In accordance with the Dimerco’s Articles of Association, Dimerco shall have five to nine directors, including at least three independent directors. Directors are appointed by the Shareholders’ Meeting from a list of nominees. Their term of office is three years, and they may be re-elected. The Director Election Procedure is established by the Board of Directors and submitted to the Shareholders’ Meeting for approval. To strengthen corporate governance, Dimerco’s Internal Audit Department is directly supervised by the Board of Directors and directed by the CEO and the Executive Management Board (EMB).

Board of Directors Overview

Dimerco’s directors and independent directors are elected simultaneously (according to the Dimerco’s Articles of Association, there must be at least three independent directors), and a candidate nomination system is adopted. The Board of Directors and shareholders holding more than 1% of the company’s total issued shares may, during the public notice acceptance period, submit written lists of candidates for selection by Dimerco in accordance with the law. Directors serve a three-year term, and the Board of Directors will conduct a qualification review and evaluation of the nominees in accordance with the “Director Election Rules.” These rules specify nomination criteria, qualification review standards, and evaluation procedures to ensure a rigorous and transparent selection process that considers the directors’ diverse backgrounds, professional capabilities, practical experience, and ethical conduct and leadership reputation. This Board of Directors elected a total of seven directors (including three independent directors), whose terms will run from June 6, 2014, to June 5, 2017.

Board of Directors Profiles

Implementation of Board Member Diversity

Dimerco’s Board of Directors consists of seven directors, including four general directors and three independent directors, one of whom is a woman. The Board possesses a comprehensive range of capabilities, including operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspectives, leadership, and decision-making.

1. 1. Diversity Policy: Dimerco’s “Corporate Governance Code of Practice” explicitly stipulates that the Board should adhere to the principle of diversity and formulate the required basic qualifications and professional skills based on Dimerco’s operating model and development direction. When appointing directors, the company places particular emphasis on ensuring that members have professional backgrounds in various fields, such as management, law, and accounting, and possess experience in business operations, professional consulting, and board membership. This allows the Board to provide professional advice from a diverse perspective and enhance the Dimerco’s operational and management effectiveness.
   2. Specific Management Objectives: Dimerco’s Board of Directors guides corporate strategy, oversees management, and is accountable to the company and its shareholders. All operations and arrangements within its corporate governance system ensure that the Board exercises its powers in accordance with laws, Dimerco’s Articles of Association, and resolutions of shareholders’ meetings.
   3. Current Board Diversity: Dimerco’s current Board of Directors consists of seven directors, including a female Chairperson, demonstrating its support and commitment to gender diversity and women’s empowerment. Going forward, we will continue to strive for gender balance and diverse talent to enrich the Board’s collective wisdom and decision-making quality, thereby promoting sustainable development and excellent governance.

Board Committees

Dimerco has always upheld operational transparency, prioritized shareholder interests, and firmly believed that a sound and efficient board of directors is the cornerstone of good corporate governance. Based on this philosophy, the Board of Directors has established three specialized committees: the Audit Committee, the Compensation Committee, and the Sustainability Committee, and authorized them to assist the Board in fulfilling their respective responsibilities. The Chairpersons of each committee also regularly report their activities and resolutions to the Board to ensure transparency and effectiveness in corporate governance operations. Adhering to the philosophy of corporate governance, the Board’s primary responsibilities are to oversee, guide, and evaluate the overall performance of the management team and to appoint and dismiss managers. Dimerco’s Board of Directors all possess extensive experience in business operations and industry practices, uphold the highest ethical standards, and demonstrate a strong commitment to the company. The Board of Directors holds regular quarterly meetings. In addition to reviewing various proposals, they also hold in-depth discussions with the management team on operational strategies and future development directions, striving to create maximum value and benefits for all shareholders.

Board Attendance Rate

In 2015, Dimerco held a total of 4 (A) meetings, with an average attendance rate of 100% for all directors. (See Board of Directors Attendance Rate for details)

Board Performance Evaluation Execution Results

To implement corporate governance and enhance the effectiveness of the Board of Directors, Dimerco has established a “Director Performance Evaluation Method” in accordance with Article 37 of the “Code of Corporate Governance Practices for Listed Companies.” This method sets clear performance targets and strengthens the quality of the Board’s operations. Performance evaluations are conducted annually from January 1 to December 31 of each year, covering the Board as a whole, individual directors, and functional committees. Evaluation methods include internal self-evaluation by the Board, self-evaluation by directors, peer review, commissioned external professional organizations, experts, or other appropriate methods. Evaluations are conducted at least once every three years by an independent professional organization or a team of external experts and scholars, and completed by the end of the first quarter of the following year. The results are submitted to the Board of Directors for review and serve as a basis for future review and improvement.

The performance evaluation of the board of directors covers five key areas:

1. 1. Involvement in company operations
   2. Improving the quality of board decision-making
   3. Board composition and structure
   4. Director selection and continuing development
   5. Internal control

The performance evaluation of individual directors focuses on the following six key areas:

1. 1. Understanding of company goals and objectives
   2. Understanding of director responsibilities
   3. Involvement in company operations
   4. Internal relationship management and communication
   5. Director professional development and continuing development
   6. Internal control

The performance evaluation of functional committees also focuses on five key areas:

1. 1. Involvement in company operations
   2. Understanding of functional committee responsibilities
   3. Improving the quality of functional committee decision-making
   4. Composition and selection of functional committee members
   5. Internal control

In 2014, we completed self-evaluations of board members, self-evaluations of board performance, and self-evaluations of functional committee performance. (For details, see Board self-evaluation or peer evaluation.)

Connection between Director Compensation and Sustainable Performance

Directors are nominated by the Board of Directors and shareholders holding a specified percentage of shares and elected by the General Meeting of Shareholders. To align director performance with the company’s sustainability development vision and short-, medium-, and long-term strategic goals, assess their core competencies, strengthen their accountability, and ensure performance-based compensation linkage, retention, and the attraction of key talent to the Board, the Compensation Committee, in accordance with Dimerco’s Articles of Association and other relevant regulations, incorporates the flexibility of sustainable development strategy objectives into director compensation considerations, creating a substantial synergy with their variable compensation, achieving a win-win situation.

*Director Remuneration: Please refer to pages 14-15 of the 2024 Annual Report