Nomination and Election of Directors
In accordance with the company’s bylaws, the company has a board of directors consisting of 5 to 9 members, with a term of three years. According to Article 192-1 of the Company Law and Article 15 of the company’s bylaws, the nomination and election of directors is conducted through a candidate nomination system. The current board of directors was discussed and approved by the Board, and in accordance with Article 192-1 of the Company Law, a period from November 30, 2020 to December 9, 2020 was designated to accept candidate nominations from shareholders holding 1% or more of the shares. After the nomination period, the board of directors reviewed the list of director candidates on December 11, 2020, and assessed their qualifications in accordance with the requirements for directors. The final appointment of directors was then submitted to the shareholders’ extraordinary general meeting for election.
The fourth term of the board of directors was elected at the shareholders’ extraordinary general meeting on January 8, 2021, with a total of 7 directors, including 3 independent directors. The key educational and professional backgrounds of the directors are shown in the following table.
In accordance with the company’s bylaws, the company has a board of directors consisting of 5 to 9 members, with a term of three years. According to Article 192-1 of the Company Law and Article 15 of the company’s bylaws, the nomination and election of directors is conducted through a candidate nomination system. The current board of directors was discussed and approved by the Board, and in accordance with Article 192-1 of the Company Law, a period from November 30, 2020 to December 9, 2020 was designated to accept candidate nominations from shareholders holding 1% or more of the shares. After the nomination period, the board of directors reviewed the list of director candidates on December 11, 2020, and assessed their qualifications in accordance with the requirements for directors. The final appointment of directors was then submitted to the shareholders’ extraordinary general meeting for election.
The fourth term of the board of directors was elected at the shareholders’ extraordinary general meeting on January 8, 2021, with a total of 7 directors, including 3 independent directors. The key educational and professional backgrounds of the directors are shown in the following table.
| 職 稱 | 姓 名 | 主 要 學 (經) 歷 |
|---|---|---|
| 董事長 | 賴柏如 | •台北科技大學經營管理EMBA專班 •晶鑽生醫Diamond共同創辦人 |
| 董 事 | 謝佳憲 | •台灣大學醫學系 •台北科技大學生醫工程博士候選人 •考試院醫師國家考試及格 •台北市立仁愛醫院皮膚科主治醫師 •晶鑽生醫Diamond共同創辦人及總經理 |
| 董 事 | 傳芳有限公司代表人-謝偉芳 | •勤益技術學院電子工程系 •中正理工學院電子工程系 •華豐橡膠(股)公司監察人 |
| 董 事 | 蔡彥輝 | •台北商業大學財政稅務系 •基因國際生醫(股)公司總管理處行政總監兼任營運長 •三花棉製業(股)公司總經理特助 |
| 獨立董事 | 施汎泉 | •國立台北大學財經法律系 •國立中正大學財經法律研究所 •專門職業及技術人員律師高考及格 •弦律法律事務所主持律師 •中華民國仲裁協會仲裁人 •中華民國內部稽核協會常務監事 |
| 獨立董事 | 張瀚星 | •國立台灣大學經濟學系 •國立台北大學會計研究所 •專門職業及技術人員會計師高考及格 •誠信聯合會計師事務所簽證會計師 |
| 獨立董事 | 彭于賓 | •國立陽明大學醫學系 •考試院醫師國家考試及格 •台北榮民總醫院皮膚部住院總醫師 |
Board of Directors Performance Evaluation
To ensure effective corporate governance and enhance the functionality of the board of directors, the company has established the “Board of Directors Performance Evaluation Policy” to set performance targets and strengthen the efficiency of board operations. At the end of each fiscal year, an evaluation of the board of directors’ performance for that year is conducted in accordance with the evaluation procedures and indicators set forth in the policy. The evaluation criteria include the level of participation in company operations, improvement of decision-making quality, board composition and structure, director appointment and continuous education, and internal controls. The evaluation is conducted using a weighted average scoring method, and the results are finalized before the next board of directors’ meeting in the following year.
To ensure effective corporate governance and enhance the functionality of the board of directors, the company has established the “Board of Directors Performance Evaluation Policy” to set performance targets and strengthen the efficiency of board operations. At the end of each fiscal year, an evaluation of the board of directors’ performance for that year is conducted in accordance with the evaluation procedures and indicators set forth in the policy. The evaluation criteria include the level of participation in company operations, improvement of decision-making quality, board composition and structure, director appointment and continuous education, and internal controls. The evaluation is conducted using a weighted average scoring method, and the results are finalized before the next board of directors’ meeting in the following year.
•The internal evaluation results of the Board of Directors’ performance for the fiscal year 2022 indicated excellence in all five aspects. The board’s operations were deemed satisfactory, with no areas requiring improvement or follow-up actions. The evaluation report was submitted to the Board of Directors on March 27, 2023.
Board member succession planning
The company is planning for a complete board election in the year 2023 to align with its business focus on the development of medical device agency research, medical consumables agency research, medical-grade skincare products, manufacturing, sales, and marketing, as well as its commitment to international-level research and manufacturing capabilities in the beauty industry. In planning for the succession of board members, the company emphasizes the importance of candidates who possess the necessary professional knowledge, skills, and qualities to effectively carry out their responsibilities, with a particular focus on individuals who can contribute to the development of innovative medical beauty products and effective management practices in line with the company’s values and business philosophy. As for the selection of independent directors, the company is planning to consider candidates from academia and industry who possess the required industry experience in commerce, law, finance, accounting, or relevant fields, ensuring a diversified composition of the board that aligns with the company’s policy on board diversity.
The company is planning for a complete board election in the year 2023 to align with its business focus on the development of medical device agency research, medical consumables agency research, medical-grade skincare products, manufacturing, sales, and marketing, as well as its commitment to international-level research and manufacturing capabilities in the beauty industry. In planning for the succession of board members, the company emphasizes the importance of candidates who possess the necessary professional knowledge, skills, and qualities to effectively carry out their responsibilities, with a particular focus on individuals who can contribute to the development of innovative medical beauty products and effective management practices in line with the company’s values and business philosophy. As for the selection of independent directors, the company is planning to consider candidates from academia and industry who possess the required industry experience in commerce, law, finance, accounting, or relevant fields, ensuring a diversified composition of the board that aligns with the company’s policy on board diversity.
Key management team succession planning
In accordance with our future development strategy, our company has defined the organizational structure, required positions, and talent needs. Each department has its own responsibilities, and department heads and deputies have job descriptions in place. Currently, the group has established various management positions such as General Manager, Deputy General Manager, Manager, and Assistant Manager to accommodate the growth and development of the group. We are actively cultivating talented middle and senior managers with potential, selecting versatile individuals, and fostering important management personnel with innovative and youthful thinking.
To align with the company’s strategic development and employee turnover, we conduct key talent rotations. Through opportunities such as participating in policy formulation and overseas visits, employees gradually undergo training and development to become capable managers who align with the company’s long-term development capabilities and have a vision in line with the industry’s development trends.
Our company has an education and training system and a well-established promotion pipeline to provide employees with continuous improvement and development opportunities. After participating in internal and external training programs, employees’ training records are recorded by the HR department to track their training progress. Additionally, an annual performance evaluation is conducted, and the evaluation results serve as a reference for succession planning in the talent review meetings. Middle managers are promoted to senior positions or involved in job rotation plans to ensure smooth succession and inheritance planning.
In accordance with our future development strategy, our company has defined the organizational structure, required positions, and talent needs. Each department has its own responsibilities, and department heads and deputies have job descriptions in place. Currently, the group has established various management positions such as General Manager, Deputy General Manager, Manager, and Assistant Manager to accommodate the growth and development of the group. We are actively cultivating talented middle and senior managers with potential, selecting versatile individuals, and fostering important management personnel with innovative and youthful thinking.
To align with the company’s strategic development and employee turnover, we conduct key talent rotations. Through opportunities such as participating in policy formulation and overseas visits, employees gradually undergo training and development to become capable managers who align with the company’s long-term development capabilities and have a vision in line with the industry’s development trends.
Our company has an education and training system and a well-established promotion pipeline to provide employees with continuous improvement and development opportunities. After participating in internal and external training programs, employees’ training records are recorded by the HR department to track their training progress. Additionally, an annual performance evaluation is conducted, and the evaluation results serve as a reference for succession planning in the talent review meetings. Middle managers are promoted to senior positions or involved in job rotation plans to ensure smooth succession and inheritance planning.