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友善列印
WORD

Amended Article

Title:

Sample Template of "Self-Evaluation or Peer Evaluation of the Board of Directors of XX Co., Ltd."  CH

Amended Date: 2018.12.20 
Categories: Corporate Governance
Article 3     The Company's board of directors shall conduct an internal board performance evaluation every year according to the evaluation procedures and the evaluation indexes in Articles 6 and 8.
    The Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
    Internal and external board performance evaluations shall be completed before the end of the first quarter of the following year.
Article 4     The Company's board evaluation scope covers the evaluation of the board as a whole, individual directors and functional committees.
    Methods of evaluations include the internal evaluation of the board, self-evaluation by individual board members, peer evaluation, and evaluation by appointed external professional institutions, experts, or other appropriate methods.
Article 6     The procedures for the Company's board performance evaluation are as follows:
  1. etermine 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.
  2. 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.
  3. Select the units appropriate to conduct the evaluations.
  4. 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-Evaluation of Performance of the Board in Annex 1, the Questionnaire of Self-Evaluation of Performance of Board Members (for Themselves or Peers) in Annex 2, and the Questionnaire of Self-Evaluation of Performance 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.
Info
Article 7     When appointing an external evaluation institution or panel of external experts and scholars to conduct evaluations of board performance, the Company shall comply with the following guidelines:
  1. The external evaluation institution or panel of external experts and scholars shall be professional and independent.
  2. The external evaluation institution shall be an institution or management consulting firm mainly engaging in the provision of services for educational and training programs for board of directors and improvement of corporate governance of enterprises.
  3. The panel of external experts and scholars shall appoint at least three experts or scholars specialized in the fields of board of directors or corporate governance to conduct evaluations of board performance of the company and prepare external evaluation analysis reports.
Article 8     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:
  1. Participation in the operation of the company;
  2. Improvement of the quality of the board of directors' decision making;
  3. Composition and structure of the board of directors;
  4. Election and continuing education of the directors; and
  5. 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:
  1. Alignment of the goals and missions of the company;
  2. Awareness of the duties of a director;
  3. Participation in the operation of the company;
  4. Management of internal relationship and communication;
  5. The director's professionalism and continuing education; and
  6. Internal control.
    The criteria for evaluating the performance of functional committees should cover, at a minimum, the following five aspects:
  1. Participation in the operation of the company;
  2. Awareness of the duties of the functional committee;
  3. Improvement of quality of decisions made by the functional committee;
  4. Makeup of the functional committee and election of its members and
  5. 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.
Article 9     When electing or nominating members of the board of directors, the Company shall base its election on the evaluation results of the performance of the board and shall base its determination of an individual director's remuneration on the evaluation results of his or her performance.
Article 11     The performance evaluation regulations established by the Company shall be fully disclosed on the Market Observation Post System (MOPS) and the Company's website at all times, to be made available for consultation.