The Company established the performance evaluation system for the Board of Directors and passed the “Board of Directors Performance Evaluation Guidelines” on June 22, 2021 to increase the functions of the Company’s Board of Directors and enhance the efficiency of operations. The scope of the evaluation covers the performance evaluation of the board as a whole, individual directors, and functional committees. The performance evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the Directors, peer evaluation, appointment of external professional institutions or experts, or other appropriate methods. The internal performance evaluation of the Board of Directors shall be conducted once every year. The Company shall appoint an external professional independent institution or a team of external experts and scholars to conduct an external performance evaluation of the Board of Directors at least once every three years. The performance evaluations of the Board of Directors shall be completed before the end of the first quarter in the following year. The implementation and results of the performance evaluation of the Board of Directors shall be reported to a board meeting in the first quarter of each year and used as the basis for determining the salary and remuneration or the selection or nomination of Directors.
The Company completed the self-evaluation of all Directors for the 2022 board performance evaluation in January 2023 in accordance with the “Board of Directors Performance Evaluation Guidelines” and received 15 valid responses. The results included the board performance evaluation, performance evaluation of the members of the Board of Directors, and the performance evaluation of the functional committees. The evaluation results are as follows:
All Directors evaluated the overall performance of the board in five evaluation categories (as shown in the figure below). The average scores for all categories was 4.67 to 4.89 and the overall average score was 4.78, which demonstrated that the overall board operations remained sound. The “selection and continuing education of directors” item received a score of 4.67 points. The management team is advised to consider the needs of the Directors when they plan the continuing education programs. The Company could organize more practical case studies and group discussions to help Directors fully understand the cases and strengthen their professional capabilities. Additionally, it is expected that in the 2023 board performance assessment, ESG (Environmental, Social, and Governance) sustainability initiatives and other related projects will be included for evaluation.
Results of the performance self-evaluation of the Board of Directors
Individual Directors conducted self-review and evaluations in six evaluation categories (are shown in the figure below). The average score was 4.75 to 5 and the total average score was 4.9, which demonstrated that individual Directors have a firm grasp on their duties and participated in the board meetings.
Results of the performance self-evaluation of the Directors
Independent Directors conducted self-review and evaluations in five evaluation categories (are shown in the figure below). The average score for all categories was 4.67 to 5 and the total average score was 4.86, which demonstrated that the Independent Directors have performed well in terms of the recognition of their duties and the quality of their decisions in both the Audit Committee and the Compensation Committee.
Results of the performance self-evaluation of the functional committees
To strengthen the functions of Directors, enhance the quality of supervision, and keep up with key trends such as corporate governance and sustainable development, VisEra notifies Directors to attend professional knowledge development courses organized by relevant institutions. The content covers corporate sustainability, risk management, low carbon transformation, tax governance, etc. In 2022, all Directors attended the legally required number of hours for continuing education and met the requirements in the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”. The continuing education information is as follows:
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