governance. Two of these directors also serve in senior management positions within the Company; the Board’s composition and the professional backgrounds of its members are expected to remain consistent with the current structure.
Regarding succession planning for the Board of Directors, the Company cultivates senior executives for future board roles, familiarizing them with board operations and the business activities of various Group units while deepening their industry experience through job rotation. In addition to prioritizing diversity—such as ensuring that directors who also serve as company managers do not exceed one-third of the total board seats—the Company emphasizes gender equality; the number of female directors has increased to four, raising their representation from 27.27% to 44.44%.
The company has also clearly defined the “Board of Directors Performance Evaluation Methods”, which measure items through performance evaluation, including control of company goals and tasks, awareness of responsibilities, participation in operations, internal relationship management and communication, professional functions and further training, internal control and specific Expressions of opinions, etc., to confirm the effective operation of the board of directors and to evaluate the performance of directors as a reference for future selection of directors.
Ms. Chiang,Chia-Chun, the current Chairperson, joined the management team in 1993, holding key positions such as Finance Department Specialist, Finance Department Supervisor, Spokesperson, and Corporate Governance Officer; she joined the Board of Directors in 2023 and assumed the role of Chairperson in 2026.
Succession planning for important management levels:
The important management level of the company is responsible for the relevant operation and management business within the organization, and each management level has a professional agent. In order to cultivate important management and their job agents, the training mechanism is designed to include courses related to professional abilities and corporate governance, as well as arrangements for participation in important internal business management meetings.
The company conducts employee performance appraisals every year. Through performance appraisals, we understand personal development needs and company expectations as a reference for future succession planning.
The current President, Mr. Chiang,Ming-Te, joined the affiliated company in 2003 and has rich experience and complete industry qualifications. He has served as the company’s deputy general manager, President, chairman and deputy CEO of overseas subsidiaries. In 2022, he took over as the general manager of Dahua’s parent company
獨立董事與內稽及會計師溝通
| Year | File Download |
|---|---|
| 2025 | |
| 2024 | |
| 2023 | |
| 2022 | |
董事會成員多元化
Board Member Information
Click ” Board Member Information ” for detailed information.
Board Member Diversity
The Company’s “Code of Practice on Corporate Governance”, “Director Election Procedures” and regulations stipulate the composition, qualification and selection of board members.
All director candidates adopt the “candidate nomination system” for nomination and qualification review, and after the resolution of the board of directors is passed, they are submitted to the shareholders’ meeting for election.
To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
(1) Ability to make operational judgments.
(2) Ability to perform accounting and financial analysis.
(3) Ability to conduct management administration.
(4) Ability to conduct crisis management.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Ability to lead.
(8) Ability to make policy decisions.
| Management Goals | Achievements |
|---|---|
| More than three independent directors | Achieved |
| At least one independent director with expertise in accounting, finance or business administration. | Achieved |
| The company's board of directors contains at least one director of different genders | Achieved |
Reasons and planned measures for less than one-third of the seats on the Company’s Board of Directors are female: The Company has 11 seats of directors in accordance with its Articles of Association. The current directors have been elected by the shareholders’ meeting on June 19, 2023. There are three female directors, which complies with the relevant laws and regulations at the time, but still does not reach one-third due to the characteristics of the industry. Few women are engaged in related industries.
The composition of Board of Directors must be determined by taking diversity into consideration; the directors who serve as the Company’s managerial officers
concurrently must account for no more than one-thirds of the whole directors, and it is necessary to formulate an appropriate policy on diversity based on the Company’s
business operation, business type, and development needs; it is advisable that the policy must include, without being limited to, the following two general standards:
A.Basic requirements and values: Gender, age, nationality, and culture, etc.
The company attaches great importance to gender equality in the composition of the board of directors. The target ratio of female directors is more than 25%. There are 3 female directors, accounting for 27.27% and an average age of 47 years old. There are 8 male directors, accounting for 72.73% and an average age of 63.75 years old. The average age of all directors is 59.18 years old. There are 3 independent directors, 1 for a term of less than 3 years, and 2 for 7-9 years, with an average age of 72.67 years old.
B. Professional knowledge and skills: Professional background
(1) General directors: include graduates from the Department of Economics at California State University, Long Beach, the Department of Finance at California State
University, Eastern Michigan University, Johns Hopkins University, and School of Advanced International Studies, Johns Hopkins University, and Washington State
University, and the Department of Mechanical Engineering at other institutions, and have professional backgrounds, professional skills, ESG and industry experience.
(2) Independent directors: Including Department of Accounting of National Chengchi University, Department of Business Administration of Feng Chia University, Chemical
Industry, Chung Yuan Christian University, CPA, Adjunct Associate Professor of National Taipei University of Business, and Secretary General of Importers and Exporters
Association of Taipei.
(3) The implementation of the diversity policy for Board members Please refer to NOTE 1
Independence of the Board of Directors:
The directors are not related as spouses or relatives within the second degree of kinship. There are three independent directors, which complies with the provisions of Article 14-2 of the Securities and Exchange Act, which stipulates that the number of independent directors shall not be less than two and shall not be less than one-fifth of the total number of directors.
