Board Diversity

According to the "Procedures for Election of Directors and Supervisors" promulgated by Taiwan Stock Exchange Corporation on January 28, 2015, the shareholders meeting of the Company established "the Rules Governing the Election of Directors" on May 27, 2016. In accordance with Article 3 of the aforementioned rules, the composition of the board of directors should take into account its diversity, and there should be a diversified guideline as to its operation and development, including, but not limited to: (1) gender, age, nationality, and culture background; and(2) expertise (such as law, accounting, business, finance, marketing and technology), skills, and experience. Such provision is also specified in Article 20, Corporate Governance Best-Practice Principles. The aforementioned two Rules and Principles have been published on the webpage of the Company.
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In order to implement the diversity policy of the Board members, the percentage of inside directors to all of the Board members is 33% and the independent director is 44%. The percentage of female board members is 11%. From the aspect of the age of Board members, three of the Board members are 70 years of age and above; four of them are between 60 and 70 years of age, and two of them are below 60 years of age. After the re-election at the 2023 annual shareholders' meeting, the backgrounds of the Board members manifest their diversity on various areas of expertise:
(1) expertise in business and management: Fong-Long Chen, Andre J.L. Koo, Chee Wee Goh, Hsiu Tze Cheng, Chih Yang Chen, Casey K. Tung, Steven Jeremy Goodman, Ching Shui Tsou and Hong Tzer Yang;
(2) expertise in finance: Fong-Long Chen, Andre J.L. Koo, Chee Wee Goh, Hsiu Tze Cheng, Chih Yang Chen, Casey K. Tung and Ching Shui Tsou;
(3) expertise in global communication & international relations: Chih Yang Chen.
(4) expertise in science and technology: Fong-Long Chen, Hong Tzer Yang and Chee Wee Goh.
(5) expertise in litigation and tax law, and law: Steven Jeremy Goodman.
(6) expertise in risk management: Fong-Long Chen, Andre J.L. Koo, Hsiu Tze Cheng, Chih Yang Chen and Steven Jeremy Goodman.

In terms of gender diversity, in addition to setting the company's goal of having at least one female director, the medium- and long-term goal is that the company and its subsidiaries have more than one-third of the company with female directors and supervisors. So far, all of the board members have achieved the goal of diversity policy.

1. Board Performance Evaluation Report of 2023

1. Evaluation Period: From 2022/11/01 to 2023/10/31.
2. Period for Conducting the Evaluation: From 2023/11/01 to 2023/11/10.
3. Criteria for Evaluation
(1) Criteria for evaluating the performance of the Board of Directors as whole
i. Participation in the operation of the company;
ii. Improvement of the quality of the board of directors' decision making;
iii. Composition and structure of the board of directors;
iv. Election and continuing education of the directors; and
v. Internal control.
(2) Criteria for evaluating the performance of individual director
i. Familiarity with the goals and missions of the company;
ii. Awareness of the duties of a director;
iii. Participation in the operation of the company;
iv. Management of internal relationship and communication;
v. The director's expertise and continuing education; and
vi. Internal control.
(3) Criteria for evaluating the performance of Compensation Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Compensation Committee;
iii. Improvement of the quality of the Compensation Committee’s decision making;
iv. Composition and selection and member election of Compensation Committee;and
v. Internal control.
(4) Criteria for evaluating the performance of Corporate Governance and Sustainable Development Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Corporate Governance and Sustainable Development Committee;
iii. Improvement of the quality of the Corporate Governance and Sustainable Development Committee’s decision making;
iv. Composition and selection and member election of Corporate Governance and Sustainable Development Committee;and
v. Internal control.
(5) Criteria for evaluating the performance of Audit Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Audit Committee;
iii. Improvement of the quality of the Audit Committee;
iv. Composition and selection and member election of Audit Committee; and
v. Internal control.
(6) Criteria for evaluating the performance of Risk Management Committee.
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Risk Management Committee;
iii. Improvement of the quality of the Risk Management Committee;
iv. Composition and selection and member election of Risk Management Committee;and
v. Internal control.
4. Internal Board Performance Evaluation Execution Team
The following members of Corporate Governance and Sustainable Development Committee were appointed on August 29, 2023, by the Corporate Governance and Sustainable Development Committee to perform the Board Performance Evaluation of 2023:
(1) All incumbent directors;
(2) Mr. Ying-Chih Liao, Corporate Governance Officer;
(3) Mr. Charles Yang, Audit Officer; and
(4) Mrs. Betsy Sun, Legal Officer.

5. Evaluation Results of the Board of Directors

6. Individual Director Performance Evaluation
The evaluation found that each director perform exceeds the Standard in every aspect of the criteria for evaluating the performance of individual director.

7. Evaluation Results of Compensation Committee

8. Evaluation Results of Corporate Governance and Sustainable Development Committee

9. Evaluation Results of Audit Committee

10. Evaluation Results of Risk Management Committee

2.Chailease Holding External Evaluation Report of the Performance of the Board of Directors

In accordance with “Regulations Governing Evaluation of the Performance of the Board of Directors”, the Company's external board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years. In June 2023, the Company appointed Taiwan Corporate Governance Association to carry out the 2023 external board effectiveness evaluation. The evaluation period is from November 1, 2022 to October 31, 2023. This association and the executives are independent and have no business relationship with the Company. The association conducts overall observation and evaluation on the following eight aspects: the composition of the board of directors, guidance, authorization, supervision, communication, internal control and risk management, self-discipline of the board of directors, and other items such as the procedure of board meetings and the support systems. Taiwan Corporate Governance Association has issued the evaluation report on December 4, 2023. The Company intends to submit the general comments and suggestions issued by the associations and the expected measures to the Corporate Governance and Sustainable Development Committee and the Board of Directors on March 27, 2024.