Board Structure

Members of Board of Directors At Chenbro, the Board of Directors consists of 9 members with a great breadth of experience in business, academia, legal profession and accounting. Among them, 4 members are independent directors, accounting for 44% of total directors. Given the Company's business operations, operating dynamics, and the diversity of the Board, 3 directors are female, accounting for 30% of total directors.

Board Responsibilities

Operations of the Board of Directors Election of Directors To ensure the effective operations of the Board of Directors and further protect the rights and interests of all shareholders, the Company maintains corporate governance in compliance with relevant laws and regulations. The Board members are elected through voting by shareholders during the general meetings and may be re-elected. In accordance with Article 192-1 of the Company Act, the Company adopts a candidates nomination system for the election of directors, which is specified in the Articles of Incorporation. In the general meetings, directors, including independent directors, are elected by shareholders from the list of candidates. There is no gender discrimination or restriction in terms of the nomination of the Board members. The responsibilities of the Board members cover supervising, appointing and guiding the management team, and being in charge of the Company’s operations to maximize the shareholders' equity.

Board Responsibilities 

The Board of Directors' primary duty is to supervise the operating performance, avoid conflict of interests, and ensure compliance with relevant laws and regulations, financial transparency, and timely disclosure of material information. Chenbro's Board of Directors strives to perform these responsibilities through the Audit Committee, Remuneration Committee, and internal audits. 

Chenbro's management team reports to the Board on a variety of subjects on a quarterly basis, including business/financial performances, internal audits, business plans, procedures for making significant financial/business decisions, appointment and dismissal of executives and financial, accounting, corporate governance or internal audit officers, or other material matters that require approval in general meetings of shareholdings or the Board meetings or that are required by authorities in charge. Chenbro's management team has maintained a healthy and functional communication with the Board of Directors, and has been committed to managing the business according to the Board's instructions to achieve the best interests for shareholders.

Implementation of Board Diversity 

Article 20 of the Company's Corporate Governance Best-Practice Principles stipulates the following: The Company’s Board of Directors shall be responsible for the shareholders' meetings. For various work and arrangement of the Company’s governance system, the authority of the Board of Directors shall be fully exercised according to relevant laws and regulations, the Articles of Incorporation, or resolutions of shareholders' meetings. The structure of the Company's Board of Directors shall be determined by choosing an appropriate number of the Board members, not less than 5, in consideration of the Company's business scale, the shareholdings of major shareholders, and practical operational needs. 

The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: 

1. Basic requirements and values: gender, age, nationality, and culture. 

2. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. 

All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities: 

(1) Ability to make operational judgments. 

(2) Ability to perform accounting and financial analysis. 

(3) Ability to conduct management administration. 

(4) Ability to conduct crisis management. 

(5) Knowledge of the industry. 

(6) An international market perspective. 

(7) Ability to lead. 

(8) Ability to make policy decisions.