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Corporate Governance

Organizational Structure of CSCC Board of Directors Functional Committees Continuing Education and Training for Directors Performance Evaluation for the Board of Directors Internal Control and Internal Audit Ethical Corporate Management Information Transparency

Performance Evaluation for the Board of Directors

Having instituted the Rules for Performance Evaluation of Board of Directors, CSCC carries out performance evaluation on the Board of Directors, individual directors, and various functional committees via self-assessment questionnaires, and uses the results of performance evaluation as the basis for determining remuneration for directors. In 2023, CSCC conducted five types of performance evaluation for the Board of Directors, where each type of performance evaluation consists of 20 self assessment indicators and each indicator is given a maximum of 5 points. The results of performance evaluation are listed as follows:

Self-assessment item Average score obtained from all questionnaires Average score for all indicators
Performance evaluation for the Board of Directors 96.78 points 4.84 points
Performance evaluation for individual directors 99.00 points 4.95 points
Performance evaluation for the Audit Committee 99.67 points 4.98 points
Performance evaluation for the Remuneration Committee 99.67 points 4.98 points
Performance evaluation for the Corporate Governance and Sustainability Committee 99.40 points 4.97 points

In addition, these rules stipulate that an evaluation shall be conducted by an external professional and independent organization or a team of external experts and scholars at least once every three years. Hence, we commissioned the Taiwan Corporate Governance Association to conduct an external evaluation of the performance of the Board of Directors for 2021 in February 2022. The recommendations we received from this evaluation and related improvement measures are detailed as follows:

Recommendation from external evaluation Improvement measures
Establish a lecture documentation system for new directors to help them learn about our current situation and absorb industry information as soon as possible In order for new directors to learn about our current situation, absorb industry information, and understand a director 's duties and responsibilities as soon as possible, the Administration Department has been designated to establish the relevant standard operating procedures and submit them to the Chairman for approval. These procedures should cover the following items:
  • CSCC 's current situation, organizational structure, industry reports, and future development blueprint or plan;
  • Rules of Procedure for Board of Directors ' Meetings, the duties and responsibilities of directors, and the operation of the Board of Directors;
  • Introduction to securities laws and regulations and related precautions for company insiders;
  • Introduction to the functions and operation of various functional committees for independent directors.
Set up a dedicated unit to report the status of communication with all stakeholders to the Board of Directors on a regular basis, so that the Board of Directors can keep abreast of developments among stakeholders and development trends in the external environment
  • We have reported the status of communication with stakeholders to the Board of Directors at the end or beginning of each year.
  • Our communication with stakeholders have been disclosed on our official website and sustainability report. The contact information of the responsible officers for various stakeholders have also been disclosed on our official website and sustainability report, so that our stakeholders can submit their questions and feedback to us.
  • As the experts involved in the external evaluation recommends establishing direct channels of communication between stakeholders and independent directors or the Audit Committee, we plan to hold a discussion with our independent directors on this recommendation before implementing it.
Enhance the Board of Directors ' function of supervising risk control to ensure the reliability and validity of risk management-related systems With regards to enhancing the Board of Directors ' function of supervising risk control, we plan to include risk management in the Corporate Governance and Sustainability Committee after considering CSC Group 's move to do so, where this committee will be responsible for supervising and controlling risk management at CSCC and regularly report the relevant mattes to the Board of Directors. In addition, we have amended the relevant provisions stipulated in the Risk Management Policy and Procedures and the Corporate Governance and Sustainability Committee Charter.
The duties and responsibilities of the chair of each functional committee are reasonably shared among all independent directors in order to not only fully realize their expertise, but also allow each independent director to fully participate in the operation of these committees. After the re-election of the 12th Board of Directors, we will provide opinions from external experts to the members of various functional committees during the re-election of the chair of these committees.