Board of Director

The election of all directors follows the candidate nomination system in accordance with the Procedures for Election of Directors. Matters related to the professional qualifications, shareholding, determination of independence, nomination and election methods, and other requirements for independent directors shall all be handled in accordance with the relevant regulations of the securities regulatory authority.

All independent directors were elected in accordance with the aforementioned regulations. This process included submission to the board of directors for discussion and approval, the submission of relevant supporting documents to the company during the announced nomination period, and presenting the roster of director candidates at the shareholders’ meeting for election.

Director , Representing
Oneness Biotech Co., Ltd.

Member of

Sustainable Development

and Nominating Committee

Oneness Biotech Co., Ltd.

Member of

Sustainable Development

and Nominating Committee

Convener of Audit Committee,

Remuneration Committee,

and Sustainable Development

and Nominating Committee

Member of Audit Committee

and Remuneration Committee

Member of Audit Committee

and Remuneration Committee

Member of Audit Committee,

Remuneration Committee,

and Sustainable Development

and Nominating Committee

Member of Audit Committee,

Remuneration Committee,

and Sustainable Development

and Nominating Committee

Member of Audit Committee

and Remuneration Committee

Specific Management Objectives of the Diversity Policy

The selection conditions of the Company’s Directors are not limited to gender, age, ethnicity, and nationality, and the Company also focuses on gender equality for the composition.
The Company explicitly stipulates in its Corporate Governance Best Practice Principles that the composition of the Board of Directors shall take diversity into consideration. In addition to the principle that directors concurrently serving as company managers should not exceed one-third of the total number of Board seats, the Company has formulated appropriate diversity policies based on its operational characteristics, business model, and development needs. Furthermore, starting from 2024, the Board shall include no fewer than one director of each gender.

Status of Achievement of the Diversity Policy

Among the directors of the sixth Board term, five directors are aged 71 or above, two are aged between 61 and 70, one is aged between 51 and 60, and one is under the age of 40. Currently, none of the Board members concurrently serves as the Company manager. All Board members possess professional knowledge and skills relevant to the Company’s required industry or financial background.
Independent directors account for two-thirds of the total Board seats, and three seats are held by female directors. The Company has effectively implemented the diversity policies and objectives as set forth in its Corporate Governance Best Practice Principles.
To enhance corporate governance, the Board as a whole possesses capabilities including, but not limited to, operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, decision-making, and risk management knowledge and competencies, as outlined below.

According to the company’s “Rules for Performance Evaluation of Board of Directors,” which was approved by Board of Directors on May 17, 2022. The performance evaluation of the Board of Directors and functional committees is conducted annually in accordance with these measures. The Board of Directors’ performance evaluation includes at least five main aspects:

1. Level of participation in the operation of the company.
2. Improvement of the quality of decisions by the Board of Directors
3. Composition and structure of the Board of Directors
4. Election of directors and continued learning.
5. Internal control.

To valuate the performance of the functional committees, the evaluation items include at least the following five main aspects:

1. Level of participation in the operation of the company.
2. Awareness of the duties of functional committees.
3. Improvement of the quality of decisions by functional committees.
4. Composition of functional committees and election of members.
5. Internal control.

Evaluation result

FY2024

• The Board of Directors’ performance evaluation for 2024 has been completed, with an overall score of 4.94 out of 5, and the evaluation results were submitted to the Board meeting on February 25, 2025 for reporting.
• The performance evaluations of the functional committees for 2024, including the Audit Committee, Remuneration Committee, and Sustainable Development and Nominating Committee, have been completed, with scores of 4.99, 4.99, and 4.96 out of 5, respectively. The evaluation results were submitted to the Board meeting on February 25, 2025 for reporting.
• The self-evaluation results of the Board of Directors, Audit Committee, and Remuneration Committee for 2024 were all rated as “Excellent,” indicating that the overall operations remain sound and effective.
• In 2024, the Company engaged the Taiwan Corporate Governance Association (TCGA) to conduct an external performance evaluation of the Board of Directors, and the evaluation results were submitted to the Board meeting on February 25, 2025 for reporting.
  Please refer to the following link for more information: 2024 Annual Board Performance External Evaluation PDF

Additionally, the company has disclosed the “Rules for Performance Evaluation of Board of Directors” under the Governance – Major Internal Policies for reference.

1. The independent directors meet with the internal audit supervisor and the CPAs at least once per quarter through the Audit Committee. Additionally, the independent directors engage in separate discussions with the internal audit supervisor and the CPAs at least once a year.
2. The auditors report the key findings/results from their audit or review of the company’s financial statements during the Audit Committee meeting and explain the impact of recent regulatory amendments on the Company. All matters are thoroughly discussed and communicated with the attendees.
3. The internal audit supervisor submits a monthly report to Independent Directors and delivers an internal audit operations report during Audit Committee meetings.

Summary of Communication Between Independent Directors and CPAs (2025)

Summary of Communication Between Independent Directors and internal audit supervisor (2025)

The company places great importance on succession planning for key management positions, including President (CEO) and Vice Presidents, in order to ensure long-term business sustainability and organizational resilience. In evaluating successors, in addition to operational management capabilities, professional expertise, and outstanding performance, candidates must also demonstrate alignment with the company’s core values and core competencies—integrity, innovation, professionalism, and a strong results orientation.

There are currently 12 key management personnel at the managerial level and above. Each has a defined job description and career development plan, along with a designated deputy who is trained as a potential successor. The company leverages its existing performance evaluation system to assess the suitability of potential successors, thereby facilitating succession planning and execution. The Human Resources Department is responsible for formulating and implementing the succession plan and reports to the Board of Directors on an annual basis.

Specific Measures and Implementation Practices Include:

• Effective Communication Mechanism: The top executive regularly convenes strategic planning and execution review meetings with senior executives from various functions to ensure the achievement of company goals.
• Task-Oriented Projects: Through cross-departmental collaboration, the company has organized six sessions of the “Asia Pacific Biotech Investment Forum” since 2014, featuring 32 keynote speeches, 8 panel discussions, 38 companies presenting R&D progress, and nearly 60 successful matchmaking meetings.
• Diverse Learning Organization: A monthly expert sharing meeting, personally hosted by the top executive, where department heads share their expertise or recent project experiences, fostering mutual learning through professional presentations and discussions. These sessions primarily focus on “innovation” and “replicating and learning from successful experiences”.
• External Consultant Guidance: The company also holds the “Diamond Lecture” on an ad hoc basis, where professional consultants provide in-depth guidance to employees on specialized knowledge.
• Regular Talent Pool Review: The company conducts an annual review of managers and potential successors to maintain a sufficient talent pool for succession.
• Succession Plan Effectiveness Tracking: The company reviews the overall implementation of the succession plan on an annual basis and makes flexible adjustments as needed.