Governance Structure
Composition of the Board of Directors
In an effort to bolster the functions of the Board of Directors, two independent directors were elected in the shareholders’ meeting convened in June 2023, which brought the number of members of the current Board of Directors to nine, including four independent directors. As the Board of Directors convenes at least once each quarter, a total of four meetings were convened by the Board of Directors in 2023, with an average attendance rate of 100% among all board members.
Formosa Laboratories has established the Corporate Governance Best Practice Principles and the Procedures for Election of Directors, which specify that the Board of Directors should not only consist of members with diverse industrial experiences and professional backgrounds and competencies, but also include the voices of different groups. Out of the nine members of the 10th Board of Directors, five (56%) have a background in medicine or chemistry, whereas four (44%) specialize in finance or business administration. At the same time, female directors take up two seats on the Board of Directors, accounting for 22% of the total number of directors, while the number of directors who concurrently serve as managers at Formosa Laboratories does not exceed one-third of the total number of directors. Please refer to Formosa Laboratories’ 2023 Annual Report for more details on the core competency indicators concerning the diversity of the Board of Directors and functional committees. Detailed information on the operation of corporate governance at Formosa Laboratories can also be found on Formosa Laboratories’ official website.

Board of Directors of Formosa Laboratories

- The Board of Directors was re-elected on June 23, 2022, and held two and four board meetings before and after that date, respectively.
- Chang, Ting-Jung resigned as an independent director and a member of the audit committee on November 12, 2022.
Nomination and Selection of the Board of Directors
Formosa Laboratories passed a resolution at the board meeting in March 2022 to fully re-elect 8 directors (including 3 Independent Directors) at the shareholders' meeting in 2022. The nomination of Dr. Cheng, Chen-Yu and 7 other directors (including 3 Independent Directors) was reviewed and approved, and their diversity, independence, educational and professional backgrounds, industry experience, and relevant skills related to organizational impact all comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", Article 192 of the "Company Act,"the"Articles of Incorporation"and the"Procedures for Election of Directors". The candidate nomination system is adopted, and Chen, Yi-Fen, Lu, Ta- Jung, and Chang, Ting-Jung are included in the Company's list of independent director candidates for 2022, which was announced on the Public Information Observation Station and submitted for election at the shareholders' meeting in June 2022.
Formosa Laboratories elected 8 directors (including 3 Independent Directors) at the shareholders' meeting in June 2022 and held a board meeting. All the elected directors unanimously recommended Dr. Cheng, Chen-Yu to serve as the Chairman of Formosa Laboratories. Dr. Cheng, Chen-Yu holds a Ph.D. in Medicinal Chemistry from the University of California, San Francisco. He has previously served as a professor in the Department of Pharmacy at National Taiwan University, a researcher at DuPont Chemical Company, and a postdoctoral researcher in the Department of Chemistry at MIT. During his tenure as Chairman and President of Formosa Laboratories, Dr.Cheng, Chen-Yu has accumulated professional capabilities and extensive experience in operational judgment, management, leadership decision-making, and crisis handling. He has provided professional and comprehensive guidance on the Company's operational management and investment decisionmaking, significantly benefiting the operational management of Formosa Laboratories. Therefore, he will continue to serve as Chairman.
To implement the diversification of the Board of Directors and formulate appropriate diversification policies for its own operations, operational models, and development needs, the following two aspects are considered: first, basic conditions and values such as gender, age, nationality, and culture; second, professional backgrounds, knowledge, skills, and experience in law, accounting, industry, finance, marketing, or technology. In addition, to achieve the ideal goal of corporate governance, the Board of Directors of the Company as a whole should possess eight abilities, including operational judgment, accounting and financial analysis, management, crisis handling, industry knowledge, international market perspective, leadership, and decision-making. The Formosa Laboratories Board of Directors should meet basic requirements and values, possess professional knowledge and skills, demonstrate diversity, and strive for gender equality. Formosa Laboratories also continues to arrange diverse training courses for board members to continuously enrich their knowledge for decision-making. For more information on the core competency indicators of the Board of Directors and its committees, please refer to the Company's annual report (2022 Annual Report).
Recusal Due to Conflict of Interest
Formosa Laboratories adopts a candidate nomination system for the election of directors, where the Chairman concurrently serves as the President of Formosa Laboratories, while some of the directors at Formosa Laboratories also serve on the boards of other companies. The Board of Directors established the Rules of Procedure for Board of Directors’ Meetings in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, which stipulates the principles of director recusal due to conflict of interest and requires board members to exercise a high level of self-discipline and prudence when exercising due care of a good administrator and faithfully fulfilling their duties and responsibilities. At the same time, the rules also specify that directors shall be prohibited from not only joining in the discussion of and voting on any matter in which they have an interest or in which they represent a legal entity that is detrimental to the interests of our company, but also exercising their voting rights on behalf of other directors, and they shall abstain from the discussion of and voting on such matters. Please refer to Formosa Laboratories’ annual report for more details on the implementation of director recusal from proposals due to conflict of interest.

Continuing Education and Training for the Board of Directors
With a view to keeping abreast of global trends in business management, Formosa Laboratories has put in place a continuing education and training mechanism for directors, where arrangements are made for directors to attend training courses on an annual basis to enhance the governance knowledge and skills required by the board members. In addition, we send out announcements of relevant laws and regulations from the competent authorities from time to time so that independent directors are able to keep track of information related to Formosa Laboratories at all times. We also continue to step up dissemination of information and education programs based on each director’s needs ad feedback. In 2023, the Board of Directors underwent 66 hours of training in total, including 60 hours of governancerelated courses and 6 hours of finance and accounting-related courses, which translates into an average of 7.3 hours of training per person. Please refer to Formosa Laboratories’ annual report for more details on the status of continuing education and training for directors.
Formosa Laboratories 2022 Board of Directors Training Courses
Course | Course organizer | Course Hours | |
---|---|---|---|
Environment | Exploring Corporate ESG Strategies and Greenhouse Gas Inventory Practices | Taiwan Investor Relations Institute | 6 |
Opportunities and Challenges of Net Zero Emissions - A Discussion on Greenhouse Gas Inventory, Carbon Footprint, and Carbon Neutrality | Independent Director Association Taiwan | 3 | |
Economy/ Governance | An Era of Stringent Data Protection Regulation--The Latest Tendencies from Taiwan, EU and China | Taiwan Corporate Governance Association | 6 |
Examining the Information Security Governance Strategy of Listed Companies from the Perspective of ESG Sustainable Development | Taiwan Corporate Governance Association | 3 | |
Deep diving the cybersecurity tactics of listed companies from the perspective of ESG development | Independent Director Association Taiwan | 3 | |
Innovation of Circular Economy for Creating True Value | Taiwan Corporate Governance Association | 3 | |
Reveal the Secretive Mask of Insider Trading | Taiwan Corporate Governance Association | 3 | |
Virtual World: The Metaverse and the Future of Cryptocurrency with Blockchains | Taiwan Corporate Governance Association | 3 | |
Review the Risk and Operational Practices of Asset Valuation as the Board of Directors | Independent Director Association Taiwan | 6 | |
How do directors and supervisors supervise companies to do well in risk management and internal control | Taiwan Corporate Governance Association | 3 | |
Legal Responsibilities of Directors and Supervisors and Corresponding Risks and Prevention | Taiwan Investor Relations Institute | 6 | |
The role of Independent Directors in corporate management and corporate governance. | Taiwan Corporate Governance Association | 3 | |
Protection of Trade Secrets and Practices for Fraud Detection | Taiwan Corporate Governance Association | 3 | |
Analysis of Practical Cases of Related Party Transactions and Unconventional Transactions | Independent Director Association Taiwan | 9 |
Individual Continuing Education Status of Formosa Laboratories' Directors in 2022
(Unit: hours))
Board Members | Environment | Economy/Governance | Total Training Hours |
---|---|---|---|
Chairman Cheng, Chen-Yu | 3 | 3 | 6 |
Director Fang, Pei-Wei | 3 | 3 | 6 |
Director Lee, Chien-Hung | 0 | 6 | 6 |
Director Hu, Yi-Kan | 3 | 3 | 6 |
Director Shie, Hung-Min | 0 | 6 | 6 |
Independent Director Chen, Yi-Fen | 0 | 12 | 12 |
Independent Director Lu, Ta-Jung | 0 | 6 | 6 |
Independent Director Chang, Ting-Jung | 0 | 12 | 12 |
Note: Chang, Ting-Jung resigned as an independent director and a member of the audit committee on November 12, 2022.
Performance Evaluation for the Board of Directors
In an effort to enhance the efficiency of board operation, Formosa Laboratories has established the Rules for Performance Evaluation of Board of Directors, where self-assessments shall be conducted on the Board of Directors, individual board members, and the functional committees on an annual basis. Specifically, the indicators for the performance evaluation of the Board of Directors encompass five areas, including “participation in the operation of the company,” “improvement of the quality of the Board of Directors’ decision-making,” “composition and structure of the Board of Directors,” “election of directors and continuing education and training for directors,” and “internal control.” The Audit Committee and the Remuneration Committee also review and make recommendations on the remuneration standards and the exact amount of remuneration to be allocated based on the evaluation results.
According to the results of self-assessments of the Board of Directors and functional committees for 2023, the Board of Directors had fulfilled its responsibilities of guiding and supervising the operations of our company, while the operation of the Board of Directors was sound on the whole. Moreover, Formosa Laboratories engages the Taiwan Investor Relations Institute, a professional and independent organization, to conduct an external evaluation of the performance of the Board of Directors at Formosa Laboratories every three years. The most recent external evaluation was conducted in 2023, where the Board of Directors have either made improvements in response to the recommendations proposed in the conclusions of the evaluation report or included the recommendations in its schedule to ensure that the Board of Directors comply with the governance requirements at Formosa Laboratories. The evaluation report, which is available on Formosa Laboratories’ official website, has been submitted to the Board of Directors in the first quarter of 2024.

Remuneration Policy for Directors and Managers
The salary and remuneration policies, systems, standards, and structures for directors and managers at or above the level of associate director at Formosa Laboratories are determined and reviewed by the Remuneration Committee. The committee includes Independent Directors who provide external perspectives and opinions, and at least two meetings are held annually to review and ensure the competitiveness and reasonableness of salary and compensation.
According to the "Remuneration Regulations for Directors, Members of Each Functional Committee, and Managers" established by Formosa Laboratories, the Company provides fixed remuneration to Independent Directors on a monthly basis, regardless of the operating profit or loss. Independent Directors do not participate in the annual profit distribution and are not provided with additional compensation such as duty allowances, severance pay, bonuses, retirement pensions, special fees, etc., in order to maintain their independence. The annual remuneration for non-Independent Directors includes director's remuneration, salary, and bonuses (the latter two only apply to those who also serve as employees). The remuneration for senior managers includes salary, bonuses, and retirement pensions, which are disclosed regularly in the Company's annual report (2022 Annual Report).
Apart from the aforementioned provisions, there are no other significant special benefits for senior executives in the Company. The retirement benefits system is also the same as that of other employees and is implemented in accordance with legal regulations.