Board of Directors_CorporateGovernance_InvestorRelations_InvestmentZone | Interior Surface Solutions-KD Panels

In accordance with the Company's Articles of Association, the Board of Directors of the Company currently consists of eight directors (including four independent directors) who are elected for a term of three years and are eligible for re-election. The Chairman of the Board is elected by the Directors from among themselves. The Chairman of the Board represents the Company externally and is responsible for all important affairs of the Company. The Company has taken out liability insurance in respect of the scope of business carried out by all Directors.

A. Board of Directors
 

B. Diversity of Board Members and independence

 

To enhance Diversity and independence of Board Members , the Company made the Code of Corporate Governance Practices and established  a nomination system for the election of directors (including independent directors) in its Articles of Association., In the selection of directors (including independent directors), the Company considers not only the professional background of the directors (including independent directors), but diversity is also an important factor.In order to achieve the desired goal of corporate governance, members should have diverse professional backgrounds in management, leadership, industry knowledge, finance and accounting.

The Company will maintain and continue to refine the current diversity of its Board of Directors and currently has eight directors, including four independent directors. Among the Board members, there is two female director and three directors who are  employees; two independent directors have served for more than three years; three directors are aged 60 or above; one directors are aged 51-60; three directors are aged 41-50; one director is aged 31-40. With professional backgrounds ranging from management, engineering, marketing and finance, as well as being technology industry operators and experts in accounting and management, the board members have diverse backgrounds in industry, academia and knowledge, and can provide professional advice from different perspectives, which will greatly help to enhance the company's operational performance and management efficiency.
  There are eight  people in The Board, four of them are independent director.The proportion of independent directors is 50%.All independent directors maintain independence when executing business. None of the board members have any of the circumstances listed in Article 30 of the Company Law; among the board members, except for Director Tsao, Hsien-Chang and Director Tsao, Ya-Lin, who have a father-daughter relationship (2 seats), the rest (6 seats) have not met the requirements of the Securities and Exchange Law. Article 26-3 stipulates that the circumstances specified in paragraphs 3 and 4 occur.

management, leadership, industry knowledge, finance and accounting.

Director’s Job Title and Name		Diversified Core Projects
		Gender	Business judgment ability	Accounting and financial analysis ability	Operation and management ability	Crisis handling ability	Building construction	International market outlook	Leadership ability	Decision-making ability
Chairman of the Board	Zhouding Investment Co. Ltd. Representative:  Tsao,Hsien-Chang	Male	▲	▲	▲	▲	▲	▲	▲	▲
Director	Zhouding Investment Co. Ltd. Representative: Tsai, Sheng-Hang	Male	▲	▲	▲	▲		▲	▲	▲
Director	Zhouding Investment Co. Ltd. Representative: Tsao, Ya-Lin	Female	▲	▲	▲	▲		▲	▲	▲
Director	Huang Tianhua	Male	▲	▲	▲	▲	▲	▲	▲	▲
Independent Director	Cheng, Hung-Hui	Male	▲	▲	▲	▲		▲	▲	▲
Independent Director	Yang Hao-Ming	Male	▲	▲	▲	▲		▲	▲	▲
Independent Director	Liu Ting-Hsuan	Male	▲	▲	▲	▲		▲	▲	▲
Independent Director	Lo Shu-Chen	Male	▲	▲	▲	▲		▲	▲	▲

C. Succession Planning for Board Members and Key Management Personnel

"Succession Planning for Board Members":
The Company currently has eight directors (including four independent directors), each with management expertise in business, finance and accounting or corporate management, and will continue to strengthen the Board of Directors and increase the number of independent directors in the future. 

Regarding the succession planning for the Board of Directors, there are currently a number of senior managers within the Group who possess the necessary management and professional capabilities to serve as directors, at the same time, the Company will seek external professional talents to prepare for the succession planning of directors. As for independent directors, they are required by law to have working experience in business, law, finance, accounting or knowledge of corporate entities. The Company will appoint independent directors as required by law in order to further develop its corporate governance function.

Succession Planning for Key Management Personnel:
KD values the dedication of each staff member and regularly evaluates the position of each staff member with regard to their attributes and performance and conducts personnel promotion evaluations in March of every year. Staff members at the Associate level (and above) are the key management level of the Company, and every management level has job agents. Internal and external training courses are held from time to time. In addition to professional training, we also develop judgement, management skills and problem-solving abilities to enhance the quality of management decisions and to prepare high quality manpower for the long-term development of the Company.

D. Board Performance Evaluation