Department of Mechanical Engineering, Chung Yuan Christian University
Hong Kong Polytechnic University
Ph.D. in Electrical Engineering, National Taiwan University
MBA, Indiana University
Department of Accounting, Tunghai University
PhD of Department of Transportation and Logistics Management of National Chiao Tung University
Master of Information Management, the City University of New York
依長科公司公司章程，本公司董事(含獨立董事)選舉採公司法第一百九十二條之一之候選人提名制度。本公司於一一○年三月十七日董事會核准於一一○年股東常會中改選七名董事（含三名獨立董事）。 依公司法第一百九十二條之一之規定，本公司於一一○年三月十九日公告受理董事候選人提名之期間、董事（含獨立董事）應選名額、受理處所及其他必要事項。持有本公司已發行股份總數百分之一以上股份之股東，得以書面向本公司提出候選人名單，股東提名人數不得超過董事／獨立董事應選名額。凡欲提名董事之股東，應於一一○年四月一日起至四月十二日止檢附被提名人姓名、學歷、經歷、當選後願任董事／獨立董事之承諾書、無公司法第三十條規定情事之聲明書及其他相關證明文件，以掛號寄（送）達本公司 財務部（地址：高雄市楠梓區開發路24號）。
The Board diversity policy is set out in Chapter III “Enhancement of Board Function” of the Company’s “Guidelines for Corporate Governance”.
The Board shall govern corporate strategies, supervise the management and be responsible to the Company and the shareholders’ meetings. Procedures and arrangements of the corporate governance system shall ensure the Board would exercise its authority pursuant to applicable laws and regulations, the Articles of Incorporation or the resolutions of the shareholders’ meeting.
The Company’s Board shall have seven to nine Directors based on its business scale, shareholdings of major shareholders as well as the needs of practical operation.
The concept of diversity shall be incorporated in the composition of Board members. Besides banning Directors who are also managers of the Company on taking up more than one-third of Director seats, appropriate diversity guidelines are formulated based on operations, business types and developments. These guidelines shall include but not limited to the standards of the following two aspects:
1.Fundamental conditions and values: Gender, age, nationality, culture, etc. and female Directors are advised to account for one-third of all Directors.
2.Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills, industry experience, etc.
Board members shall generally possess the knowledge, skills and understanding required to fulfill their mandates. To achieve the ideal goal of corporate governance, the Board as a whole shall possess the following capabilities:
2.Accounting and finance analysis
6.Global market perspective
Board diversity facilitates an effective operation of the Board. The Company’s nomination and selection of Board members comply with the Articles of Incorporation and adopt the candidate nomination system to ensure the diversity and independence of Board members. Besides banning Directors who are also managers of the Company on taking up more than one-third of Director seats, more than one female Director candidates can be invited and nominated, and Directors with different professional knowledge are selected to give ideas and contributions of different dimensions, thereby further strengthening the Board function.
Based on the management goals of banning Directors who are also managers of the Company on taking up more than one-third of Director seats, having at least one female Director and encompassing corporate strategy, accounting, taxation, finance, law, administration and production management in the expertise of the Board, the Company sets up seven seats of Directors (including three Independent Directors) for the fifth Board elected in July 2021. There is one female Director and the professional backgrounds of Board members range from the industry, accounting, technology to management. Directors have the knowledge, skills and understanding required to fulfill their mandates and their industry experience and competence are diverse and complementary.
In addition, Directors who are also employees of the Company account for 28.57% of all Directors while Independent Directors and the female Director account for 42.86% and 14.29%, respectively. The average tenure of Independent Director is three years and the seniority of Independent Director Ou, Jia-Ruey is one year while the seniority of Independent Directors Lin, Yi-Jing and Lin, Ren-Lin is four years. All Independent Directors have not been served consecutively for more than three terms. The Board members of current term have achieved all specific management goals of Board diversity.
Diverse backgrounds of Board members are as follows:
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