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Board Of Directors

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(1)Executive Chairman
Authorized representative of Chun An Investment Co., Ltd.
Fong-Long Chen
Master of Science, Sloan School of Management, MIT, USA

(2)Director
Authorized representative of Chun An Investment Co., Ltd.
Andre J.L. Koo
MBA, Leonard N. Stern School of Business, NYU, USA

(3)Director
Chee Wee Goh
Bachelor of Science(First-class Honours),University of Singapore (now National University of Singapore), Singapore
Master of Science in Engineering, University of Wisconsin, USA
Diploma in Business Administration, University of Singapore (now National University of Singapore), Singapore

(4)Director
Authorized representative of Chun An Technology Co., Ltd.
King Wai Alfred Wong
MBA, Leonard N. Stern School of Business, NYU, USA

(5)Director
Authorized representative of Chun An Technology Co., Ltd.
Ms. Hsiu Tze Cheng
EMBA, National Taiwan University

(6)Director
Authorized representative of Li Cheng Investment Co., Ltd.
Chih Yang Chen
Master Degree in International Affairs, NCCU

(7)Independent Director
Steven Jeremy Goodman
MBA from Nanyang Technological University, Singapore
Law Degree LLB from Manchester University, England
Passed the Solicitors Finals Examinations from the College of Law, Law Society of England and Wales (with Honours)
Passed the Overseas Lawyers Qualification Examination, Hong Kong Law Society

(8)Independent Director
Ching Shui Tsou
Master in Economics, Soochow University, Taiwan

(9)Independent Director
Casey K. Tung
Master of Science in Business Administration, California State University, Long Beach, U.S.A.
Bachelor of Commerce, Soochow University, Taiwan

Board Diversity
According to the "Procedures for Election of Directors and Supervisors" promulgated by Taiwan Stock Exchange Corporation on January 28, 2015, the shareholders meeting of the Company established "the Rules Governing the Election of Directors" on May 27, 2016. In accordance with Article 3 of the aforementioned rules, the composition of the board of directors should take into account its diversity, and there should be a diversified guideline as to its operation and development, including, but not limited to:
(1) gender, age, nationality, and culture background; and(2) expertise (such as law, accounting, business, finance, marketing and technology), skills, and experience. Such provision is also specified in Article 20, Corporate Governance Best-Practice Principles. The aforementioned two Rules and Principles have been published on the webpage of the Company. (http://www.chaileaseholding.com.tw/ ugC_Chapter.asp)

In order to implement the diversity policy of the Board members, the percentage of inside directors to all of the Board members is 33%; the outside directors is 33%, and the independent director is 33% as well. The percentage of female board members is 11%. From the aspect of the age of Board members, two of the Board members are 70 years of age and above; four of them are between 60 and 70 years of age, and three of them are below 60 years of age. The diversity of nationalities and professional ¬elds of the Board of Directors receives a vast amount of the attention of the Company. The Company plans to add one new member with different nationalities; and one new member with different professional qualification, such as accounting, economic, or financial expertise, to the fourth Board of Directors. The backgrounds of the Board members manifest their diversity on various areas of expertise:
(1) expertise in business and management: Fong-Long Chen, Andre J.L. Koo, Chee Wee Goh, King Wai Alfred Wong, Hsiu Tze Cheng, Ching Shui Tsou and Casey K. Tung; (2) expertise in finance: Ching Shui Tsou and Casey K. Tung;
(3) expertise in global communication & international relations: Chih Yang Chen and Dar Yeh Hwang
(4) expertise in science and technology: Fong-Long Chen and Chee Wee Goh
(5) expertise in litigation and tax law, and law: Steven Jeremy Goodman and Chin Fock Hong.

With regard to female representation in the Board, the special shareholders meeting in August, 2017 approved two additional directors to the Board, one of whom is a female. Until now, the Company still maintains the policy to have one female director. The diversity of nationalities and profession fields of the Board of Directors receives a vast amount of attention of the Company. The company plans to add one new member with different nationality; and one new member with different professional qualification, such as accounting, economic, or financial expertise, to the Fourth Board of Directors.
Board Independence Statement and Professional Background


1. Board Performance Evaluation Report of 2020

1. Evaluation Period: From 2019/11/01 to 2020/10/31.

2. Period for Conducting the Evaluation: From 2020/11/01 to 2020/11/18.

3. Criteria for Evaluation
(1) Criteria for evaluating the performance of the Board of Directors as whole
i. Participation in the operation of the company;
ii. Improvement of the quality of the board of directors' decision making;
iii. Composition and structure of the board of directors;
iv. Election and continuing education of the directors; and
v. Internal control.
(2) Criteria for evaluating the performance of individual director
i. Familiarity with the goals and missions of the company;
ii. Awareness of the duties of a director;
iii. Participation in the operation of the company;
iv. Management of internal relationship and communication;
v. The director's expertise and continuing education; and
vi. Internal control.
(3) Criteria for evaluating the performance of Compensation Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Compensation Committee;
iii. Improvement of the quality of the Compensation Committee’s decision making; and
iv. Composition and selection and member election of Compensation Committee.
(4) Criteria for evaluating the performance of Corporate Governance and Sustainable Development Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Corporate Governance and Sustainable Development Committee;
iii. Improvement of the quality of the Corporate Governance and Sustainable Development Committee’s decision making; and
iv. Composition and selection and member election of Corporate Governance and Sustainable Development Committee.
(5) Criteria for evaluating the performance of Audit Committee
i. Participation in the operation of the company;
ii. The awareness of the duties of a member of Audit Committee;
iii. Improvement of the quality of the Audit Committee;
iv. Composition and selection and member election of Audit Committee; and
v. Internal control.

4. Internal Board Performance Evaluation Execution Team
The following members of Corporate Governance and Sustainable Development Committee were appointed on July 29, 2020, by the Chairman of the Board of Directors to perform the Board Performance Evaluation of 2020:
(1) Kevin Liao;
(2) Charles Yang; and
(3) Matt Chan.

5. Evaluation Results of the Board of Directors
Criteria Score(5 point scale) Result
1.Participation in the operation of the company 5 Effective
2.Improvement of the quality of the board of directors' decision making 5 Effective
3.Composition and structure of the board of directors 5 Effective
4.Election and continuing education of the directors 5 Effective
5.Internal control 5 Effective

6. Individual Director Performance Evaluation
The evaluation found that each director perform effectively in every aspect of the criteria for evaluating the performance of individual director.
Criteria Score(5 point scale) Result
1.The familiarity with the goals and missions of the company 5 Effective
2.The awareness of the duties of a director 5 Effective
3.The participation in the operation of the company 5 Effective
4.Management of internal relationship and communication 5 Effective
5.The director's expertise and continuing education 5 Effective
6.Internal Control 5 Effective

7. Evaluation Results of Compensation Committee
Criteria Score(5 point scale) Result
1.Participation in the operation of the company 5 Effective
2.The awareness of the duties of a member of Compensation Committee 5 Effective
3.Improvement of the quality of the Compensation Committee’s decision making 5 Effective
4.Composition and selection and member election of Compensation Committee 5 Effective

8. Evaluation Results of Corporate Governance and Sustainable Development Committee
Criteria Score(5 point scale) Result
1.Participation in the operation of the company 5 Effective
2.The awareness of the duties of a member of Corporate Governance and Sustainable Development Committee 5 Effective
3.Improvement of the quality of the Corporate Governance and Sustainable Development Committee’s decision making 5 Effective
4.Composition and selection and member election of Corporate Governance and Sustainable Development Committee 5 Effective

9. Evaluation Results of Audit Committee
Criteria Score(5 point scale) Result
1.Participation in the operation of the company 5 Effective
2.The awareness of the duties of a member of Audit Committee 5 Effective
3.Improvement of the quality of the Audit Committee’s decision making 5 Effective
4.Composition and selection and member election of Audit Committee 5 Effective
5.Internal control 5 Effective

2. Chailease Holding 2021 External Evaluation Report of the Performance of the Board of Directors

In accordance with “Regulations Governing Evaluation of the Performance of the Board of Directors” approved by the Board of Directors on August 12, 2020, the Company's external board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years. In January 2021, the Company appointed Taiwan Corporate Governance Association to carry out the 2021 external board effectiveness evaluation. The evaluation period is from November 1, 2019 to October 31, 2020. This association and the executives are independent and have no business relationship with the Company. The association conducts overall observation and evaluation on the following eight aspects: the composition of the board of directors, guidance, authorization, supervision, communication, internal control and risk management, self-discipline of the board of directors, and other items such as the procedure of board meetings and the support systems. Taiwan Corporate Governance Association has issued the evaluation report on January 25, 2021. The Company intends to submit the general comments and suggestions issued by the associations and the expected measures to the Corporate Governance and Sustainable Development Committee and the Board of Directors on March 10, 2021.


1. Evaluation Period

November 1, 2019 to October 31, 2020


2. Evaluation Process

Date Stages
2020.11.1 The Company completed the registration process
2020.11.19 The Company began to conduct online evaluation and self-evaluation
2020.11.30 The Company completed online evaluation and self-evaluation
2020.12.24 Association evaluation committee and commissioner jointly reviewed application materials
2021.01.13 Association evaluation committee and commissioner visited the Company on site
2021.01.25 Association issued evaluation report

3. Association Evaluation Committee

Executive Committee and Convener Mr. Lin Huo-Deng
Executive Committee MS. He Pei- Chu
Assessor Ms. Chen Yi-Ting
Assessor Ms. Chen Yi-Chung

4. Respondents

Executive Chairman Mr. Fong-Long Chen
Independent Director /
The Convener of the Audit Committee
Mr. Casey K. Tung
Independent Director /
The Convener of the Compensation Committee
Mr. Steven Jeremy Goodman
Director Ms. Hsiu Tze Cheng
Chief Strategy Officer Mr. Kevin Liao
Audit Supervisor Mr. Charles Yang
Corporate Governance Officer Mr. Matt Chan

5. General Comments and Suggestions

General Comments
1. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, your Company has diversified the composition of the board, including diversifying the gender, career background, and the ethnicity and nationality of the directors.
2. Your Company invited a third-party professional organization to assist in the performance evaluation of the board of directors for the second time. Your Company has responded positively to the previous suggestions for improvement and disclosed the improvement measures in the annual report, showing that your Company's board of directors is proactive in implementing the corporate governance system and improving the effectiveness of the board of directors.
3. The independent directors of your Company are all actively served their profession in the board of directors. Except for statutory meetings, all three of the independent directors interacted closely with the Company's management by telephone, E-mail, etc. despite the restrictions on travel.
4. The formation of your Company's strategy is through the idea of the annual strategy meeting, discussion by the management committee, and finally the board of directors for decision-making. The decision-making process helps to give full play to the board's function of formulating strategies.
5. In 2018, your Company made organizational adjustments and upgraded the "Corporate Governance and Sustainability Committee" to a functional committee of the board of directors. In 2020, the "Risk Management Committee" was also established under the chairman of the board of directors to strengthen the participation of the board of directors.
Suggestions Expected Measures
1. Your Company has prepared the CSR/Sustainability reports following Global Reporting Initiative (GRI) standards since 2012 and has disclosed the reports on the website of the Company. The Company has also set up a Corporate Social Responsibility hotline/ mailbox, in order to collected shareholders' opinions. However, since your Company is a holding company, it is recommended to include the implementation status of the subsidiary in the CSR report to fully disclose information for shareholders to understand the implementation of the environment, society and governance of the subsidiary. The disclosure scope of the CSR report prepared by the Company includes Chailease Holdings and its subsidiaries. The Company will continue to include and fully disclose relevant information regarding the holdings and subsidiaries in accordance with the recommendations.
2. Your Company appointed two new independent directors in 2020. In order to familiarize the newly appointed independent directors with the Company's business and directors' responsibilities, the Corporate Governance Officer, audit department, and human resources department jointly introduced relevant information to the newly appointed directors. However, the orientation training for new directors has not been regulated and specified by internal policies or working procedures. It is recommended that internal regulations be formulated for the training process, so the Company may conduct orientation for new directors accordingly in the future. The Company will establish internal regulations for the orientation and training process, so the Company may conduct orientation for new directors accordingly in the future.
3. The Compensation Committee of your Company decides the salary and compensation of the management based on the sales target and sales growth rate to strengthen the link between the performance appraisal and salary of the management. It is recommended that your Company may keep relevant records of the Salary and Compensation Committee, and can also consider formulating related performance evaluation methods, and incorporate strategic and long-term performance indicators (such as ESG and corporate governance) into the performance evaluation. 1. The " Employee Performance Measurement and Performance Appraisal Policy " of the Company is also applicable to senior executives; in order to fulfill social responsibility and promote sustainable environment, in recent years, ESG, corporate governance and other strategic and long-term performance indicators have also been included in the Policy.
2. Relevant performance appraisal and the reasonableness of remuneration are reviewed by the Salary and Compensation Committee and the Board of Directors, and the remuneration system is reviewed in a timely manner based on the actual operating conditions and relevant laws and regulations, in order to strike a balance between the Company's sustainable operation and risk control.