Corporate Governance Officer
The Company appointed Ms. Shu-Ling Yang, Associate Vice President of the Finance and Accounting Department, as Corporate Governance Officer, as approved by the Board of Directors on August 6, 2021. UNIC’s primary responsibilities are as follows:
Continuing Education in FY 2024
| Training Period | Organizer | Course Title | Training Hours | Total Training Hours (FY) |
|---|---|---|---|---|
| From | To | |||
| 113.11.25 | 113.11.25 | Accounting Research and Development Foundation of the Republic of China | Continuing Education Program for Accounting Officers of Issuers, Securities Firms, and Securities Exchanges | 12.0 |
Board Diversity and Independence
Board Diversity Policy
The Company’s Board of Directors currently consists of 7 directors, including 3 Independent Directors, with professional expertise covering finance, accounting, and management-related fields.
Among the Board members, 1 is female, and 2 directors also hold employee status. The current proportion of female directors is 14.29%.
Director selection follows a diversity-oriented policy in accordance with Article 4 of the Director Election Procedures, taking into consideration the overall composition of the Board and the Company’s operational characteristics and development needs. Diversity criteria include, but are not limited to, the following two dimensions:
All Board members are expected to possess the overall competencies necessary to perform their duties, including:
Board Diversity Objectives and Implementation Status (FY 2024)
| Management Objective | Implementation Status |
|---|---|
| At least one-third of directors possess industry, marketing, or technology expertise | Achieved |
| At least one-third of Independent Directors possess legal, financial/accounting, or technology expertise | Achieved |
Implementation of Board Diversity by Individual Directors
| Diversity Core Items / Director Name | Gender | Age / Nationality | Concurrent Employee | Independent Director Term | Management | Leadership & Decision-Making | Industry Knowledge | Finance & Accounting | Legal | Environmental |
|---|---|---|---|---|---|---|---|---|---|---|
| Kang-Hwa Ma | Female | 61–70 / ROC | V | V | V | V | V | V | ||
| Jih-Wang Lin | Male | 71–80 / ROC | V | V | V | V | V | V | ||
| Chien-Lung Lin | Male | 31–40 / USA | V | V | V | V | V | V | V | |
| Chih-Chiang Fan | Male | 71–80 / ROC | V | V | V | V | V | V | ||
| Yung-Ming Hsieh (Independent Director) | Male | 61–70 / ROC | 2 | V | V | V | V | V | V | |
| Jian-Ming Li (Independent Director) | Male | 51–60 / ROC | 1 | V | V | V | V | V | V | |
| Yao-Kuei Hsiao (Independent Director) | Male | 61–70 / ROC | 1 | V | V | V | V | V | V |
Board Independence
The Company has 3 Independent Directors, representing 3/7 of the Board, and there are no circumstances as stipulated in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
The Board of Directors is responsible for guiding corporate strategy, supervising management, and being accountable to the Company and its shareholders. All Board operations and arrangements are conducted in accordance with applicable laws, the Articles of Incorporation, and resolutions of the Shareholders’ Meeting.
The Board emphasizes independent operation and transparency. Directors and Independent Directors act as independent individuals and exercise their authority independently.
The three Independent Directors also comply with relevant regulations and, together with the Audit Committee established in FY 2022, oversee the control of existing or potential risks, the effective implementation of internal controls, the appointment/dismissal and independence of external auditors, and the proper preparation of financial statements.
In accordance with the Director Election Rules, the Company adopts a cumulative voting system and a candidate nomination system for the election of directors and Independent Directors, encouraging shareholder participation. Shareholders holding a prescribed number of shares may nominate candidates. Candidate qualifications and compliance with Article 30 of the Company Act are reviewed and publicly announced in accordance with the law, safeguarding shareholder rights and preventing monopolization or abuse of nomination rights, thereby maintaining Board independence.
Board Performance Evaluation
To strengthen corporate governance and enhance Board effectiveness, the Company has established a performance evaluation mechanism in accordance with Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
The Board Performance Evaluation Guidelines were approved by the Board on March 2020.
Internal Board performance evaluations are conducted annually, completed before the end of the first quarter of the following year, and reported to the first Board meeting of that year.
The evaluation scope includes:
Evaluation is conducted through questionnaires:
All evaluation results were positive and met the required standards. Results are used as a basis for remuneration allocation and as reference for director re-nomination.
The FY 2024 Board performance evaluation results were reported to the Board on March 11, 2025. Performance ratings for the Board and individual directors were “between average and good.”
External Board performance evaluations are conducted once every three years by an independent external professional institution or academic expert team.
FY 2024 Performance Evaluation Summary
(Reported to the Board on 114/03/11)
| No. | Evaluation Scope | Evaluation Method | Evaluation Period | Evaluation Content | Results |
|---|---|---|---|---|---|
| 1 | ■ Board as a Whole | ■ Internal Board Self-Evaluation | 113/01/01 – 113/12/31 | Participation in operations, decision quality, Board composition and structure, director selection and training, internal control | No improvement items identified; all responses were positive |
| 2 | ■ Individual Directors | ■ Director Self-Evaluation | 113/01/01 – 113/12/31 | Understanding of corporate goals, role awareness, participation in operations, internal communication, professionalism and training, internal control | No improvement items identified; all responses were positive |
| 3 | ■ Audit Committee | ■ Director Self-Evaluation | 113/01/01 – 113/12/31 | Participation in operations, role awareness, decision quality, committee composition, internal control | No improvement items identified; all responses were positive |
| 4 | ■ Remuneration Committee | ■ Director Self-Evaluation | 112/01/01 – 112/12/31 | Participation in operations, role awareness, decision quality, committee composition, internal control | No improvement items identified; all responses were positive |
FY 2023 Performance Evaluation Summary (Reported to the Board on 113/03/14)
| No. | Evaluation Scope | Evaluation Method | Evaluation Period | Evaluation Content | Evaluation Results |
|---|---|---|---|---|---|
| 1 | ■ Board as a Whole□ Individual Directors□ Audit Committee□ Remuneration Committee□ Other Functional Committees | ■ Internal Board Self-Evaluation□ Director Self-Evaluation□ Peer Evaluation□ External Evaluation | From: January 1, 2023To: December 31, 2023 | Level of participation in company operations; quality of Board decision-making; Board composition and structure; director selection and continuing education; internal control | Items for improvement and recommendations: None. All feedback was positive. |
| 2 | □ Board as a Whole■ Individual Directors□ Audit Committee□ Remuneration Committee□ Other Functional Committees | □ Internal Board Self-Ev |
Explanation of Performance Evaluation for FY 2022
(Reported to the Board of Directors on March 29, 2023)
| No. | Evaluation Scope | Evaluation Method | Evaluation Period | Evaluation Content | Evaluation Results | Remarks |
|---|---|---|---|---|---|---|
| 1 | ■ Board as a Whole□ Individual Directors□ Audit Committee□ Remuneration Committee□ Other Functional Committees | ■ Internal Board Self-Evaluation□ Director Self-Evaluation□ Peer Evaluation□ External Evaluation | From: June 20, 2022To: December 31, 2022 | Level of participation in company operations; quality of Board decision-making; Board composition and structure; director selection and continuing education; internal control | Items for improvement and recommendations: None. All feedback was positive. | Full re-election of directors on June 20, 2022 |
| 2 | □ Board as a Whole■ Individual Directors□ Audit Committee□ Remuneration Committee□ Other Functional Committees | □ Internal Board Self-Evaluation■ Director Self-Evaluation□ Peer Evaluation□ External Evaluation | From: June 20, 2022To: December 31, 2022 | Understanding of company goals and missions; awareness of directors’ duties; level of participation in company operations; internal relationship management and communication; directors’ professionalism and continuing education; internal control | Items for improvement and recommendations: None. All feedback was positive. | Full re-election of directors on June 20, 2022 |
| 3 | □ Board as a Whole□ Individual Directors□ Audit Committee□ Remuneration Committee■ Other Functional Committees | □ Internal Board Self-Evaluation■ Director Self-Evaluation□ Peer Evaluation□ External Evaluation | From: June 20, 2022To: December 31, 2022 | Level of participation in company operations; enhancement of role awareness of functional committees; quality of functional committee decision-making; composition and member selection of functional committees; internal control | Items for improvement and recommendations: None. All feedback was positive. | Full re-election of directors on June 20, 2022 |