The Board of Directors is the highest governing body and the key decision-making authority at Ruentex Development, responsible to the shareholders’ meeting. The company’s corporate governance practices and arrangements ensure that the Board exercises its powers in accordance with the Board meeting rules, legal requirements, the company’s Articles of Incorporation, or shareholder resolutions.
We have also established a “Board Diversity Policy”, which states that directors who also serve as company managers should not exceed one-third of the total board seats. The Board should formulate an appropriate diversity strategy based on the company’s operations, business model, and development needs, taking into account diversity indicators such as gender, age, nationality, and culture. Additionally, members must possess the knowledge, skills, and qualifications necessary to perform their duties. As of 2024, Ruentex Development has 9 directors (including 3 independent directors and 6 directors), with independent directors representing 33% of seats; of which 2 are female directors, representing 22% of the Board. Board members encompass professional backgrounds in finance, management, financial accounting, civil engineering, and law, all with over five years of work experience in commerce, finance, accounting, or company business requirements.
The nomination and election process for directors (including independent directors) follows a candidate nomination system. The Board conducts a preliminary review of the qualifications of nominated directors and independent director candidates, and the results are provided to shareholders for reference. Shareholders then elect directors from the list of candidates.
In 2024, the Board of Directors held a total of 7 meetings, with an average actual attendance rate of
2024 Board Performance Evaluation Results
To implement corporate governance and enhance Board functions, Ruentex Development has established “Board Performance Evaluation Procedures” since 2016 and began implementing Board performance evaluations from the same year, using questionnaire-based self-evaluation by all directors and meeting units. In accordance with the amendments to Article 37 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” the evaluation scope covers overall Board operations, functional committees, and individual director performance, with clearly defined evaluation aspects to enhance the completeness and effectiveness of evaluations.
Starting from 2024, Ruentex Development introduced external independent professional institutions to conduct Board performance evaluations for the first time, using third-party objective review as an important basis for the company’s continuous optimization of governance systems and Board operational quality.
| Type | Evaluation Criteria | Number of Questions | Percentage | Average score |
|---|---|---|---|---|
| External Evaluation | A. Board Composition and Professional Development | 11 | 21.2% | 4.65 |
| B. Board Decision-Making Quality | 11 | 21.2% | 4.81 | |
| C. Board Operational Effectiveness | 9 | 17.3% | 4.87 | |
| D. Internal Control and Risk Management | 12 | 23.0% | 4.78 | |
| E. Board Participation in Corporate Social Responsibility | 9 | 17.3% | 4.57 | |
| Total | 52 | 100% | 4.74 |
The Audit Committee of Ruentex Development consists of three independent directors, following the regulations for supervisors under the Company Act and the Securities Exchange Act. The Audit Committee members are expected to maintain objectivity and professionalism, overseeing internal controls, operational performance evaluations, the accuracy of financial statements, major transactions, and legal compliance. The Audit Committee meets periodically (at least once per quarter) to discuss relevant matters and holds discussions with the head of the audit department and external auditors to ensure thorough communication and understanding of financial and management issues within Ruentex Development. The committee also reviews matters that need to be submitted to the Board of Directors, ensuring sufficient communication and understanding.
The Audit Committee held 7 meetings in 2024 with an average attendance rate of
Audit Committee Performance Evaluation Self-Assessment Results
| Type | Evaluation Criteria | Number of Questions | Percentage | Average score |
|---|---|---|---|---|
| Internal Evaluation | A. Level of Participation in Company Operations | 4 | 18.3% | 100 |
| B. Understanding of Audit Committee Responsibilities | 5 | 22.7% | 100 | |
| C. Enhancing Audit Committee Decision-Making Quality | 7 | 31.8% | 100 | |
| D. Audit Committee Composition and Member Selection | 3 | 13.6% | 100 | |
| E. Internal Control | 3 | 13.6% | 100 | |
| Total | 22 | 100.0% | 100.00 |
Ruentex Development’s Remuneration Committee consists of three independent directors. Based on the resolutions of the Board of Directors, the “Compensation Committee Charter” was established. The Remuneration Committee is responsible for evaluating the company’s compensation policies and systems for directors and managers, as well as assessing the company’s operational performance. The committee takes an independent and objective approach to propose bonus allocation rates and provides recommendations on executive compensation and the company’s compensation policies, aiming to ensure a sound compensation system for the company’s directors and managers. The committee also considers the company’s overall operational performance, future industry risks and trends, individual performance achievements, and contributions to the company’s success when making compensation-related decisions.
The Remuneration Committee held 2 meetings in 2024 with an attendance rate of
Remuneration Committee Performance Evaluation Self-Assessment
| Type | Evaluation Criteria | Number of Questions | Percentage | Average score |
|---|---|---|---|---|
| Internal Evaluation | A. Level of Participation in Company Operations | 4 | 21.1% | 100 |
| B. Understanding of Remuneration Committee Responsibilities | 5 | 26.3% | 100 | |
| C. Enhancing Remuneration Committee Decision-Making Quality | 7 | 36.8% | 100 | |
| D. Remuneration Committee Composition and Member Selection | 3 | 15.8% | 100 | |
| Total | 19 | 100.0% | 100 |