Board of Directors
The Board of Directors is the highest governing body of the Company, responsible for directing, supervising, and managing its operations.
Its primary duties include formulating business policies and major decisions, reviewing financial reports, and promoting sound corporate governance to safeguard the rights and interests of shareholders and other stakeholders, as well as to ensure the Company’s sustainable operations.
The Company’s Board of Directors currently consists of eight members, including four independent directors.
The Chairman of the Board is elected by and from among the directors.
Rules for Procedure for Board of Directors Meetings![Board of Directors]( "Board of Directors")
Its primary duties include formulating business policies and major decisions, reviewing financial reports, and promoting sound corporate governance to safeguard the rights and interests of shareholders and other stakeholders, as well as to ensure the Company’s sustainable operations.
In accordance with the Articles of Incorporation, the Company shall have seven to eleven directors, each serving a term of three years. Directors are elected by the shareholders' meeting under a candidate
nomination system and are eligible for re-election.
nomination system and are eligible for re-election.
The Company’s Board of Directors currently consists of eight members, including four independent directors.
The Chairman of the Board is elected by and from among the directors.
Rules for Procedure for Board of Directors Meetings
Director Profiles
The Company's 15th Board of Directors (including Independent Directors) serves from June 19, 2025 to June 18, 2028.| Name | Education and Professional Experience | Current Position |
| Chairman Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao | Ph.D., University of Colorado R&D Director, Quaker Oats Co., Ltd. GM/Factory Manager, Taiwan Quaker Co., Ltd. GM/CEO, Standard Foods Corporation Director, Standard Investment (China) Ltd. | Chairman, Standard Foods Corporation Chairman, Standard Dairy Products Taiwan Ltd. Chairman, Domex Technology Corporation Chairman, Standard Beverage Company Ltd. Chairman, Charng Hui Corporation Ltd. Director, Accession Ltd. Director, Standard Investment (Cayman) Ltd. Director, Standard Corp (HK) Ltd. Chairman, Mu Te Investment Co., Ltd. Chairman, Chia Yun Investment Co., Ltd. Director, Chia Chieh Investment Co., Ltd Representative of the Corporate Director, Polytronics Technology Corporation Director, Green Wall Enterprise Co., Ltd. Independent Director, PlexBio Co., Ltd. Supervisor, Crosslink Semiconductor, Inc. Chairman, Maven Optronics Co., Ltd. |
| Director Mu Te Investment Co., Ltd. Representative: Jason Hsuan | Ph.D. in Systems Engineering, College of Science and Engineering, New York University Non-Executive Director, Nanjing Panda Electronics Co., Ltd. Independent Director, Array Inc. | Director, Standard Foods Corporation Chairman and CEO, TPV Technology Co., Ltd. Chairman, Shanghai Standard Foods Co. Chairman, Standard Investment (China) Ltd. Chairman, Standard Foods (China) Ltd. Chairman, Standard Foods (Xiamen) Co., Ltd. Chairman, Le Bonta Wellness Co., Ltd. Chairman, Shanghai New Vitality Health Technology (Group) Co., Ltd. Chairman, Jiangsu Hua Sun Health Technology Co., Ltd. Independent Director, Synnex Technology International Corporation |
| Director Mu Te Investment Co., Ltd. Representative: Wendy Tsao | Soochow University Director, Charng Hui Ltd. Chairman, Sparkle Inc. | Director, Standard Foods Corporation Chairman, Green Wall Enterprise Co., Ltd. Chairman, Crosslink Semiconductor, Inc. |
| Director Charng Hui Ltd. Representative: Arthur Tsao | Master of Business Administration (MBA), Stanford University Consultant, McKinsey & Company Taiwan Branch Chairman, Shanghai Le Ben De Health Technology Co., Ltd. Chairman, Shanghai Le Ho Industrial Co., Ltd. Chairman, Shanghai Le Min Industrial Co., Ltd GM, Standard Foods Corporation GM, Standard Investment (China) Co., Ltd. GM, Shanghai Standard Foods Co., Ltd. GM, Standard Foods (China) Co., Ltd. GM, Standard Foods (Xiamen) Co., Ltd. | Director, Standard Foods Corporation CEO, Standard Foods Corporation Director, Standard Investment (China) Co., Ltd. Director, Shanghai Standard Foods Co., Ltd. Director, Standard Foods (China) Co., Ltd. Director, Standard Foods (Xiamen) Co., Ltd. Vice-Chairman, Shanghai Le Ben Tuo Health Technology Co., Ltd. Chairman, Shanghai Dermalab Corporation Vice-Chairman, Shanghai New Vitality Health Technology (Group) Co., Ltd. Director, Jiangsu Hua Sun Health Technology Co., Ltd. Director, Newtrin Holding PTE. LTD |
| Independent Director Ben Chang | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation |
| Independent Director George Chou | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation Independent Director, G.M.I Technology Inc. Representative of the Corporate Director, Information Technology Total Services |
| Independent Director David Wang | Master of Science in Computer Science, Northern Illinois University Board Member, Taipei American School Vice President, Unison Company Ltd. Executive Supervisor, Make-A-Wish Taiwan | Independent Director, Standard Foods Corporation Chairman and CEO, Taiwan Medical Supply, Inc. Director, Lifeline Association Taipei Special consultant to the regional director, Rotary International 3522 |
| Independent Director Susan Lin | Master of Science in Electrical Engineering, Columbia University Oversaw AEA’s private equity investment fund operations in Asia CEO, Morgan Stanley Taiwan Managing Director, Goldman Sachs (Asia) | Independent Director, Standard Foods Corporation Partner at EverYi Capital Independent Director, Alexander Marine Co., Ltd. |
Independence and Diversity Policy
Independence
The Company has eight directors, of whom four are independent directors, representing 50% of the Board.
All independent directors comply with the relevant regulations of the Securities and Futures Bureau, Financial Supervisory Commission. Upon election, their qualifications were reviewed and verified, and they completed the signing of qualification declarations. There are no circumstances among the directors and independent directors that fall under Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act.
Professionalism
Pursuant to Article 20, Paragraph 3 of the Company’s Corporate Governance Best Practice Principles, the members of the Board of Directors shall possess the knowledge, skills, and competencies necessary for performing their duties. To achieve the objectives of sound corporate governance, the Board as a whole shall possess the following capabilities：
Diversity Policy
To enhance corporate governance and promote the sound development of the Board’s composition and structure, the Company established the “Corporate Governance Best Practice Principles” in 2016.
Pursuant to Article 20, Paragraph 3 of the Principles, the composition of the Board of Directors shall take diversity into consideration. The Company shall formulate appropriate diversity policies based on its operations, business model, and development needs. The diversity policy shall include, but not be limited to, the following two major dimensions：
![Board of Directors]( "Board of Directors")
Implementation of Diversity Policy
The Company has eight directors, of whom four are independent directors, representing 50% of the Board.
All independent directors comply with the relevant regulations of the Securities and Futures Bureau, Financial Supervisory Commission. Upon election, their qualifications were reviewed and verified, and they completed the signing of qualification declarations. There are no circumstances among the directors and independent directors that fall under Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act.
Professionalism
Pursuant to Article 20, Paragraph 3 of the Company’s Corporate Governance Best Practice Principles, the members of the Board of Directors shall possess the knowledge, skills, and competencies necessary for performing their duties. To achieve the objectives of sound corporate governance, the Board as a whole shall possess the following capabilities：
- Operational Judgment Capability
- Accounting and Financial Analysis Capability
- Business Management Capability
- Crisis Management Capability
- Industry Knowledge
- International Market Perspective
- Leadership Capability
- Decision-Making Capability
Diversity Policy
To enhance corporate governance and promote the sound development of the Board’s composition and structure, the Company established the “Corporate Governance Best Practice Principles” in 2016.
Pursuant to Article 20, Paragraph 3 of the Principles, the composition of the Board of Directors shall take diversity into consideration. The Company shall formulate appropriate diversity policies based on its operations, business model, and development needs. The diversity policy shall include, but not be limited to, the following two major dimensions：
- Basic Attributes and Values：Gender, age, nationality, culture, and other factors.
- Professional Knowledge and Skills：Professional background (including, but not limited to, law, accounting, industry, finance, marketing, or technology), professional expertise, industry experience, and other relevant factors.
Implementation of Diversity PolicyProfessional Expertise and Experience
The Company’s directors possess extensive experience and professional expertise in areas including finance, business, management, and other related fields.
Gender Equality and Diversity
The Company places great importance on gender equality policies, promotes women’s participation in decision-making, and enhances the diversity and sound structure of the Board of Directors.
The Company’s directors possess extensive experience and professional expertise in areas including finance, business, management, and other related fields.
Gender Equality and Diversity
The Company places great importance on gender equality policies, promotes women’s participation in decision-making, and enhances the diversity and sound structure of the Board of Directors.
- In 2025, the Company added one female director. The Board currently consists of eight directors, including two female directors, representing 25% of the Board.
- To enhance gender diversity on the Board and achieve the goals of corporate governance and sustainable development, the Company will continue to actively seek female candidates with professional capabilities and diverse backgrounds, with the aim of gradually increasing the representation of either gender on the Board to at least one-third.
| Name | Title | Gender | Age | Concurrent Employee of the Company | Term of office as Independent Director | Industry Experience | Professional Competence | |||||
| Investment | Asset Management | Industry Knowledge | Financial Accounting | Information Technology | Risk Management | |||||||
| Ter-Fung Tsao | Chairman | Male | 75~80 | - | ✔ | ✔ | ✔ | ✔ | ✔ | |||
| Jason Hsuan | Director | Male | 80+ | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
| Wendy Tsao | Director | Female | 80+ | - | ✔ | ✔ | ✔ | ✔ | ✔ | |||
| Arthur Tsao | Director | Male | 41~45 | ✔ | - | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
| Ben Chang | Independent Director | Male | 75~80 | 9+ years | ✔ | ✔ | ✔ | ✔ | ✔ | |||
| George Chou | Independent Director | Male | 71~75 | 9+ years | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
| David Wang | Independent Director | Male | 71~75 | 3–9 years | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
| Susan Lin | Independent Director | Female | 61~65 | 3 years or less | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
Important Resolutions
Performance Evaluation
To implement corporate governance and enhance the Company’s board functions, and to set forth performance objectives to improve the operational efficiency of the board of directors, the “Rules for Performance Evaluation of Board of Directors” was approved at the board meeting on November 20, 2020, pursuant to Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Pursuant to Article 3 of the Company’s Board Performance Evaluation Guidelines
Pursuant to Article 3 of the Company’s Board Performance Evaluation Guidelines
- The Board of Directors shall conduct an internal performance evaluation at least once a year. The internal board performance evaluation shall be conducted at the end of each fiscal year in accordance with the evaluation procedures and criteria set forth in these Regulations to assess the performance of the Board for the year.
- The performance evaluation of the Board of Directors shall be conducted by an external professional independent institution or a team of external experts and scholars at least once every three years. The annual performance evaluation shall be conducted at the end of each fiscal year. The results of the internal and external performance evaluations of the Board shall be completed before the first Board meeting convened in the following year.
Rules for Performance Evaluation of Board of Directors ![Board of Directors]( "Board of Directors")
The scope of the Board of Directors’ performance evaluation may include the performance evaluation of the Board as a whole, individual Board members, and functional committees.
The evaluation methods may include internal self-evaluation of the Board, self-evaluation by individual Board members, peer evaluation, appointment of external professional institutions, experts, or other appropriate methods for conducting performance evaluations.
- External
| Basis | The Company’s“Rules for Performance Evaluation of Board of Directors” |
| Cycle | At least once every three years |
| Period | January 1, 2023 - December 31, 2023 |
| Institution | The Company engaged an external professional independent institution, the Taiwan Integrity Management Association, to conduct a performance evaluation of the Company’s Board of Directors’ operations. All three executive committee members signed independence declarations, and the Board performance evaluation report was issued to the Company on December 27, 2023. |
| Method | The overall evaluation was conducted based on the Company’s internal corporate governance policies, regulations, and records provided, as well as the questionnaire responses from all Directors and the results of individual Director interviews. |
| Reported to the Board | The report was presented to the Company’s Board of Directors on March 11, 2024. 《External Board Performance Evaluation Report》 |
| Evaluation Criteria | Evaluation Indicators |
| Board Professional Competencies | Board diversity, directors’ continuing education, and utilization of external resources, etc. |
| Board Decision-Making Effectiveness | Directors’ participation in board meetings, understanding of the Company’s operations, management of corporate risks, and adequacy of information supporting directors’ decision-making, etc. |
| Board’s Emphasis on and Oversight of Internal Control | Establishment and implementation of the Employee Code of Conduct, oversight of internal audit, effectiveness of communication and whistleblowing channels, and disclosure and avoidance of conflicts of interest, etc. |
| Board’s Attitude Toward Sustainable Development | Disclosure of ESG information, planning for talent development and succession plans, and actions taken toward sustainable business operations, etc. |
Evaluation ResultsOptimization Recommendations
With respect to board diversity, it is recommended that, in response to relevant regulations issued by the competent authorities, factors such as diverse professional backgrounds, gender, and age be incorporated into the evaluation process. This would help introduce different perspectives and facilitate more comprehensive risk assessment considerations. Regarding sustainability policies, relevant topics may be further discussed at board meetings. In addition to the policies currently implemented, the Company should also pay attention to the latest international development trends, thereby enhancing the diversity of sustainability perspectives, fostering innovative thinking, and achieving corporate sustainability goals.
The Company’s Plans and Actions
The Company complies with regulatory requirements and adopts a board diversity policy in the composition of its Board of Directors. In the future, the Company will consider the evaluation recommendations and continue to pursue a more diverse approach to board composition. The Company established the Sustainability Development Committee in 2023 to actively promote sustainability-related initiatives, with the goal of advancing diversified development and aligning with international practices. The Sustainability Development Committee convenes meetings regularly and reports the implementation progress to the Board of Directors on a regular basis.
- Internal
| Basis | The Company’s“Rules for Performance Evaluation of Board of Directors” |
| Cycle | Conducted once a year |
| Period | January 1, 2025 - December 31, 2025 |
| Scope | Performance evaluation of the Board of Directors and individual directors |
| Method | Self-evaluation by board member, the grading criteria for each appraisal item (indicator) are as follows Five grades: Excellent (5), Good (4), Satisfactory (3), Fair (2), and Needs improvement (1). |
| Results | In general, the operations of the board members, the Board and the functional committees are sound. Based on the results of the performance evaluations, the Company will continue to strengthen the functions of the Board in order to increase the Company’s governance effectiveness. The results of the evaluations are disclosed on the company website and the annual report. |
| Reported to the Board | On Mar. 12, 2026, the Company reported the results to the Board of Directors |
Board Members
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Board Members
- The indicators for the evaluation of Board members include six major aspects, totaling 23 indicators. The average score for each aspect was between 4.88 and 5.00 (out of 5), showing that the operation of the Board of Directors as a whole is excellent.
| Evaluation Aspects | Question | AVG |
| Understanding of the Company's goals and mission | 3 | 5.00 |
| Awareness of director's duties | 3 | 5.00 |
| Involvement in the Company’s operations | 8 | 4.92 |
| Internal relationship and communication | 3 | 4.88 |
| Director’s professionalism and continuing knowledge development | 3 | 5.00 |
| Internal controls | 3 | 5.00 |
| Total / Average Score | 23 | 4.97 |
Board
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Board Members
- The indicators for the evaluation of the Board include five major aspects, totaling 45 indicators.The average score for each aspect was between 4.73 and 5.00 (out of 5), showing that the operation of the Board of Directors as a whole is excellent.
| Evaluation Aspects | Question | AVG |
| Involvement in the Company’s operations | 12 | 4.85 |
| Enhancement of the quality of the board’s decision- making | 12 | 4.97 |
| Makeup and structure of the board | 7 | 4.73 |
| Election of board members and continuing knowledge development | 7 | 5.00 |
| Internal controls | 7 | 4.96 |
| 合計/平均分數 | 45 | 4.90 |
Audit Committee
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Audit Committee Members
- The indicators for the evaluation of the Audit Committee include five major aspects, totaling 22 indicators. The average score for each aspect was between 4.94 and 5.00 (out of 5), showing that the operations of the Audit committee is excellen
| Evaluation Aspects | Question | AVG |
| Involvement in the Company’s operations | 4 | 4.94 |
| Awareness of Audit Committee duties | 5 | 5.00 |
| Enhancement of the quality of the Audit Committee’s decision- making | 7 | 5.00 |
| Composition and Member Selection of the Audit Committee | 3 | 5.00 |
| Internal controls | 3 | 5.00 |
| Total / Average Score | 22 | 4.99 |
Remuneration Committee
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Remuneration Committee Members
- The indicators for the evaluation of the Remuneration Committee include four major aspects, totaling 19 indicators. The average score for each aspect was 5.00 (out of 5), showing that the operations of the Remuneration committee is excellent.
| Evaluation Aspects | Question | AVG |
| Involvement in the Company’s operations | 4 | 5.00 |
| Awareness of Remuneration Committee duties | 5 | 5.00 |
| Enhancement of the quality of the Remuneration Committee’s decision-making | 7 | 5.00 |
| Composition and Member Selection of the Remuneration Committee | 3 | 5.00 |
| Total / Average Score | 19 | 5.00 |
Nomination Committee
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Nomination Committee Members
- The indicators for the evaluation of the Nomination Committee include four major aspects, totaling 19 indicators. The average score for each aspect was 5.00 (out of 5), showing that the operations of the Nomination Committee is excellent.
| Evaluation Aspects | Question | AVG |
| Involvement in the Company’s operations | 4 | 5.00 |
| Awareness of Nomination Committee duties | 4 | 5.00 |
| Enhancement of the quality of the Nomination Committee’s decision- making | 7 | 5.00 |
| Composition and Member Selection of the Nomination Committee | 4 | 5.00 |
| Total / Average Score | 19 | 5.00 |
Sustainability Committee
Performance Evaluation Self-Assessment Questionnaire
- Self-assessment by all Sustainability Committee Members
- The indicators for the evaluation of the Sustainability Committee include four major aspects, totaling 17 indicators. The average score for each aspect was 5.00 (out of 5), showing that the operations of the Sustainability Committee is excellent.
| Evaluation Aspects | Question | AVG |
| Involvement in the Company’s operations | 4 | 5.00 |
| Awareness of Sustainability Committee duties | 3 | 5.00 |
| Enhancement of the quality of the Sustainability Committee’s decision- making | 7 | 5.00 |
| Composition and Member Selection of the Sustainability Committee | 3 | 5.00 |
| Total / Average Score | 17 | 5.00 |