Board Operation
The Board of Directors of Formosa Optical Technology Co., Ltd. (hereinafter referred to as the Company) is the highest governance body. The Board of Directors has the responsibility of selecting, nominating, and evaluating the performance of senior managers and is responsible for formulating the Company's corporate social responsibility, corporate citizenship, and sustainable development strategy.
The Company's Board of Directors comprises eleven directors with extensive business or industry experience, of which four are independent directors.The Board of Directors shall hold regular meetings at least once a quarter.
The Company's Board of Directors is a "serious, capable, and independent" Board. Under the leadership of Chairman Kuo-Chou Tsai's governance philosophy, the Board of Directors is responsible for supervising the Company's compliance with the law, financial transparency, timely disclosure of important information, no internal corruption, etc. To improve the supervision function and strengthen the management function, the Board of Directors has established various organizations and channels, such as the Remuneration Committee, Audit Committee, and internal audit, etc., and regularly listens to reports from the management team every quarter. The topics also include economics and environmental protection, corporate social responsibility (including related risk and opportunity assessment, compliance with ethics and ethical corporate management), etc.
The Company's management team and the Board of Directors maintain smooth and good communication. The management team must also propose corporate management strategies to the Board of Directors, evaluate the probability of success of these strategies through discussions with the Board and meeting participants, and constantly review the progress of the strategies. It is expected to urge the management team to adjust when necessary and strive to create the best interests of all shareholders as a priority.
"The term of the Company's current ""directors"" expired on July 26, 2021. According to Article 195 of the Company Act, all directors shall be re-elected.
At the Shareholders' Meeting of the Company on July 27, 2021, eleven directors (including four independent directors) were elected for a term of three years according to the Company's Articles of Incorporation. They would take office immediately after the Shareholders' Meeting, from July 27, 2021 to July 26, 2024 and be eligible for re-election.The election of the Company's directors adopts the candidate nomination system.
I. The List of Directors Approved by the Shareholders' Meeting on July 27, 2021 is as Follows:
| Title | Name | Academic background | Experience | Current position |
|---|---|---|---|---|
| Director | Kuo-Chou Tsai, Representative of Chieh Fu International Co., Ltd. | Master of Management, Tunghai University |
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| Director | Kuo-Ping Tsai | Ph.D. in Agricultural Economics, Pennsylvania State University, USA |
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| Director | Hui-Yu Chen Liu | Ming Chuan College | Chairman of Formosa Investment Development Co., Ltd. | Chairman of Formosa Investment Development Co., Ltd. |
| Director | Yi-Shan Tsai, Representative of Chieh Fu International Co., Ltd. | Master of Brand Management, European Fashion Academy Milan Campus |
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| Director | Tzu-Chiang Chueh, Representative of Formosa Electronics Co. Ltd. | Department of Economics, Chinese Culture University |
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| Director | Chih-Wei Chang, Representative of Chih-Wei Investment Co., Ltd. | Department of Information Science, University of Arizona, USA |
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| Director | Hsiu-Pi Yao | Master of Business Administration, University of Missouri Columbia |
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| Independent Director | Chung-Chi Wen | Master of Law, Graduate School of Law, Chinese Culture University |
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| Independent Director | Meng-Jou Wu | Master of Economics, School of Management, Michigan State University |
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| Independent Director | Yu-Ching Tsai | Graduate School of Accounting, National Taiwan University |
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| Independent Director | Jung-Hui Liang | Ph.D. in Finance, Graduate School of Business Administration, National Taiwan University of Science and Technology |
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II. The Diversity of Board Members is as Follows：
| Gender | Operational judgment capability | Accounting and financial analysis capability | Business management capability | Crisis management capability | Industrial knowledge | Global market insight | Leadership capability | Decision-making capability | Law | |
|---|---|---|---|---|---|---|---|---|---|---|
| Kuo-Chou Tsai | Male | V | V | V | V | V | V | V | V | |
| Kuo-Ping Tsai | Male | V | V | V | V | V | V | V | V | |
| Hui-Yu Chen Liu | Female | V | V | V | V | V | V | V | ||
| Yi-Shan Tsai | Female | V | V | V | V | V | V | V | V | |
| Yu-Ching Tsai | Female | V | V | V | V | V | V | |||
| Chung-Chi Wen | Male | V | V | V | V | V | V | |||
| Meng-Jou Wu | Male | V | V | V | V | V | V | V | V | |
| Tzu-Chiang Chueh | Male | V | V | V | V | V | V | V | V | |
| Chih-Wei Chang | Male | V | V | V | V | V | ||||
| Hsiu-Pi Yao | Female | V | V | V | V | V | V | V | V | |
| Jung-Hui Liang | Male | V | V | V | V | V | V | V | V |
The Company's directors with employee status accounted for 18%, independent directors accounted for 36%, female directors accounted for 36%; three independent directors have a tenure of four to six years, and one independent director has a tenure of more than nine years; one director is over 70 years old, four directors are between 60 to 69 years old, and six directors are under 60 years old.The Company pays attention to gender equality in the composition of the Board of Directors, and the ratio of female directors exceeds 30%.
III. Information on the Board operation:：
The Board has held 7 (A) meetings as of the last Board meeting (Dec 19) in 2023.
The attendance of directors is as follows：
Dec 31
| Title | Name (Note 1) | Attendance in person (B) | By proxy |
Actual attendance rate (%) [B/A] (Note 2) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Chieh Fu International Co., Ltd. Representative: Kuo-Chou Tsai |
7 | 0 | 100 | Re-elected on July 27, 2021 |
| Vice Chairman | Kuo-Ping Tsai | 7 | 0 | 100 | Re-elected on July 27, 2021 |
| Director | Hui-Yu Chen Liu | 6 | 1 | 86 | Newly elected on July 27, 2021 |
| Director | Chieh Fu International Co., Ltd. Representative: Yi-Shan Tsai |
5 | 2 | 71 | Re-elected on July 27, 2021 |
| Director | Formosa Electronics Co., Ltd Representative: Tzu-Chiang Chueh |
7 | 0 | 100 | Newly elected on July 27, 2021 (former supervisor) |
| Director | Chih-Wei Investment Co., Ltd. Representative: Chih-Wei Chang |
7 | 0 | 100 | Newly elected on July 27, 2021 (former supervisor) |
| Director | Hsiu-Pi Yao | 7 | 0 | 100 | Newly elected on July 27, 2021 (former supervisor) |
| Independent Director | Chung-Chi Wen | 7 | 0 | 100 | Re-elected on July 27, 2021 |
| Independent Director | Yu-Ching Tsai | 7 | 0 | 100 | Re-elected on July 27, 2021 |
| Independent Director | Meng-Jou Wu | 7 | 0 | 100 | Re-elected on July 27, 2021 |
| Independent Director | Jung-Hui Liang | 7 | 0 | 100 | Newly elected on July 27, 2021 |
Attendance of independent directors at each Board meeting in 2023 (◎: in person ☆: by proxy *: absent)
| March 24 | May 10 | June 27 | August 9 | September 15 | November 8 | November 24 | December 22 | |
|---|---|---|---|---|---|---|---|---|
| Chung-Chi Wen | ◎ | ◎ | ◎ | ◎ | ☆ | ◎ | ◎ | ◎ |
| Yu-Ching Tsai | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ☆ | ◎ |
| Meng-Jou Wu | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ |
| Jung-Hui Liang | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ |
IV. Succession Planning for Board Members
In planning the succession plan for the Board of Directors, the successor must comply with the requirements of the "Board Member Diversification Policy" and "Director Selection Procedures" set by the Company, possess diverse capabilities for performing duties, and have values and personality traits consistent with the Company's business philosophy.
"Currently, the Company has eleven directors, of which two directors are also the senior management of the Group. In the future, the overall structure of the Company's Board and the member experience background will persist with the current structure and make appropriate adjustments according to the Company's development.Furthermore, independent directors are required to have work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company, together with at least five years of work experience. In addition, by law, there shall be no more than three other public offering companies where the individual concurrently serves as an independent director.
Currently, there is no shortage of these professionals in the domestic. Therefore, the Company's succession planning of independent directors remains to come from academia and industry."
Through the combination of senior management within the Group, academia, and industry, the composition of the Board members is in line with the diversification policy of the Company's Board of Directors.