Board of Directors

Board of Directors’ Responsibilities

• Oversight and Compliance
  The Board assumes the ultimate responsibility for corporate governance, ensuring strict compliance with applicable laws and regulations, maintaining high financial transparency, and disclosing all material information in a timely manner. Oversight is reinforced through the Audit and Risk Committee, Compensation and Talent Development Committee, Nomination, Corporate Governance and Sustainability Committee, financial expert advisors, and the internal audit function, thereby aligning governance practices with international best standards.
• Executive Appointment and Performance Evaluation
  The Board is responsible for the appointment and removal of senior executives, monitoring and evaluating management performance, and advancing robust succession and leadership continuity plans to ensure long-term organizational stability.
• Approval of Significant Corporate Matters
  The Board reviews and approves significant corporate matters essential to the Company’s long-term development and shareholder value, including major capital expenditures, strategic investments, and dividend policy, ensuring a balance between sustainable growth and shareholder returns.
• Strategic Guidance and Risk Oversight
  The Board provides strategic guidance and risk oversight by regularly reviewing and evaluating management’s proposed strategies, operating performance, and sustainability progress. It assesses potential risks and feasibility, and, where appropriate, urges timely adjustments to ensure business resilience and the pursuit of sustainable long-term growth.

 

 

 

Board Composition and Term of Office

In accordance with the Company’s Articles of Incorporation, the Board of Directors is composed of seven members, including four independent directors. Each director serves a three-year term and is eligible for re-election upon the expiration of the term. The Chairperson of the Board is elected by the directors from among themselves, represents the Company externally, and presides over all material corporate affairs.

 

The current term of the Board runs from June 21, 2023 to June 20, 2026.

 

This structure not only fully complies with regulatory requirements but also strengthens the independence, professionalism, and long-term shareholder value within the Company’s corporate governance framework.

 

 For details regarding the convening of Board meetings, please refer to the Company’s Annual Report.

 

 

Director Diversity Policy

Purpose

The Company has established the Board Diversity Policy to strengthen corporate governance and promote the healthy development of the Board’s composition and structure. The Company believes that a diversity-oriented approach contributes to enhancing overall corporate performance.

 

Selection of Directors

Directors are elected based on merit to ensure that the Board comprises members with complementary competencies across different industries. In addition to fundamental considerations such as age, gender, nationality, and cultural background, directors are expected to have:

- Industry knowledge and relevant professional expertise, including finance, accounting, law, industry, information technology, and marketing

- Capabilities in operational judgment, business management, leadership, decision-making, and crisis management

 

Board Competencies

To achieve sound corporate governance, Article 3 of the “BCH Procedures for Election of Directors” stipulates that the Board, as a whole, should possess the following competencies:

1.Operational judgment

2.Accounting and financial analysis

3.Business management

4.Crisis management

5.Industry knowledge

6.International market perspective

7.Leadership

8.Decision-making

 

Implementation of the Diversity Policy

The “BCH Procedures for Election of Directors” stipulate that the composition of the Board shall take diversity into consideration, and an appropriate diversity policy shall be formulated based on the Company’s business operations, operating dynamics, and development needs.

 

Board Composition

In accordance with this policy, the Company re-elected its Board on June 21, 2023, comprising seven directors, including four independent directors, accounting for 57.14% of all Board seats. The average term of the three independent directors is less than six years. The age distribution of the Board is as follows

- 41–50 years old: 2 directors

- 51–60 years old: 3 directors

- 61–70 years old: 1 director

- 71–80 years old: 1 director

 

Professional Background of Directors

All directors are distinguished professionals from the industry:

- One director is a partner at a law firm

- One director is a certified public accountant at an accounting firm and a part-time lecturer in Finance at National Central University

- One director is a PhD candidate in the Department of Business Administration at National Central University

- One director is employed in the venture capital and high-tech industries

All directors possess substantial experience in corporate governance and industry technologies. The Board’s professional knowledge and expertise cover multiple areas, including industry, law, finance and accounting, technology, and management, providing strong support for corporate governance and business development.