Board of Directors
Directors
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Powers and Responsibilities of the Board of Directors
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Succession Planning for Members of the Board of Directors |
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Members of the Board of Directors are expected to possess diverse core competencies and are supported by independent directors with different professional backgrounds to effectively fulfill their duties. The responsibilities of the Board include establishing sound corporate governance mechanisms; supervising, appointing, and guiding the Company’s management; strengthening management functions; and overseeing the Company’s overall operational performance across economic, social, and environmental dimensions, with a commitment to maximizing stakeholder interests.
Information regarding the backgrounds of Board members, including education, age structure, concurrent positions held in other companies, and the operation of the Board and its functional committees, is disclosed in the Company’s annual report. Relevant real-time information is also available on the Market Observation Post System (MOPS).
In planning for succession, the Company requires that potential successors not only demonstrate outstanding professional capabilities, but also share values aligned with the Company’s principles, including integrity, accountability, value creation, and team achievement. The Board currently consists of nine directors, including four independent directors, all of whom possess the professional knowledge and experience required in areas such as business management, legal affairs, finance, accounting, or corporate operations.
With respect to Board succession planning, the future composition and background of Board members will continue to reference and maintain the current structure. In addition to cultivating senior executives from various internal departments—who, through operational experience and development, have demonstrated recognized capabilities in professional expertise, team leadership, and strategic planning—as a talent pool for future directorships, the Company also maintains close industry–academia collaborations. Accordingly, for independent directors who are legally required to possess experience in business, legal, financial, accounting, or corporate operations, there is no anticipated shortage of qualified professionals within the domestic market.
In addition to professional backgrounds and skills, Board members are also required to possess expertise relevant to the Company’s business operations and strategic planning. To continuously enhance directors’ professional competencies and to address growing international attention to corporate governance and corporate social responsibility, the Company arranges continuing education programs covering areas such as finance, risk management, operations, business administration, legal affairs, accounting, corporate social responsibility, internal control systems, and financial reporting responsibilities, as relevant to the Company’s industry. Each director is required to complete at least six (6) hours of continuing education annually to ensure an adequate level of industry knowledge and access to emerging insights.
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Succession Planning for Key Management Personnel |
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The Company emphasizes that, in addition to professional expertise, management personnel must embody the Company’s core corporate culture and values, including accountability, value creation, and team achievement. In alignment with the Company’s development strategies, succession planning is implemented through mechanisms such as job rotation and overseas assignments, one-on-one mentoring and coaching, and participation in management meetings. These initiatives are designed to deepen understanding of the Company’s management philosophy, strengthen managerial competencies, and cultivate multifaceted capabilities to facilitate the continuity of talent and management experience.
Management personnel are assigned clearly defined departmental responsibilities and position planning, and a deputy or acting officer system is in place. Through hands-on operational experience, managers are able to develop practical expertise and enhance their management capabilities.
In 2025, the Company conducted training programs for middle- and senior-level managers totaling 1,920.5 training hours, with 1,317 participant attendances. |
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Executive Management Compensation and ESG-Related Performance Evaluation |
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The compensation of the Company’s senior executives at the level of Vice President and above is positively correlated with the Company’s operating performance and governance outcomes. Executive compensation consists of fixed compensation and variable compensation.
Performance evaluation metrics include financial indicators, strategic indicators, sustainability and internal control indicators, and management indicators. The respective weightings and specific assessment items for each category are set forth in the table below.
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Education and Advocacy on the Prevention of Insider Trading |
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The Company regularly arranges education and advocacy programs for incumbent directors and insiders regarding the Procedures for Handling Material Inside Information and relevant laws and regulations. For newly appointed directors and insiders, such education and advocacy are arranged prior to assuming office. For newly hired employees, the Human Resources Department provides relevant education during pre-employment orientation and training.
On December 23, 2025 , the Company notified directors of the scheduled Board meeting dates for 2026, as well as theclosed periods prior to the announcement of quarterly and annual financial reports, and reminded directors that they are prohibited from trading the Company’s shares during the closed periods, namely thirty (30) days prior to the announcement of the annual financial report and fifteen (15) days prior to the announcement of each quarterly financial report, in order to prevent inadvertent violations of relevant regulations.
During the year, the Company conducted related education and advocacy sessions for incumbent directors on April 30 and July 30, 2025. In addition, education and advocacy for insiders and employees are conducted on an ad hoc basis through operational meetings and training courses. The content of such advocacy includes, but is not limited to, the confidentiality of material corporate information and the prevention of insider trading.
Board Diversity Policy and Implementation Status of Elite Material Co., Ltd.Performance Evaluation of the Board of Directors and Functional CommitteesImplementation Status of the “Risk Management Policy and Procedures”2025 Report on the Implementation of Ethical Corporate Management |