績效評估

Rules for Performance Evaluation of Board of Directors

The company has set up "Rules for Performance Evaluation of Board of Directors" to conduct internal performance evaluations for the Board of Directors (including functional committees) periodically (at least once a year).

Internal Performance Evaluation

The company conducts internal performance evaluations for the Board of Directors annually. The evaluations are carried out by members of the Board of Directors, members of the functional committees, and the executing units.  Performance evaluation items: 

I- Performance evaluation of board of directors
(1) Participation in the operation of the company;
(2) Quality of Board decisions
(3) Board composition and structure
(4) Appointment of directors and their continuing education
(5) Internal controls.

II- Individual evaluation of Board members
(1) Understanding of company targets and missions 
(2) Understanding of the director's role and responsibilities 
(3) Level of participation in company operations 
(4) Internal relationship management and communication
(5) Director's specialty and continued development 
(6) Internal controls

In 2023, the self-assessment of Board of Directors, functional committees (including Audit Committee and Remuneration Committee) has"fair" level. The result was reported to the Board of Directors on March 12, 2024.

External Performance Evaluation

In 2023, the company commissioned the Taiwan Institute of Ethical Business and Forensics (TIEBF) to conduct the performance evaluation of the board of directors for the year 2023. The agency appointed three evaluation experts to evaluate four major aspects, including the professional competence, decision-making effectiveness, internal controls, and sustainable operation of the Board of Directors. The evaluation was performed using questionnaires and on-site inspections to assess the effectiveness of the board of directors. The organization and the executing experts have no business dealings with the Company and maintain independence. The evaluation result was reported to the board of directors on March 12, 2024.

The organization’s overall evaluation, recommendations, and Company’s Status of implementation:

I- Overall evaluation

(1) Board of Director’s Professional Competence and Decision-Making Effectiveness:
Many of the directors, including the chairman are the founders of the company. The backgrounds of independent directors include electrical engineering, finance and accounting, and law, which can provide different suggestions from different perspectives.

(2) Decision-Making Effectiveness:
Board members all stated that there are opportunities for discussion at board meetings, and if there were major issues, the chairman and chief financial officer will communicate personally. For directors who are not involved in the company's operations, the management team will present reports at the board meeting to ensure that all the members have a certain level of understanding of the company's operations and industry status.

(3) Internal Controls
The Board of Directors has established the "Risk Management Committee" to be the organization for risk management. Each department carries out the identification and assessment of risks in all aspects and then reports to the Risk Management Committee. The audit team regularly reports to the independent directors to ensure that the Board of Directors can effectively receive the company's overall operational information and risks, as well as supervise the implementation of the company's internal controls.

(4) Attitude towards social responsibility
Except complying with legal requirements, the company is also actively participating in community activities. By establishing the sustainable development team, the company set up different goals and implement them, hoping to deepen the implementation of social responsibility and pursue sustainable business goals.

II- Recommendations

(1) Pay attention to the tenure of independent directors and issues related to diversity:
According to the requirements of the Financial Supervisory Commission, from 2024, the tenure of half of the independent directors of listed companies must not exceed three terms. There are three independent directors among the four independent directors have served more than three terms. TIEBF recommendated the company to elect new independent directors in next election run.
Reply: The company has took the recommendations into consideration.

(2) Enhance the recording of board meeting minutes
(2.1) In order to review past decision-making experiences, TIEBF recommended that the summary of opinions and responses from meetings (including pre-meetings discussions between the Principal Accounting Officer and Principal Internal Auditor) be recorded in formal meetings. it is helpful to use past decision-making experiences for future decision-making.
(2.2) TIEBF recommended for major resolutions passed in the past, the reporting of their implementation status can also be strengthened in subsequent board meetings to enable board members to promptly understand and track progress.
Reply: The company will gradually implement the suggestions in the future.

(3) Continuously Review the Employee Reward Mechanism
Talent cultivation and human resource development are indispensable aspects of a company's sustainable operations and represent one of the key values of corporate sustainability. During interviews, the interviewed directors indicated that the company has set up performance evaluation standards for employees, it still faces challenges in attracting and retaining talent in light of changes in the external environment. TIEBF recommended that the compay regularly reviewed the performance evaluation standards to make the standards closer to the actual needs of the company, and seek advice from consultants appropriately to formulate more detailed and clear operating standards.
Reply: The company has took the recommendations into consideration.

(4) Increase the discussion of sustainable development issues
(4.1) Based on the responses to the directors' questionnaires and interviews, all directors have recognized the importance of sustainable development issues. The company has the need to promote and develop about this aspect. The company, in addition to its solar energy business and environmental energy issues, has already conducted an inventory of various issues. This includes identifying potential risks as well as setting execution goals, focusing on sixteen objectives related to the environment, corporate governance, suppliers, employees, and more. However, some directors pointed out in the questionnaire that the company's board of directors could engage in more in-depth discussions on sustainability-related issues.
(4.2) Considering the increasing depth and diversity of corporate social responsibility (CSR) in recent years, the company can continue to develop in a more diverse manner in addition to the current policies that have already been implemented. The company can increase discussions on sustainability-related topics such as the environment, human rights, and stakeholders in board meetings. Furthermore, the company can continue to refer to suggestions provided by external consultants to facilitate more diverse and innovative thinking on issues related to the environment, sustainability, and corporate governance. In addition to complying with regulatory directives and customer requirements, the assessed company could also consider proactively aligning with government policy requirements by preparing bilingual (Chinese and English) sustainability reports. This would help investors better access and understand relevant information.
Reply: The company has prepared the Sustainability Report.