Supplementary Material
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Evaluation of the Board of Directors:
- The Company has established the “Procedures to Evaluate the Performance of the Board of Directors and Functional Committee” in 2019 and the procedures were modified in December 2020 to contract external professional independent institutions or external professional scholars for assessment at least once every three years.
- At the end of each fiscal year, the Company would evaluate performance of the board and functional committees for the year based on evaluation indicators. The evaluation is completed before the end of the first quarter of the following year to ensure the operation of the board is in compliance with relevant law and regulations.
- Aspects and scope of evaluation on the Board of Directors and functional committees through internal assessments:
- ? Board of Directors
- ? Individual board members
- ? Functional committees
- ? Self-assessment of the Board
- ? Self-assessment of Board members
- ? Self-assessment of the Audit Committee
- ? Self-assessment of the Remuneration Committee
- The evaluation contents are conducted in accordance with Article 7 of the “Evaluation indicators and scoring criteria” of the “Procedures to Evaluate the Performance of the Board of Directors and Functional Committees.”
- The Company shall take into consideration of its condition and needs when establishing the criteria for evaluating the performance of the Board of Directors and functional committees, which should cover, at a minimum, the following five aspects:
- 1. Participation of the Company’s operations;
- 2. Enhance the quality of decision making by the Board of Directors and functional committees;
- 3. Composition and structure of the Board of Directors and functional committees;
- 4. Election and continuing education of the Directors and members of the functional committees; and
- 5. Internal control
- The criteria for evaluating the performance of the board members, should cover, at a minimum, the following six aspects:
- 1. Alignment of the goals and missions of the Company;
- 2. Awareness of the duties;
- 3. Participation of the Company’s operations;
- 4. Management of internal relationship and communication;
- 5. Professionalism and continuing education; and
- 6. Internal control
- The indicators of board and committee performance evaluation shall be determined based on the operation and needs of the Company. Context of these evaluation indicators shall consider the suitability and appropriateness for the Company to carry out the evaluation, and the evaluation indicators are subject to regular review and constructive feedbacks by the Remuneration Committee. Scoring criteria may be modified and adjusted based on the Company's needs, and the weighted scoring method may be adopted based on various aspects of the evaluation.
- The self-assessment is performed in the form of an internal questionnaire survey prepared by the General Administration Office. The performance evaluation results are used as a reference basis for the selection or nomination of directors. The self-assessment results of the directors and the functional committee members will be used as a reference basis for determining remuneration for individuals. The questionnaires is collected in February each year and the designated unit will perform tabulation and analysis based on relevant procedures. The results are reported to the latest meetings of the Board of Directors, the Audit Committee and the Remuneration Committee. Suggestions are made on ways for further improvements.
- Assessment results, suggestions, and implementation on the Board of Directors and the functional committees for FY2023:
- ? Strengthening the planning of diversification.
- ? Committee members have requested the certified accountants to elaborate on the usage of Audit Quality Indicators (AQI); the Company has requested KPMG to provide relevant information on AQI, which would be used as a reference for annual assessment on the competence of the certified public accountants. The certified public accountants were invited to sit in the BoD meeting on December 20, 2023.
- ? Continued training to maintain professional skills and profound understanding of the laws and regulations.
- ? Continuously track the promotion and implementation of the link between senior executives' compensation and sustainable development performance.
Evaluation Cycle | Evaluation Period | Evaluation Scope | Method of Evaluation | Evaluation Contents |
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Once a year | January 1– December 31, 2023 |
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Refer to following |
Unit of Assessment | Assessment Results | Suggestions and Implementation |
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Board of Directors | Implement in accordance with relevant regulations and with active participation of the directors. |
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Audit Committee | Appointment of the Company’s independent directors and the operation of the Audit Committee are carried out in accordance with relevant laws and regulations. Average attendance rate is 100%. |
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Remuneration Committee |
Operation of the Committee shall comply with the “Regulations of the Remuneration Committee” and the relevant laws and regulations on listed companies. |
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- In terms of external assessment on the performance evaluation of the Board of Directors, the Company has contracted “Taiwan Institute of Ethical Business” as the external independent assessment institute to conduct the FY2022 performance evaluation of the Company’s Board of Directors since November 2022. The selected external assessment institute and professional scholars to perform the evaluation do not have any business engagement with the Company and both are professional and independent. Methods of evaluation include: verify the scope of evaluation; provide necessary documentation based on the assessment check list provided by the external assessment institute for the purpose of reviewing hardcopies and documents; all board members would complete performance evaluation survey of the Board of Directors provided by the external assessment institute; conduct individual interviews with each board member by designated personnel appointed by the external assessment institute. Written reports on assessment results are issued by the external assessment institute. The assessment results were reported to the Remuneration Committee on March 6, 2023 and the Audit Committee on March 15, 2023. The external assessment institute was invited to report the evaluation results and to provide improvement suggestions at the Board of Directors meeting.
- Conclusion of the performance review and the suggestions for improvement:
- Strengthen board meeting minutes on the description of directors’ comments, strengthen the board size and diversity of the board’s composition, increase the frequency of communication between managers and external directors, and establish an integrated risk management mechanism and implementation, adjust unit in charge of handling external reports, and establish a dedicated hotline or platform for external reports. The Company has included the above suggestions as reference basis for optimizing the operation of the Board of Directors.
Aspects and scope of evaluation on the Board of Directors by external assessment institute:
Evaluation of BoD competency and execution in the present and previous years:
- The Company has established the “Rules and Procedure for the Board of Directors Meeting”, thus implementation and operation of board meetings all comply with the rules, related laws and regulations. In addition, resolutions of material matters are disclosed on the Market Observation Post System (MOPS) and the Company’s website. The Chief Internal Auditor provides audit report and sits in board meetings to address questions raised on the status of internal control implementation. Certified accountants and managers are also invited to sit in board meetings if necessary.
- As one of the two major units of Quanta’s governance framework, the Company’s board consists of five to nine directors in accordance with the Articles of Incorporation. The Company adopts candidate’s nomination system, where shareholders elect among the nominees listed in the roster of candidates. The total number of shares (stake) held by all directors is subject to regulations of the securities supervisory authorities. The current board consists of seven directors, including three independent directors. An Audit Committee is also established with three independent directors as the ex officio members to exercise the powers of supervisors.
- In response to the expiration of the term of directors, the board was re-elected with optimized composition on diversity. Please refer to section 3.2.1.4. titled “Diversity of the Board of Directors” of this report for details.
- In addition, the Remuneration Committee is formed by two independent directors and one designated committee member to assess and review the overall salary and compensation policy of the Company. The Committee periodically reviews the compensation policy, system, standards, and structure for Directors and management team.