The fifth term of the Board of Directors runs from June 25, 2024, to June 25, 2027. The board consists of eight directors with rich industry experience, including four independent directors, which meets the regulatory requirements for listed companies. The four independent directors have expertise in finance and accounting, business operations, information technology, law, and risk management, possessing the knowledge, skills, and qualities necessary to perform their duties. Our Chairman, Pi-Hua Chen, is passionate about the beauty industry with extensive industry knowledge and professional leadership, as well as marketing and operational management capabilities, and she is dedicated to maximizing shareholders’ interests.
The Board of Directors guides the company’s strategy, oversees the management team, and is accountable to the company and its shareholders. The corporate governance framework and its various operations and arrangements ensure that the Board of Directors exercises its authority in accordance with legal requirements, the company’s articles of association, or resolutions passed at shareholders’ meetings.
The Board of Directors shall guide the company’s strategy, supervise management, and be accountable to the company and its shareholders. The company’s corporate governance system, including its operations and arrangements, shall ensure that the Board exercises its powers in accordance with applicable laws, the Articles of Incorporation, and resolutions of the shareholders’ meeting.
The primary responsibilities of the Board of Directors include, but are not limited to, approving the company’s operating plans, annual financial reports, and semi-annual financial reports; establishing or modifying internal control systems; formulating or amending important management procedures in accordance with Article 36-1 of the Securities and Exchange Act, such as: acquiring or disposing of assets, trading derivatives, and lending funds to others; approving major operating items such as the issuance or issuance of securities; appointing and dismissing managers; appointing and dismissing financial accounting and internal audit supervisors; supervising the integrity of the company’s operating management; and exercising other powers conferred by law and shareholder resolutions. The Board guides the execution of the company’s business and the resolution of major decisions to ensure the company’s development and safeguard the rights and interests of shareholders.
According to the company’s articles of association, a nomination system for candidates should be adopted for the election of directors, and shareholders should select from the list of director and independent director candidates. Additionally, the “Board of Directors Performance Evaluation Procedures” are established to evaluate the performance of the Board of Directors, individual directors, and functional committees. The evaluation results serve as a reference for the selection or nomination of directors and the determination of their individual compensation.
Members of the Board of Directors should collectively possess the knowledge, skills, and qualities necessary to perform their duties. The overall capabilities that the board should possess are as follows:
Our company’s “Corporate Governance Best Practice Principles” outline diversity policies in its Chapter 3, “Strengthening the Role of the Board of Directors.” Members of the Board are nominated and elected in accordance with the company’s articles of association, using a candidate nomination system. In addition to evaluating the qualifications and experience of each candidate, we also consider the opinions of stakeholders, adhering to the “Procedures for the Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure the diversity and independence of all Board members.
Article 20 of the company’s “Corporate Governance Best Practice Principles” stipulates that the composition of the Board of Directors should emphasize gender equality and that members should collectively possess the knowledge, skills, and qualities necessary to perform their duties. The company has already implemented this requirement and will continue to make timely adjustments based on the company’s operational development to ensure these principles remain in place.
The list of the eight members (including four independent directors) of the Company’s fifth Board of Directors features individuals with backgrounds in beauty and marketing, healthcare and biotech, finance, and information technology. This diversity in expertise helps enhance corporate governance and management performance.
Among the eight members of the Company’s fifth Board of Directors, seven are local nationals, and one is from mainland China. The composition includes four independent directors (50%), and two directors are company employees (25%). The age distribution of the directors is as follows: one director is aged 71-80, four directors are aged 61-70, one directors are aged 51-60, and two directors are aged 41-50.
In addition to the above, the Company also emphasizes gender equality in the composition of the Board of Directors. The Company’s fifth Board of Directors includes four female members (two of whom are independent directors), making the proportion of female directors 50%.
Please refer to the following for the capabilities of individual board members and the implementation of the diversity policy:
|
Item
Director’s
Name |
Basic Information | Business Experience | Expertise | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender |
Concurrently employee of the Company |
Age |
Independent Director’s Current Tenure |
Beauty, Marketing |
Healthcare, Biotechnology |
Information Technology |
International Trade |
Finance, Accounting |
Law |
Business Operations |
Risk Management |
|||||
|
41 ~ 50 |
51 ~ 60 |
61 ~ 70 |
71 ~ 80 |
Less than 3 |
More than 9 |
||||||||||||
|
Chen, Pi-Hua Chairman |
R.O.C | F | |||||||||||||||
|
Chen, Pei-Wen Director |
R.O.C | F | |||||||||||||||
|
Wu, Sizong Director |
Mainland China | M | |||||||||||||||
|
Chao, Cheng-Yu Director |
R.O.C | M | |||||||||||||||
|
Tsai, Yu-Chin Independent Director |
R.O.C | F | |||||||||||||||
|
Hsu, Wen-Kuan Independent Director |
R.O.C | F | |||||||||||||||
|
Huang Lei-Kang Independent Director |
R.O.C | M | |||||||||||||||
|
Lee Jin-Wei Independent Director |
R.O.C | M | |||||||||||||||
Of the eight members of our company’s fifth Board of Directors, four are independent directors, making up 50% of the board. All independent directors meet the requirements set forth in the “Regulations Governing the Appointment and Qualifications of Independent Directors of Public Companies.”
None of the eight directors on our company’s fifth Board of Directors is under any of the circumstances listed in Article 30 of the Company Act.
Among the eight directors, three (Chairman Chen Pi-Hua, Director Chen Pei-Wen, and Director Chao Cheng-Yu) are related within two degrees of kinship, but this figure does not exceed half of the board seats. Therefore, there are no issues as stipulated in Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act.
Based on the above, our company’s Board of Directors maintains the necessary independence to exercise its duties.
According to the “Board of Directors Performance Evaluation Procedures” established by the Company on December 29, 2020, the internal performance evaluation of the Board of Directors should be completed by the end of the first quarter of the following year.
These procedures call for the Board of Directors to conduct an annual internal performance evaluation, following the specified evaluation methods and indicators. At the beginning of each year, performance self-assessment questionnaires are distributed to all members of the Board of Directors and functional committees.
| Cycle | Period | Scope | Method | Contents |
|---|---|---|---|---|
| Once a year | 2024 | Board | Internal self-evaluation |
|
| Once a year | 2024 | Each director | Internal self-evaluation |
|
| Once a year | 2024 | Functional Committee | Internal self-evaluation |
|
The performance evaluations of the Board of Directors and functional committees for fiscal year 2024 were completed by the end of the first quarter of 2025. The evaluation scores for that year ranged from 4.62 to 4.90 out of a maximum of 5 points. The average overall score of the Board was 4.65; with the Board self-assessment reaching 4.62 and individual directors” self-assessment scoring 4.90. For functional committees (including the Audit Committee and Remuneration Committee), the average score was 4.88. Directors generally strongly agreed with the evaluation indicators, and the overall performance of the Board of Directors and functional committees were assessed as excellent, aligning with the principles of corporate governance. These results were reported during the Board of Directors meeting on February 27, 2025.
The compensation for directors is determined in accordance with Article 64 of the company’s articles of association, as amended and approved on June 6, 2023, based on the following factors: (a) their involvement in the company’s operations; (b) the value of their contributions to the company; (c) the performance evaluation of the Board of Directors; (d) consideration of industry standards; and (e) recommendations from the Remuneration Committee and other relevant factors. After review by the Remuneration Committee, these factors are submitted to the Board of Directors for resolution, along with Article 90-2. If the company generates profits in a given year, up to 3% of the profits may be allocated for director compensation, requiring a resolution passed by at least two-thirds of the attending directors and a majority of all directors present. However, if the company has accumulated losses, the amount needed to offset these losses should be retained first.
Director compensation is also based on the results of the “Board of Directors Performance Evaluation Procedures.” This evaluation considers various factors, including the directors’ involvement in company operations, the quality of Board decisions, the composition and structure of the Board, the selection and continuous training of directors, internal controls, and other relevant items. The performance evaluation results are used as a reference for determining individual director compensation, ensuring reasonable remuneration.
Directors are nominated by the company’s major shareholders and elected by the shareholders’ meeting. For newly appointed directors, the company arranges a 12-hour training program in the year of their election. We also provide directors and internal personnel with relevant legal information, important considerations, and regulatory guidance manuals. Additionally, during their tenure, directors are required to complete 6 hours of continuous training each year to ensure they possess the necessary professional knowledge to perform their duties effectively.
In planning the succession for key management positions, the company considers candidates who not only possess exceptional professional abilities and performance but also align with the company’s corporate culture and management philosophy. These candidates should demonstrate their ability to create value, support their team, and persevere through challenges.
For the training of the CEO successor, our approach includes management and professional skill development, participation in designated projects, and job rotations. The training content covers areas such as human resources, financial risk, brand marketing, and supply chain management, aiming to cultivate the trainee’s strategic planning and operational decision-making capabilities.
Through this succession training program, we selected a CEO candidate in 2019 and have since applied this model to develop other high-level management positions.
