Board of Directors

       Introduction of Board of Directors
   

       In accordance with the Articles of Incorporation, the Board of Directors of Sunrex consists of 7 to 9 directors and adopts a candidate nomination system, under which directors are elected by the shareholders’ meeting from the list of nominated candidates. Among them, no fewer than three shall be independent directors. All directors serve a term of three years. The Board of Directors exercises its powers and duties in accordance with applicable laws and regulations, the Articles of Incorporation, and resolutions of the shareholders’ meeting. 

       Based on Sunrex’s operating characteristics and development needs, the composition of the Board of Directors is planned in line with the Corporate Governance Best Practice Principles, with a diversity policy formulated by considering factors such as gender, age, professional background, expertise, and industry experience. Independent directors are appointed in accordance with the qualifications prescribed by the competent authority, with at least one independent director possessing a background in finance or accounting. Full consideration is given to the principles of diversity to establish a solid foundation for sound corporate governance. 

       Sunrex has also established an Audit Committee, a Remuneration Committee, and a Sustainable Development Committee. Through the independent and objective perspectives of experts, these committees assist the Board of Directors in evaluation and decision-making, thereby strengthening the functions of the Board.
   

Board Diversity Policy and Implementation

In accordance with Article 20, Paragraph 4 of the Company’s Corporate Governance Best Practice Principles, in order to achieve the ideal goals of corporate governance, the Board of Directors as a whole should possess the following competencies:

To achieve the aforementioned objectives and enhance the effectiveness of the Board, the Company has established a Board Diversity Policy. In accordance with Article 20, Paragraph 3 of the Corporate Governance Best Practice Principles, the composition of the Board shall consider diversity. In addition to the requirement that directors concurrently serving as company executives shall not exceed one-third of the total number of board seats, the Company shall formulate appropriate diversity guidelines based on its operations, business model, and development needs. Such guidelines shall include, but are not limited to, the following two dimensions:
 

1. Basic Conditions and Values: gender, age, nationality, culture, etc.
2. Professional Knowledge and Skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional expertise, and industry experience.

Specific management objectives and implementation status of the Board Diversity Policy: 
Female directors account for 44%, while male directors account for 56%. There are 3 directors aged 70 and above, 4 directors aged 50–59, 1 director aged 40–49, and 1 director aged 30–39.

Succession Planning for Board Members and Key Management

1. The election of directors of the Company is conducted in accordance with the Articles of Incorporation under a candidate nomination system. The Corporate Governance Best Practice Principles and the Procedures for Election of Directors explicitly stipulate that the composition of the Board shall take diversity into consideration. Diversity guidelines are formulated based on the Company’s operations, business model, and development needs, including but not limited to two major dimensions: basic conditions and values, as well as professional knowledge and skills.
2. The structure of the Company’s Board of Directors is determined by taking into account the scale of the Company’s business development and the shareholding structure of its major shareholders, while considering practical operational needs.
3. The Company has established an ongoing director succession plan and a director candidate database based on the following criteria:
   • Integrity, responsibility, innovation, and decision-making capability, aligned with the Company’s core values, and possessing professional knowledge and skills that contribute to business operations and management.
   • Industry experience relevant to the Company’s business operations.
   • The expected addition of such members will continuously contribute to an effective, collaborative, diverse, and needs-oriented Board. Currently, female directors account for 44%.
   • The collective areas of expertise of the Board shall include corporate strategy and management, accounting and taxation, finance, law, administrative management, and production management.
   • The selection process for director candidates is conducted in compliance with qualification reviews and relevant regulations to ensure that suitable new directors can be effectively identified and appointed when vacancies arise or when an expansion of Board seats is planned.
4. The Company has also established the Board Performance Evaluation Policy. Through evaluation criteria including the oversight of corporate objectives and missions, understanding of duties, participation in operations, internal relationship management and communication, professional competence and continuing education, internal controls, and the expression of specific opinions, the effectiveness of Board operations and the performance of individual directors are assessed, serving as a reference for future director selection.

Succession Planning and Implementation for Key Management

1. The Company’s key management personnel are responsible for relevant operational and managerial functions within the organization, and each management level has designated deputies. In addition to possessing the necessary professional skills and experience, key management personnel are expected to align their values and management philosophy with the Company’s business philosophy.
2. To cultivate key management personnel and their deputies, the Company’s training mechanisms include not only professional competency and corporate governance-related courses, but also participation in regular internal management meetings, supplemented by on-the-job training through project-based task management to provide practical experience.
3. The Company conducts annual employee performance evaluations. Through daily observations and performance assessments, areas for improvement, individual development needs, and the Company’s expectations are identified. The evaluation results serve as a reference for future succession planning.