Board Structure

According to Tongtai's Articles of Incorporation, directors shall be elected pursuant to the candidates nomination system and in compliance with "Rules for Election of Directors" and "Corporate Governance Best Practice Principles" to ensure the indepedence and diversification of directors.

Tongtai's 19th Board of Directors consists of thirteen distinguished members with a great breadth of experience as business leaders or professionals.  One of the members of the Board Directors is female. Mr. Jui-Hsiung Yen, Mr. Hwa-Chou Yen, Mr. Jun-Liang Kuo, and Weichung Ooi have the knowledge, skills and experience regarding leadership, making operational judgements, conducting management administration, conducting crisis management and possess knowledge of the industry and an international market perspective. Mrs. Lu Yen and Mr. Cheng Yen possess the abilities to perform accounting and financial analysis and have knowledge of the industry. Mr. Eugene Chuang possess the abilities to make operational judgments, conduct management administration and have knowledge of the industry. And as to the four independent Directors, Mrs. Mei-Chin Chen, Mr. Jen-Chih Liou, Mr. Shing-Yusn Tsai, and Mr. Cheng Hsin Chen have the knowledge, skills and experience in performing accounting and financial analysis, making operational judgements, conducting management administration, and possess leadership, knowledge of the industry and an international market perspective.

In order to protect the rights and interests of shareholders, treat all shareholders equitably, strengthen the powers of the board of directors, respect the rights and interests of stakeholders and enhance information transparency, the corporate governance structure is set as below:

The Duty of Board Directors

The primary duty of the board of directors is to supervise whether the Company compliance with relevant laws and regulations, financial transparency, timely disclosure of material information, and maintain the highest integrity within the Company. In order to perform these responsibilities, the board of directors established the Audit Committee and the Compensation Committee, and coordination with the Internal Audit department.

The board of directors also has duties to resolve significant matters, including significant capital expenditure, significant investment activities, proposing to distribute dividends or make up losses, proposing to increase or decrease capital, reviewing material internal rules and contracts and appointing and dismissing general managers and so on.

Diversity and Independence of the Board of Directors

Based on the policy of diversification and strengthening of corporate governance, the company promotes the development of the composition and structure of the board of directors. To measure professional background, integrity or relevant professional qualifications, etc., after the resolution of the board of directors is passed, it will be sent to the shareholders' meeting for election. The composition of the board of directors should not exceed one-third of the number of directors who also serve as managers of the company, and formulate an appropriate diversification policy based on its own operation, business model and development needs, including but not limited to the following two standards:

(1) Basic conditions and values: gender, age, nationality and culture.

(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

The members of the board of directors shall generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the ideal goals of corporate governance, the board of directors as a whole should have the following capabilities:

(1) Operational judgment

(2) Accounting and financial analysis skills

(3) Operation and management ability

(4) Crisis handling capacity

(5) Industry knowledge

(6) Global perspective

(7) Leadership

(8) Decision making

The Company's current Board of Directors consists of 12 members, including 3 independent directors, 1 female director, and 2 directors who are employees (representing 25%, 8%, and 17% of the total Board membership, respectively). Four directors are between the ages of 41 and 50, while the remainder are 51 or older.

The specific management objectives and achievement of the board diversity policy are as follows: