The fifth term of the Board of Directors runs from June 25, 2024, to June 25, 2027. The board consists of eight directors with rich industry experience, including four independent directors, which meets the regulatory requirements for listed companies. The four independent directors have expertise in finance and accounting, business operations, information technology, law, and risk management, possessing the knowledge, skills, and qualities necessary to perform their duties. Our Chairman, Pi-Hua Chen, is passionate about the beauty industry with extensive industry knowledge and professional leadership, as well as marketing and operational management capabilities, and she is dedicated to maximizing shareholders’ interests.
The Board of Directors guides the company’s strategy, oversees the management team, and is accountable to the company and its shareholders. The corporate governance framework and its various operations and arrangements ensure that the Board of Directors exercises its authority in accordance with legal requirements, the company’s articles of association, or resolutions passed at shareholders’ meetings.
The Board of Directors shall guide the company’s strategy, supervise management, and be accountable to the company and its shareholders. The company’s corporate governance system, including its operations and arrangements, shall ensure that the Board exercises its powers in accordance with applicable laws, the Articles of Incorporation, and resolutions of the shareholders’ meeting.
The primary responsibilities of the Board of Directors include, but are not limited to, approving the company’s operating plans, annual financial reports, and semi-annual financial reports; establishing or modifying internal control systems; formulating or amending important management procedures in accordance with Article 36-1 of the Securities and Exchange Act, such as: acquiring or disposing of assets, trading derivatives, and lending funds to others; approving major operating items such as the issuance or issuance of securities; appointing and dismissing managers; appointing and dismissing financial accounting and internal audit supervisors; supervising the integrity of the company’s operating management; and exercising other powers conferred by law and shareholder resolutions. The Board guides the execution of the company’s business and the resolution of major decisions to ensure the company’s development and safeguard the rights and interests of shareholders.
According to the company’s articles of association, a nomination system for candidates should be adopted for the election of directors, and shareholders should select from the list of director and independent director candidates. Additionally, the “Board of Directors Performance Evaluation Procedures” are established to evaluate the performance of the Board of Directors, individual directors, and functional committees. The evaluation results serve as a reference for the selection or nomination of directors and the determination of their individual compensation.
Members of the Board of Directors should collectively possess the knowledge, skills, and qualities necessary to perform their duties. The overall capabilities that the board should possess are as follows:
Our company’s “Corporate Governance Best Practice Principles” outline diversity policies in its Chapter 3, “Strengthening the Role of the Board of Directors.” Members of the Board are nominated and elected in accordance with the company’s articles of association, using a candidate nomination system. In addition to evaluating the qualifications and experience of each candidate, we also consider the opinions of stakeholders, adhering to the “Procedures for the Election of Directors” and the “Corporate Governance Best Practice Principles” to ensure the diversity and independence of all Board members.
Article 20 of the company’s “Corporate Governance Best Practice Principles” stipulates that the composition of the Board of Directors should emphasize gender equality and that members should collectively possess the knowledge, skills, and qualities necessary to perform their duties. The company has already implemented this requirement and will continue to make timely adjustments based on the company’s operational development to ensure these principles remain in place.
The list of the eight members (including four independent directors) of the Company’s fifth Board of Directors features individuals with backgrounds in beauty and marketing, healthcare and biotech, finance, and information technology. This diversity in expertise helps enhance corporate governance and management performance.
Among the eight members of the Company’s fifth Board of Directors, seven are local nationals, and one is from mainland China. The composition includes four independent directors (50%), and two directors are company employees (25%). The age distribution of the directors is as follows: one director is aged 71-80, four directors are aged 61-70, one directors are aged 51-60, and two directors are aged 41-50.
In addition to the above, the Company also emphasizes gender equality in the composition of the Board of Directors. The Company’s fifth Board of Directors includes four female members (two of whom are independent directors), making the proportion of female directors 50%.
Please refer to the following for the capabilities of individual board members and the implementation of the diversity policy:
|
Item
Director’s
Name |
Basic Information | Business Experience | Expertise | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender |
Concurrently employee of the Company |
Age |
Independent Director’s Current Tenure |
Beauty, Marketing |
Healthcare, Biotechnology |
Information Technology |
International Trade |
Finance, Accounting |
Law |
Business Operations |
Risk Management |
|||||
|
41 ~ 50 |
51 ~ 60 |
61 ~ 70 |
71 ~ 80 |
Less than 3 |
More than 9 |
||||||||||||
|
Chen, Pi-Hua Chairman |
R.O.C | F | |||||||||||||||
|
Chen, Pei-Wen Director |
R.O.C | F | |||||||||||||||
|
Wu, Sizong Director |
Mainland China | M | |||||||||||||||
|
Chao, Cheng-Yu Director |
R.O.C | M | |||||||||||||||
|
Tsai, Yu-Chin Independent Director |
R.O.C | F | |||||||||||||||
|
Hsu, Wen-Kuan Independent Director |
R.O.C | F | |||||||||||||||
|
Huang Lei-Kang Independent Director |
R.O.C | M | |||||||||||||||
|
Lee Jin-Wei Independent Director |
R.O.C | M | |||||||||||||||
Of the eight members of our company’s fifth Board of Directors, four are independent directors, making up 50% of the board. All independent directors meet the requirements set forth in the “Regulations Governing the Appointment and Qualifications of Independent Directors of Public Companies.”
None of the eight directors on our company’s fifth Board of Directors is under any of the circumstances listed in Article 30 of the Company Act.
Among the eight directors, three (Chairman Chen Pi-Hua, Director Chen Pei-Wen, and Director Chao Cheng-Yu) are related within two degrees of kinship, but this figure does not exceed half of the board seats. Therefore, there are no issues as stipulated in Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act.
Based on the above, our company’s Board of Directors maintains the necessary independence to exercise its duties.
The Company established the Rules for Performance Evaluation of the Board of Directors on December 29, 2020 (please refer to the Company’s Important Rules and Regulations) Pursuant to Article 3 of these procedures, the performance evaluation of the Board of Directors shall be conducted by an external professional and independent institution or a team of external experts and scholars at least once every three years. The results of both internal and external board performance evaluations shall be completed by the end of the first quarter of the following year.
At the end of each fiscal year, the Board of Directors shall conduct an internal performance evaluation in accordance with the evaluation procedures and criteria set forth in these procedures. At the beginning of each year, performance self-assessment questionnaires shall be distributed to all members of the Board of Directors and functional committees.
| Cycle | Scope | Method | Contents |
|---|---|---|---|
| Once a year | Board | Internal self-evaluation |
|
| Once a year | Each director | Internal self-evaluation |
|
| Once a year | Functional Committee | Internal self-evaluation |
|
The performance evaluations of the Board of Directors and functional committees for fiscal year 2024 were completed by the end of the first quarter of 2025. The evaluation scores for that year ranged from 4.62 to 4.90 out of a maximum of 5 points. The average overall score of the Board was 4.65; with the Board self-assessment reaching 4.62 and individual directors” self-assessment scoring 4.90. For functional committees (including the Audit Committee and Remuneration Committee), the average score was 4.88. Directors generally strongly agreed with the evaluation indicators, and the overall performance of the Board of Directors and functional committees were assessed as excellent, aligning with the principles of corporate governance. These results were reported during the Board of Directors meeting on February 27, 2025.
The performance evaluation of the Company’s Board of Directors shall be conducted by an external professional and independent institution or a team of external experts at least once every three years. In 2025, the Company engaged the Taiwan Association for Board Governance to conduct the external board performance evaluation. The institution and the evaluation team have no business dealings with the Company and maintain full independence. Relevant details are as follows:
The Board consists of eight directors, with 50% independent directors and 50% female directors, demonstrating strong independence and gender diversity. Members have professional backgrounds spanning business management, beauty, law, and biomedical sciences, contributing to governance robustness and decision-making quality.
Directors actively attend meetings and apply their professional expertise, reflecting a diligent and responsible governance spirit.
Since 2025, the Company has engaged an external professional institution for performance evaluation, demonstrating the Board’s commitment to self-improvement and continuous enhancement of governance effectiveness.
The director concurrently serving as CEO leads the ESG Planning Taskforce, driving sustainability initiatives from the top down. The Company’s sustainability performance has received external recognition, translating sustainability strategy into market reputation.
The Company actively innovates and develops iconic products with lasting appeal, while promoting green design and manufacturing, effectively establishing a high-end brand moat and enhancing corporate value.
Establish a Board Handbook to help new directors understand their roles and responsibilities, board practices, and the industry and operating environment, enabling them to perform effectively from the start.
Consider setting up a Sustainability Committee under the Board to demonstrate the Company’s commitment to sustainability.
Increase the frequency of separate meetings between the Audit Committee, the Chief Internal Auditor, and the Certified Public Accountant to at least twice a year, to strengthen oversight of the internal control system.
2025 External Assessment Report on Board Performance
The compensation for directors is determined in accordance with Article 64 of the company’s articles of association, as amended and approved on June 6, 2023, based on the following factors: (a) their involvement in the company’s operations; (b) the value of their contributions to the company; (c) the performance evaluation of the Board of Directors; (d) consideration of industry standards; and (e) recommendations from the Remuneration Committee and other relevant factors. After review by the Remuneration Committee, these factors are submitted to the Board of Directors for resolution, along with Article 90-2. If the company generates profits in a given year, up to 3% of the profits may be allocated for director compensation, requiring a resolution passed by at least two-thirds of the attending directors and a majority of all directors present. However, if the company has accumulated losses, the amount needed to offset these losses should be retained first.
Director compensation is also based on the results of the “Board of Directors Performance Evaluation Procedures.” This evaluation considers various factors, including the directors’ involvement in company operations, the quality of Board decisions, the composition and structure of the Board, the selection and continuous training of directors, internal controls, and other relevant items. The performance evaluation results are used as a reference for determining individual director compensation, ensuring reasonable remuneration.
Directors are nominated by the Company’s major shareholders and elected by the shareholders’ meeting. In line with the Board succession plan, following the 2024 Board election, the current Board includes two directors under 50 years old and one director aged 50–60. The younger and more diverse composition of the Board is expected to contribute to the Company’s long-term development. For newly appointed directors, the company arranges a 12-hour training program in the year of their election. We also provide directors and internal personnel with relevant legal information, important considerations, and regulatory guidance manuals. Additionally, during their tenure, directors are required to complete 6 hours of continuous training each year to help them acquire and maintain the professional knowledge required to perform their duties effectively.
In planning the succession for key management positions, the company considers candidates who not only possess exceptional professional abilities and performance but also align with the company’s corporate culture and management philosophy. These candidates should demonstrate their ability to create value, support their team, and persevere through challenges.
For the training of the CEO successor, our approach includes management and professional skill development, participation in designated projects, and job rotations. The training content covers areas such as human resources, financial risk, brand marketing, and supply chain management, aiming to cultivate the trainee’s strategic planning and operational decision-making capabilities.
Through this succession training program, we selected a CEO candidate in 2019 and have since applied this model to develop other high-level management positions.
Senior executives of the organization (including the General Manager) are enrolled in the “Leadership Accelerator training program”. The courses primarily cover strategic planning, continuously building core teams, systematically enhancing the management capabilities of key personnel, and empowering critical positions to drive performance growth.
