Operation of the Board of Directors
The Board of Directors is the Company’s highest governance body and the center of major business decision-making. Its responsibilities include appointing and supervising the Company’s management, supervising business performance, ethical management, and ensuring that the Company complies with laws and regulations, the Company’s Articles of Incorporation, or the resolutions adopted by the Shareholder Meetings. To fulfill its supervisory responsibilities, the Board of Directors has established relevant organizations and channels, such as internal audits and evaluation of the performance of the business team. At present, eCloudvalley has formulated complete regulations for the operation of the Board of Directors, such as the Procedures for Election of Directors, the Rules of Procedure for Board of Directors Meetings, and the Rules Governing the Scope of Powers of Independent Directors, and arranged directors’ continuing education courses to ensure that directors have adequate knowledge and abilities, thereby leveraging corporate governance and supervisory functions effectively.
As for director candidates, eCloudvalley attaches great importance to directors’ diverse backgrounds, including gender, age, nationality, and culture, expertise, and skills. At present, eCloudvalley’s Board of Directors is composed of seven directors with extensive industry experience, covering the fields of chemical engineering, law, and management, and we have two female directors on the board.
Composition of the Board of Directors
Board Performance Evaluation
In addition, to implement corporate governance and enhance the functions of the Company’s Board of Directors, eCloudvalley establishes performance targets to enhance the efficiency of the Board’s operations. As per the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company’s Board of Directors has approved the formulation of the Rules of the Performance Evaluation of the Board of Directors to require the Board of Directors to conduct board performance evaluation every year by distributing the Board Performance Self-evaluation Questionnaire, the Board Member Performance Self-evaluation Questionnaire, and the Functional Committee Performance Self-evaluation Questionnaire.
Directors mostly agreed with the various evaluation indicators. The Board of Directors and functional committees, based on the evaluations, were operating well as a whole in line with corporate governance requirements, and effectively strengthened the functions of the Board of Directors and safeguarded shareholders’ rights.
To protect stakeholders’ rights and interests, we have striven to promote communication with stakeholders and to strengthen corporate governance, and formulated the Stakeholder Whistleblowing Response Mechanism to accept and cope with the reports/complaints related to the Company’s personnel violations of corporate governance, fraud, corruption, and other crimes, as well as relevant suggestions that help strengthen corporate governance. The Company has disclosed whistleblowing and grievance emails on the official website, designated the internal audit unit as the unit responsible for handling relevant reports and complaints, and adopted appropriate security mechanisms to ensure employees’, investors’, and other stakeholders’ privacy and the smooth communication of the whistleblowing/grievance channels. In 2020, eCloudvalley did not have any violations of regulations related to ethical management, anticorruption, and anti-competitive behavior.