The Board of Directors' Performance Evaluation

The Board of Directors' Performance Evaluation

The Board of Directors' Performance Evaluation

The Board of Directors' Performance Evaluation

In mid-February 2024, Edison Opto completed the 2023 performance evaluations of the Board of Directors, functional committees (Audit and Remuneration), and individual board members, and reported the evaluation results and suggested directions at the Board meeting on February 29, 2024.

The performance evaluation of the Board of Directors covers the following five dimensions:

1. Participation in company operations.
2. Enhancing the quality of board decisions.
3. Board composition and structure.
4. Director selection and continuing education.
5. Internal control.

The performance evaluation of board members covers the following six dimensions:

1. Understanding of company goals and missions.
2. Awareness of directors’ duties.
3. Participation in company operations.
4. Internal relationship management and communication.
5. Directors’ professionalism and continuing education.
6. Internal control.

The performance evaluation of functional committees covers the following five dimensions:

1. Participation in company operations.
2. Awareness of functional committees’ duties.
3. Enhancing the quality of functional committees’ decisions.
4. Functional committees’ composition and member selection.
5. Internal control.

The evaluations were conducted through internal self-assessment questionnaires, covering four parts: Board operations, Remuneration Committee operations, Audit Committee operations, and directors’ self-assessment of participation. The results serve as references for nominating directors and determining individual compensation for directors and functional committee members.

The 2023 evaluation results were all rated "Excellent or above," showing satisfactory performance. The suggested improvements and directions are as follows:

Board Performance Evaluation and Action Plan

 

ItemContent
Evaluation ResultExcellent or above
Suggested Improvement Plan

The Board of Directors has appointed a sufficient number of independent directors, and their number complies with relevant regulations
(For example: when the Chairman or General Manager and equivalent-level personnel (top executives) are the same person, or when they are spouses or first-degree relatives, it is advisable to increase the number of independent directors; furthermore, more than half of the directors should not hold concurrent positions as employees or managers.)


→ Action Plan:
As Edison Opto's Chairman concurrently serves as General Manager, one additional independent director was appointed during the 8th Board of Directors on June 22, 2022, and more than half of the directors do not concurrently serve as employees or managers, thereby complying with the spirit of corporate governance.

 

 

Board Members’ Self-Evaluation and Explanation

 

ItemContent
Evaluation ResultExcellent or above
Suggested Improvement PlanNone

 

Remuneration Committee Performance Evaluation and Action Plan

 

ItemContent
Evaluation ResultExcellent or above
Suggested Improvement PlanNone

 

Audit Committee Performance Evaluation and Action Plan

 

ItemContent
Evaluation ResultExcellent or above
Suggested Improvement PlanNone