INVESTORS

Corporate Governance

*The Eighth Term Board of Directors

TitleNationalityNameGender/AgeEducation/Work ExperienceOther Positions
ChairmanROCChih-Hung OuyangMale
Age 51~60
  1. Electrical Engineering, National Sun Yat-sen University
  2. R&D Engineer, Acer Incorporated
  3. Project Manager, Ai West Co. Ltd.
  4. President, Micro Sova
  1. President, Brogent Technologies Inc.
  2. Chairman, Fu Wu Investment Ltd.
  3. Chairman, Brogent Global Inc.
DirectorROCChang chun Investment Co. Ltd. Representative Chih-Chuan ChenMale
Age 61~70
  1. M.B.A., National Taiwan University
  2. Vice President, Investment Administration Division, RT-Mart International
  1. Vice President, Investment Administration Division, RT-Mart International
  2. Juridical Person Director Representative of MEGA GROWTH VENTURE CAPITAL CO., LTD.
  3. Juridical Person Director Representative of Gogoro Inc.
  4. Juridical Person Director Representative of Diamond Biotechnology Investment Co., Ltd.
  5. Juridical Person Director Representative of Diamond Capital Management Co., Ltd.
  6. Juridical Person Director Representative of MIHO INTERNATIONAL COSMETIC CO., LTD
DirectorROCChin-Huo HuangMale
Age 71~80
  1. Chang Hua Industrial Vocational High School
  2. Director, SANFU Motors Industrial Corp.
  3. Director, Chun Ying Metal Industrial Co., Ltd.
  1. Chairman, Fu Ying Metal Industrial Co., Ltd.
DirectorROCLARGOU MORI CO. LTD. Representative: Shen-Hao ChengMale
Age 61~70
  1. The doctorate degree of Meiji University /Graduate School of Commerce.
  2. LARGOU MORI CO., LTD Chairman
  1. LARGOU MORI CO., LTD(TW) Chairman
  2. LARGOU MORI CO., LTD(JAPAN) Chairman
Independent DirectorROCLewis LeeMale
Age 61~70
  1. National Chengchi University, Department of Accounting.
  2. Partner, PwC, Taiwan.
  1. Vice director, ZHI CHENG Co-located CPA Firm.
  2. Independent Director, ScinoPharm Taiwan, Ltd.
  3. Independent Director, ALL RING TECH CO.,LTD.
  4. Independent Director, POYA International Co.,Ltd.
Independent DirectorROCChih-Poung LiouMale
Age 61~70
  1. LL. M., University of Tokyo (Japan)
  2. Managing Partner, Stellex Law Firm.
  1. Managing Partner, Stellex Law Firm.
Independent DirectorROCJih-Ching ChiuMale
Age 61~70
  1. Ph.D., CSIE, Chiao-Tung University,
  2. Associate Professor, National Sun Yat-sen University
  1. Associate Professor, National Sun Yat-sen University
Independent DirectorROCKeng-Shin LinMale
Age 51~60
  1. College of Medicine, Taipei Medical University
  2. Chief Physician, Kaohsiung Municipal Kai-Syuan Psychiatric Hospital
  1. Dean of Dr. Lin’s Healing Clinic
Note 1: A directors election was held during the annual general meeting on May 31, 2023 and one independent director was added.
Note 2: There is 1 director concurrently serving as a manager of the Company, accounting for 12.5%.

Continuing Education of Directors in 2024
Brogent handles continuing education of the Board of Directors in accordance with the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies." Directors received a total of 52 hours of continuing education in 2024, on average each director received 6.50 hours of continuing education, which continues to improve the Board's understanding of regulatory changes and emerging issues, strengthens directors' overall competencies, and improves corporate governance results.
 

Title
 		NameOrganizerCourse NameDateHours
ChairmanChih-Hung OuyangTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
DirectorChangchun Investment Co. Ltd.
Representative:
Chih-Chuang Chen		Taiwan Institute for Sustainable EnergyThe history of the sustainable development concept113/04/181 hour
Taiwan Corporate Governance AssociationFinancial consumer protection, treat clients fairly and financial friendly, and taking the issue of financial discrimination against people with disabilities as an example113/05/091 hour
Taiwan Institute for Sustainable EnergySustainable finance: GRI, TCFD, TNFD, IFRS S1/S2 and Sustainable insurance113/05/301 hour
Taiwan Corporate Governance AssociationIFRS17 management issues and practical case studies113/07/261.5 hours
IFRS17 management issues and practical case studies113/08/081.5 hours
Gender equality obligations of enterprises under the ESG framework113/09/181 hour
Leading enterprise growth with enterprise performance management113/10/013 hours
DirectorChin-Huo HuangTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
DirectorLARGOU MORI CO. LTD.
Representative: Shen-Hao Cheng		Taiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
Independent DirectorLewis LeeTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
Independent DirectorChih-Poung LiouTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
Independent DirectorJih-Ching ChiuTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
Independent DirectorKeng-Shin LinTaiwan Corporate Governance AssociationUnderstanding related-party transactions and non-arm's length transactions from practical cases113/10/213 hours
Labor dispute prevention and corporate governance including gender equity education act113/10/213 hours
Total hours of courses taken by all board members52 hours
 
Performance Evaluation of the Board of Directors
 
Evaluation cycleEvaluation periodScope of evaluationEvaluation methodEvaluation itemsEvaluation resultsDate reported to the Board of Directors
Once a yearJanuary 1, 2024 to December 31, 2024Board of Directors
Individual Board members		Annual Self-Assessment Questionnaire for Directors
Remuneration Committee		Includes attendance in Board meetings, understanding before meetings and participation in discussions of proposals during meetings, interaction with the management team, compliance with laws and best practice principles, continuing education of corporate governance-related courses, understanding of the Company, management team, and industry, and other items designated by the competent authority or Board of Directors.Exceeds standardsJanuary 17, 2025
Note: The Company's Regulations Governing Board Performance Evaluations was approved by the Board of Directors on March 12, 2019, and stipulates that an internal Board performance evaluation must be conducted at least once a year. Board performance evaluations are reviewed by the Remuneration Committee.


 
Diversity of the Board of Directors:
Based on the policy of diversification and strengthening of corporate governance in order to promote the sound development of the Company’s board composition and structure, the nomination of candidates for directors of the Company shall be adopted the candidate nomination system in accordance with the provisions of the Company's Articles of Incorporation. Each candidate’s academic qualifications, work experience, professional background, integrity or relevant professional qualifications, and others are evaluated and considered. After the Board of Directors passed the resolution, the proposed nominees will be submitted to the Shareholders Meeting for election. With regard to the board composition, it is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.
In addition, the Company has, based on its own operations, operational patterns and developmental needs, formulated appropriate diversification policies including but not limited to the following:
A.Basic conditions and value: gender, age, nationality and culture.
B.Professional knowledge and skills: operational judgment capability, accounting and financial analysis capability, business management capability, risk management capability, industry knowledge, international market outlook, leadership capability, and decision-making capability.


The current Board of Directors of the Company consists of eight directors. The specific management objectives of the board diversity policy and their achievement status are as follows:
 
Diversity management objectivesAchievement status
The number of independent directors exceeds one third of the board seats.Done
It is advisable that the number of the directors who concurrently serve as the managers of the Company should not exceed one-third of the board seats.Done
The independent directors shall not hold office for more than 3 terms.Done
Adequate and diverse professional knowledge and skills.Done


The implementation status of the board diversity policy is as follows:
 
Core of diversify 


 
 Name
Basic compositionProfessional backgroundProfessional knowledge and capabilities
NationalityGenderEmployeeAgeseniority of independent directors (less than 3 years)AccountingIndustryFinanceTechnology Law Operational judgment capabilityBusiness management capabilityLeadership and decisionmaking capabilityRisk Management capabilityIndustry knowledgeInternational Market outlook
51~6061~7071~80
DirectorChih-Hung OuyangROCMale√√   √√√√ √√√√√√
Chang chun Investment Co. Ltd. Representative: Chih-ChuanMale  √   √ √ √√√√√√
Chin-Huo HuangMale   √  √ √ √√√√√√
LARGOU MORI CO., LTD Representative CHENG SHENHAOMale  √  √√√  √√√√√√
Independent directorLewis LeeMale  √ √    √√√√√√√
Chih-Poung LiouMale  √ √ √ √ √√√√√√
Jih-Ching ChiuMale  √ √ √ √ √√√√√√
Keng-Shin LinMale  √   √ √ √√√√√√
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