Board of Directors

The Board of Directors consists of nine members, all of whom have a great breadth of experience. Five of the nine directors are independent directors, which exceeds the current requirements for public companies. To strengthen management efficiency and effectiveness, the board established the "Audit Committee" and the "Remuneration and Nomination Committee", composed entirely of independent directors. The five independent directors possess professional qualifications in the areas of business, finance, telecom, ecommerce/marketing, and the necessary knowledge and skill to perform their duties. The Chairman has ample experience with the Company’s operations and the business acumen to lead the Company and make decisions in the shareholders’ best interests.

"The Rules for Election of the Directors" was enacted to regulate the election of the directors through the candidate nomination system. "The Rules and Procedures on Evaluating Board of Directors' Performance" was enacted to conduct evaluations of the board's performance. The Remuneration and Nomination Committee evaluates the board’s performance and submits a report with proposed improvements to the board.

We believe the operations of an effective board are fundamental to the company’s sustainability. The main responsibilities of the board are: to supervise the Company’s compliance with relevant laws and regulations, the timely disclosure of material information and to ensure integrity in all of the Company’s operations. In addition, it is essential for the board to maintain a good communication channel and positive interaction with the management team, provide a guideline for the Company’s operations and make resolutions regarding material strategies to ensure the Company’s development and to protect shareholders’ interests. The Remuneration and Nomination Committee is responsible for assisting the board in the search, review and nomination of candidates as part of the board succession plan.

Guidelines for a diverse board of directors:

1.The ratio of independent directors should be 40% or above.

2.At least one female director.

3.At least one director with expertise in each of the following areas: telecom, finance, legal affairs, commerce, technology, investment and M&A, FinTech, information technology, risk management, operations management and E-commerce/marketing.

Currently, the ratio of independent directors in the company is approximately 56%, including one female director. The directors possess professional qualifications in the areas of telecom, finance, legal affairs, technology, investment and M&A, FinTech, information technology, risk management, operations management and E-commerce/marketing, compliant with the guidelines for a diverse board of directors. The table below shows their core competencies.

Related Links:Rules for Election of the Directors

Top 5 Core Competencies of the Directors
Board
members
Daniel M. Tsai
Richard M. Tsai
Hsueh Jen Sung
Char-Dir Chung
Hsi-Peng Lu
Tong Hai Tan
Drina Yue
Frank Lin
Jamie Lin
Gender
Nationality
Experience in
Telecommunication
Services Industry
(Years)
Tenure of
directors/independent
directors(Years)
Finance Law Business Technology Investment and M&A Fintech InformationTechnology Risk Management Operations
management
E-commerce/ marketing
M R.O.C.
24
24
M R.O.C.
24
24
M R.O.C.
9
9
M R.O.C.
34
6
M R.O.C.
6
4
M SG
13
3
F US
33
3
M R.O.C.
9
0.2
M R.O.C.
8
5

Note 1 The average tenure of the BoD was 9.11 years as of the end of 2022.
Note 2 The table above shows the top 5 core competencies of each director. All the directors of the company have risk management experience and capabilities.