Corp.Gov. Implementation of the Director Diversification

Implementation of the director diversification policy:

Diversification of Board of Directors

In accordance with Article 19 of the Company's "Corporate Governance Best Practice Principles", the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managerial officers of the Company shall not exceed one-third of the total number of directors, and that the Company shall formulate an appropriate diversity policy with respect to its own operations, business model and development needs, which shall include but not be limited to the following two major criteria:
1.  Basic conditions and values: Gender, age, nationality, culture, etc., of which the ratio of female directors should reach one third of the total directors.
2.  Professional knowledge and skills: Professional background (such as, law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal objectives of corporate governance, the Board of Directors as a whole should have the following competencies:
1. Operation Judgement Ability, 2. Accounting and Financial Analysis Ability, 3. Operational and Management Ability, 4. Crisis Response Ability, 5. Knowledge of Industry, 6. Understanding of International Markets, 7. Leadership, and 8. Decision Making.
Here in the Company the incumbent Board of Directors is composed of 7 directors, including 4 directors and 3 independent directors (male in all cases). All directors in the Board possess the expertise and hands-on experiences accumulated in the financial, commercial, legal and industrial management fields. The Company, as well, stays vigilant on gender equality among the composition for all seats of the Board of Directors and will, continuously in compliance with Corporate Governance Best-Practice Principles, bring in more female directors to have female seats up to one-third of the total for thoroughly further implementing general equality.
 
Diversification policy and the implementation of the composition of the Board of Directors:
Core diversity aspects
Nationality
Gender
Directors
concurrentl
serving as
company
employees
Age
Term of
independent
directors
Industry
experience
Professional
capacity
Name of Directors
41 to
50
51 to
60
61 to
70
Under 3
years
3 to 9
years
Over 9
ears
Cooling
industry
Finance and
accounting
Law
SINOTEAM HOLDINGS INC.
Representative: HSU Wen-Faung
R.O.C.
Male
V
 
V
 
 
 
 
V
V
 
LAI, Jen-Chung
R.O.C.
Male
 
 
V
 
 
 
 
V
V
 
LUXURY SHINE INTERNATIONAL LIMITED
Representative: Chang,Yuan-Fen
R.O.C.
Female
V
 
V
 
V
 
 
V
V
 
GUAN, JYH-LIANG
R.O.C.
Male
 
 
V
 
V
 
 
V
V
 
HSIEH, Yu-Tien
R.O.C.
Male
 
 
 
V
 
V
 
 
V
 
CHEN, Tien-Szu
R.O.C.
Male
 
 
 
V
 
V
 
V
 
 
CHIU, Shih-Fang
R.O.C.
Male
 
V
 
 
 
V
 
 
 
V
 
Director professional background and knowledge:
Core Diversity Aspects
Gender

Operating

Judgement

Accounting

and Financial

Analysis

Ability

Operational 

and 

Management

Ability

Crisis

Response

Ability

Knowledge

of Industry

Understanding

of International

Markets

Leadership

Decision

Making

Law
Name of Directors

SINOTEAM HOLDINGS INC.

Representative: HSU Wen-Faung

Male  
LAI, Jen-Chung Male    
LUXURY SHINE INTERNATIONAL LIMITED
Representative: Chang,Yuan-Fen
Female        
GUAN, JYH-LIANG Male  
HSIEH, Yu-Tien Male            
CHEN, Tien-Szu Male  
CHIU, Shih-Fang Male            

 

Independence of Board of Directors:

The Board is composed of a total of seven members, four of whom are regular members and three are independent directors, who possess rich experience in financial, business, law and industry management fieldsAs expressly provided for in Article 21 of the Company's Corporate Governance Best-Practice Principles and Article 79 of the Articles of Incorporation, the directors shall be elected under candidates nomination system. Accordingly, the Company shall prudentially evaluate the qualification requirements of the nominated candidates to check and make sure whether they fall situations under Article 30 of the Company Act and shall, in turn, duly elect the right ones in accordance with Article 193-1 of the Company Act. After all candidates for directors (with independent directors covered inclusively) are duly resolved by the Board of Directors, the candidates shall be submitted to the shareholders’ meeting for the election process.

Among the Company's 7 directors (including the independent directors), the relationship in relatives set forth under Paragraphs 3 and 4 of Article 26-3 of Securities and Exchange Act as a spouse and blood relatives within the second degree of kinship is nonexistent.

 

 

 

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