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The Board of Directors of KUEN LING MACHINERY REFRIGERATING is the company's highest governance body. In addition to providing strategic guidance for the company's operations, the Board of Directors can also oversee the operating performance of the company's management, strengthen the company's performance and responsibilities, so as to achieve the goal of increasing long-term shareholder interests and create maximum benefits for shareholders. In accordance with the provisions of the company's articles of association, the Board of Directors shall have 9 directors (including 4 independent directors), each with a term of 3 years, and they may be re-elected. The election of directors shall be based on the provisions of Article 192-1 of the Company Act and adopt a candidate nomination system. The acceptance method and announcement of director candidate nominations and other related matters shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. The members of the Board of Directors of KUEN LING MACHINERY REFRIGERATING are as follows:
To implement corporate governance and enhance the functions of the Board of Directors, the Company establishes performance goals to strengthen the Board's operational efficiency. Each year, Board members and Board meeting units conduct an internal self-evaluation of the Board's performance across five key areas (including participation in corporate operations, improving decision-making quality, composition and structure, selection and continuous development, and internal control) to strengthen the Board's effectiveness.
Diversity policy and implementation of board membership:
The composition of the board of directors of this company shall consider diversity and formulate appropriate diversity policies based on its own operations, operating model, and development needs. These policies should include, but are not limited to, the following two major criteria:
1. Basic conditions and values: gender, age, nationality and culture, etc.
2. Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Board members should possess the knowledge, skills, and qualities necessary to perform their duties. To achieve the ideal goals of corporate governance, the board as a whole should possess the following capabilities:
1. Operational judgment ability.
2. Accounting and financial analysis capabilities.
3. Operational and management capabilities.
4. Crisis management capabilities.
5. Industry knowledge.
6. International market perspective.
7. Leadership ability.
8. Decision-making ability.
The members of the Company's 15th Board of Directors possess extensive knowledge of operations management, leadership decision-making, and related industries, with academic experience encompassing finance and sales. The implementation of the diversity policy is as follows:
The Company's 15th Board of Directors consists of nine members (including four independent directors), all of whom possess diverse and complementary industry experience and expertise in finance, accounting, and other fields. The Company prioritizes the diversity of industry experience within its Board of Directors. Three directors have backgrounds in finance and accounting, five have experience in the refrigeration and air conditioning industry, and one is a refrigeration and air conditioning academic. Over two-thirds of the members possess these core competencies in the Company's three key areas of operational judgment, management, and decision-making.
In addition, the board of directors includes 2 female directors (accounting for 22%); 4 independent directors (accounting for 44%, of which 3 independent directors have a term of office of less than 6 years and 1 independent director has a term of office of 6 to 9 years) and 2 corporate directors (accounting for 22%).
The specific management objectives and achievement status of the Company's diversity policy are as follows:
| Management Objectives | Achievement |
|---|---|
| Directors and independent directors do not serve as directors of more than five listed or OTC companies at the same time | Achievement |
| The number of independent directors exceeds one-third of the total number of directors and the term of office of an independent director does not exceed three consecutive terms. | Achievement |
| Directors who also serve as company managers shall not exceed one-third of the board seats | Achievement |
| More than half of the directors are not spouses or relatives within the second degree of kinship | Achievement |
| The board of directors focuses on operational judgment, management and crisis management capabilities, and more than two-thirds of the board members should have the ability to handle relevant core projects. | Achievement |
| The proportion of female directors should reach one-third of the board seats. | Not achieved |
