The Eighth Term Board of Directors
The Eighth Term Board of Directors| Title | Nationality | Name | Gender/Age | Education/Work Experience | Other Positions |
|---|---|---|---|---|---|
| Chairman | ROC | Chih-Hung Ouyang | Male Age 51~60 |
|
|
| Director | ROC | Chang chun Investment Co. Ltd. Representative Chih-Chuan Chen | Male Age 61~70 |
|
|
| Director | ROC | Chin-Huo Huang | Male Age 71~80 |
|
|
| Director | ROC | LARGOU MORI CO. LTD. Representative: Shen-Hao Cheng | Male Age 61~70 |
|
|
| Independent Director | ROC | Lewis Lee | Male Age 61~70 |
|
|
| Independent Director | ROC | Chih-Poung Liou | Male Age 61~70 |
|
|
| Independent Director | ROC | Jih-Ching Chiu | Male Age 61~70 |
|
|
| Independent Director | ROC | Keng-Shin Lin | Male Age 51~60 |
|
|
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 2025
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 48 hours of continuing education in 2024, on average each director received 6 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.
Note 2: There is 1 director concurrently serving as a manager of the Company, accounting for 12.5%.
▍Continuing Education of Directors in 2025
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 48 hours of continuing education in 2024, on average each director received 6 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 | Name | Organizer | Course Name | Date | Hours |
| Chairman | Chih-Hung Ouyang | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Director | Changchun Investment Co. Ltd. Representative: Chih-Chuang Chen | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hour |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hour | |||
| Director | Chin-Huo Huang | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Director | LARGOU MORI CO. LTD. Representative: Shen-Hao Cheng | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Independent Director | Lewis Lee | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Independent Director | Chih-Poung Liou | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Independent Director | Jih-Ching Chiu | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Independent Director | Keng-Shin Lin | Taiwan Corporate Governance Association | Legal Responsibilities in Sustainability Reporting | 2025/10/21 | 3 hours |
| Non-Routine Transactions and Related-Party Transactions | 2025/10/21 | 3 hours | |||
| Total hours of courses taken by all board members | 48 hours | ||||
▍Performance Evaluation of the Board of Directors
| Evaluation cycle | Evaluation period | Scope of evaluation | Evaluation method | Evaluation items | Evaluation results | Date reported to the Board of Directors |
| Once a year | January 1, 2025 to December 31, 2025 | Board 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 standards | January 21, 2026 |
▍Diversity and independence of the Board of Directors
(1). Diversity of the Board of Directors
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 approved the resolution, the proposed nominees will be submitted to the Shareholders' Meeting for election.
Brogent has clearly stipulated in its "Corporate Governance Best Practice Principles" that the composition of the board of directors should take diversity into consideration and formulate appropriate diversity policies based on its own operations, business model and development needs, including but not limited to basic conditions and values (such as gender, age, nationality and culture) and professional knowledge and skills (such as operational judgment, accounting and financial analysis, business management, leadership decision-making, crisis management, industry knowledge and international market perspectives).
Brogent's current board is composed of eight directors. Its diversity policy and implementation are as follows:
A. The number of independent director seats exceeds one-third of the board seats: The current board of directors consists of eight directors, four of whom are independent directors, accounting for 50%, and there is no situation where the number of seats is less than one-third.
B. The number of directors who concurrently serve as managers of the Company should not exceed one-third of the board seats: Currently, one director also serves as manager of the Company, accounting for 12.5%, which does not exceed one-third.
C. It is planned that the term of independent directors will not exceed three consecutive terms: the four independent directors have not yet reached the maximum term limit.
D. Currently, all eight members are 51 years old or above; the age range of directors is one director is between the ages of 51 and 60 (12.5%), six directors are between the ages of 61 and 70 (75%), and one director is over 71 years old (12.5%).
E. The Company focuses on the industry experience of the members of the Board of Directors. Two of the directors have a professional background in finance and accounting, accounting for 25% of all directors; six directors have a rich professional background in industry and technology, accounting for 75% of all directors; and one director has a professional background in law, accounting for 12.5% of all directors.
F. Although the current board of directors is composed of male directors, the Company has set a target ratio for gender diversity among board members in order to promote diversity and gender balance on the board of directors. In the future, the Company will give priority to seeking female board candidates with professional capabilities and leadership experience, and will be included in the 2026 board of directors’ re-election. The Company expects to have at least one female director seat on the Board to strengthen corporate governance and decision-making diversity.
(2). The implementation status of the board diversity policy is as follows:
Core of diversify Name | Basic composition | Professional background | Professional knowledge and capabilities | ||||||||||||||||
| Nationality | Gender | Employee | Age | seniority of independent directors (less than 3 years) | Accounting | Industry | Finance | Technology | Law | Operational judgment capability | Business management capability | Leadership and decisionmaking capability | Risk Management capability | Industry knowledge | International Market outlook | ||||
| 51~60 | 61~70 | 71~80 | |||||||||||||||||
| Director | Chih-Hung Ouyang | ROC | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||
| Chang chun Investment Co. Ltd. Representative: Chih-Chuan | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||
| Chin-Huo Huang | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||
| LARGOU MORI CO., LTD Representative CHENG SHENHAO | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Independent director | Lewis Lee | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Chih-Poung Liou | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Jih-Ching Chiu | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||||||||
| Keng-Shin Lin | Male | √ | √ | √ | √ | √ | √ | √ | √ | √ | |||||||||
(3). Independence of the Board of Directors: The Board of Directors of the Company consists of eight directors, of which four are independent directors (50% of all directors), as well as the independent directors are more than half of the board seats. As of 2024.12.31, In addition, all of independent directors comply with the regulations of the Securities and Futures Bureau and none of the circumstances prescribed in paragraph 3 and paragraph 4, Article 26-3 of the Securities Exchange Act exist among the directors and independent directors. The Board of Directors of the Company is independent (Please refer to page 10-12 of this Annual Report -Disclosure of information on professional qualifications of directors and independence of independent directors). The Experience (Education), Gender and Work Experience (Please refer to page 6-8 of this Annual Report - Information of directors).