According to the company’s articles of incorporation, the company shall have between five and nine directors, including at least three independent directors. Directors are elected through a candidate nomination system, where shareholders select from a list of nominated candidates. Their term of office is three years, with the possibility of re-election. The election procedure for directors is formulated by the board of directors and submitted to the shareholders’ meeting for approval. The company has established an Audit Department, which is directly supervised by the Chairman of the Board.

Board of Directors Overview

According to the company’s articles of incorporation, at least three independent directors shall be appointed from the board members. The election of directors follows a candidate nomination system, where both independent and non-independent directors are elected together, with separate calculations for the number of elected positions. Therefore, both the board of directors and shareholders holding more than 1/100 of the total issued shares of the company are eligible to submit a list of candidates in writing during the designated period for accepting nominations, as announced by the company. Shareholders will then elect directors from the nominated list at the shareholders’ meeting. The company’s board of directors has appointed 7 directors (including 3 independent directors), with a term of office from June 6, 2024, to June 5, 2027.

Board of Directors Profiles

Note: *Director / # Independent Director

Implementation of Board Member Diversity

The company’s board of directors consists of 7 members, including 4 non-independent directors and 3 independent directors, one of whom is female. The board collectively possesses capabilities in areas such as: operational judgment, accounting and financial analysis, management expertise, crisis management, industry knowledge, international market perspective, leadership, and decision-making abilities.

1. 1. Diversity Policy: To strengthen corporate governance and promote the sound development of the board’s composition and structure, the board members should be selected with diversity in mind. An appropriate diversity policy should be formulated based on the company’s operations, business model, and development needs. The policy should include, but is not limited to, two main aspects: basic qualifications and values (such as gender, age, nationality, culture, ethnicity, etc.) and professional knowledge and skills (such as law, accounting, industry experience, finance, marketing, technology, etc.).

   2. Specific Management Objectives: The board of directors of the company guides the company’s strategy, oversees the management team, and is accountable to the company and its shareholders. The various operations and arrangements within the corporate governance system are designed to ensure that the board exercises its authority in accordance with the law, the company’s articles of incorporation, and resolutions passed by the shareholders’ meeting.

   3. Current Implementation of Board Member Diversity: The current board of directors of the company consists of 7 members, including 4 non-independent directors and 3 independent directors (one of whom is a female director). The board possesses the following capabilities: operational judgment, accounting and financial analysis skills, management expertise, crisis management ability, industry knowledge, international market perspective, leadership, and decision-making abilities. Additionally, the board members bring industry experience and professional expertise to the company.

Board Committees

Since July 2021, the company has established an Audit Committee, which is composed of all independent directors. The Audit Committee operates in accordance with the provisions of the Company Act, the Securities and Exchange Act, and other laws related to the role of supervisors.

Board Attendance Rate

The company held 6 meetings in 2023, with an average attendance rate of 100% for all directors.

Board Performance Evaluation Execution Results

The company has passed and established a Board Performance Evaluation Procedure. In 2021, the company completed the self-assessment of board members, self-assessment of board performance, and self-assessment of the functional committee performance.

Board Self-Evaluation or Peer Evaluation

 Board Performance Evaluation Result Reporting

Connection between Director Compensation and Sustainable Performance

Directors are nominated by the board and shareholders holding a legally required proportion of shares and are elected at the shareholders’ meeting. To align director performance with the company’s sustainable vision and short, medium, and long-term strategic goals, the evaluation of their core competencies is emphasized, strengthening accountability, and ensuring that performance and compensation are linked. This approach is designed to retain and attract key talent to the board. The Compensation Committee, in accordance with the company’s articles of association and related regulations, integrates sustainable business strategy goals as flexible considerations in the director compensation evaluation criteria, with variable pay playing a substantial role in creating a link between performance and remuneration, achieving a win-win outcome.