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Article 6
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The procedures for the Company's board performance evaluation are as follows:
- Determine the units to be subject to evaluation, the period and the scope of evaluation in the current year, e.g. the board of directors as a whole, individual board members, each functional committee, etc.
- Determine the method of evaluation, e.g. internal evaluation of the board, self-evaluation by the board members of themselves or peers, peer evaluation, and evaluation by an appointed external professional institution and experts, etc.
- Select the units appropriate to conduct the evaluations.
- The units performing evaluations will collect information about the activities of the board of directors and distribute self-evaluation questionnaires such as the Questionnaire of Self-Performance Evaluation of the Board in Annex 1, the Questionnaire of Self-Performance Evaluation of Board Members in Annex 2, and the Questionnaire of Self-Performance Evaluation of the Functional Committee in Annex 3 to be completed. The unit responsible for evaluation or the secretariat of the board will then collect all information, give scores based on the evaluation indexes in Article 8, record the evaluation results in a report, and submit the report to the board of directors for discussion and improvement.
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Article 8
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The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors, which should cover, at a minimum, the following five aspects:
- Participation in the operation of the company;
- Improvement of the quality of the board of directors' decision making;
- Composition and structure of the board of directors;
- Election and continuing education of the directors; and
- Internal control.
The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects:
- Alignment of the goals and missions of the company;
- Awareness of the duties of a director;
- Participation in the operation of the company;
- Management of internal relationship and communication;
- The director's professionalism and continuing education; and
- Internal control.
The criteria for evaluating the performance of functional committees should cover, at a minimum, the following five aspects:
- Participation in the operation of the company;
- Awareness of the duties of the functional committee;
- Improvement of quality of decisions made by the functional committee;
- Makeup of the functional committee and election of its members and
- Internal control.
The indexes of board performance evaluation shall be determined based on the operation and needs of the Company and suitable and appropriate for evaluations by the company, subject to regular reviews and constructive comments of the remuneration committee.
Scoring criteria may be modified and adjusted based on the company's needs. The weighted scoring method may be adopted based on the aspects of evaluation.
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