Board of Directors

PTC attaches great importance to the diversity of board members. In order to reinforce corporate governance and promote sound development of board composition and structure, the capabilities that the board of directors should possess as specified in Article 20 of the Company's "Corporate Governance Code" are as follows:  1. Business judgment ability, 2. Accounting and financial analysis ability, 3. Management ability, 4. Crisis handling ability, 5. Industry knowledge, 6. Global market perspectives, 7. Leadership, and 8. Decision-making ability.

Directors’ Biographies

Performance Evaluation of Board of Directors

PTC has established directors’ performance evaluation system. The board of directors approved the " Performance Evaluation System for Directors and Functional Committees" in FY2021 to encourage the Board and functional committee members’ self-invigoration, thereby enhancing the operational effectiveness of the Board and functional committees. Internal performance evaluation is conducted in the first quarter of next year, and the evaluation results were submitted to the Board in the first quarter of next year.
The internal evaluation results of FY2023 for Board of Directors, Audit Committee and Compensation Committee were "Excellent" and have been reported to the Board of Directors on February 29, 2024. They are operating well in improving the quality of the Board's decision-making and the directors' participation in the company's operations.

Implementation of Board and Functional Committee Evaluation

Board Diversity

To strengthen the operation of the Board of Directors and functions “Board Diversity”, the company has a diversified and professional Board of Directors composed of experts and scholars with industry, accounting, business and investment. The Board members have industry experience, covering operation judgment, corporate governance and management Professional areas such as risk management and sustainability management.

The company focuses on the industrial experience and professional abilities of board members. The specific management goal of the board member diversity policy is to have at least 3 directors with financial accounting and taxation expertise, and at least 2 female directors. Currently, among the 8 directors of the company, 4 are directors with financial accounting and tax qualifications, and 3 are female directors, all of which account for 100% of the seats.

Board of Directors 8 seats, including 1 natural person Director, 3 Corporate Directors and 4 Independent Directors, Diversified composition, with different core competencies, Independent Directors with different professional background, effectively undertaking their duties, including establishing a good board governance system and guiding the company management The hierarchy is committed to maximizing Stakeholder equity by strengthening management functions and overseeing the overall operating conditions of the company.

Board members are diversified according to their academic experience, professional field and related background:

Disclosure of Professional Qualifications and Experience of Directors:

The company currently has 8 directors, 3 of whom are female directors, accounting for 37.5% of all directors; 1 director who is an employee (12.5%); 4 independent directors (50%). 2 independent directors’ term were within 19 years, 1 was within 16 years, and 1 was within 1 year. 6 directors were aged 61-70, 1 was 51-60, and 1 was 31-40. All directors are local nationality.

Succession planning for board members and important management

1. Succession planning of board members

The Board will adopt a candidate nomination process for the election of directors, with which the duration of term for all Directors is three years. The election of directors shall be handled in accordance with the Company's "Director Election Measures", unless otherwise provided by laws or regulations.
The selection of directors of the company should consider the overall configuration of the board of directors, and the composition of directors should consider diversification, and develop appropriate diversification policies based on their own operations, operating types and development needs. As for independent directors, they must have work experience required for business, legal affairs, finance, accounting, or company business. The company will appoint independent directors in accordance with law to strengthen corporate governance.

      2.Succession planning for important management

The managers of the company are important management members who have the necessary professional skills and experience and are responsible for organizational management, operation management and other related businesses.
In order to cultivate successor candidates for managers, in addition to improve the professional and management capabilities of potential successors through training mechanisms, we also assign project tasks, job representation, and arrange to participate in important internal operation and management meetings for practical training, and conduct regular performance appraisals and annual interview mechanism.
 

Assessing the independence and competency of CPA

PTC's board of directors has evaluated the independence and competency of the certified accountants with reference to the Audit Quality Indicators (AQIs) on May 4, 2023. It is expected to conduct regular evaluations once a year. The evaluation procedures and specific evaluation standards are as follows:
 

1. Professionalism

• Audit experience and seniority of CPAs, case quality control review (EQCR) accountants and auditors, and the proportion of personnel at the audit department
• Training hours for CPAs and management level or above
• Turnover rate and professional support.

2. Quality control

• CPA load: the number of public companies for CPA serve as chief signers, and the proportion of CPAs’ available working hours.
• Proportion of auditing hours at each stage and level
• Case quality control review situation: EQCR accountant’s proportion of review hours

3. Independence

• Fee proportion for non-audit services for audit cases
• The cumulative number of years the audit cases have been issued by the firm’s annual financial report
• Declaration of independence from CPAs and auditors

4. Supervision

• External inspection deficiencies and penalties: number of quality control deficiencies, average number of deficiencies in audit cases and punishment cases
• Proportion of improvement letters issued by competent authorities

5. Innovation ability

• Promote audit digitization
• Upgrade information security
• Talent management and development
• Risk management and control
   

Major Resolutions

1. Implementation of important resolutions of Shareholders' Meeting in 2022