Succession planning for board members and key management

Succession planning and operation of board members

1. Avertronics's board members selection is based on the candidate nomination system in accordance with the "Articles of Association" and is handled in accordance with the "Corporate Governance Code of Practice" and the "Director Selection Procedure". There are currently 7 board members (including 3 independent directors), each with business, legal, and financial accounting skills, or management expertise necessary for company operations.

2. Every year, the Board of Directors participates in internal and external training courses on focus items of the year. The "Board of Directors Performance Evaluation procedures" is also clearly formulated. Through performance evaluation items, it includes the control of company goals and tasks, awareness of responsibilities, participation in operations, internal relationship management and communication, professional functions and further training, internal control and specific opinion expressions, etc. , to ensure the effective operation of the board of directors and serve as a reference for future selection of directors.

3. Regarding the succession planning of the board members, currently more than one-third of the board members are selected from internal management who have the management and professional abilities required to serve as directors. In the future, we will continue to provide different opportunities according to the plan to those who meet the requirements. personnel understand and participate in the operation of the board of directors or functional committees, and then iteratively cultivate future board members

4. Simultaneously, in order to strengthen the structure of the board of members and set up a sufficient number of independent director seats according to regulations, the independent directors are required by law to have work experience required in business, legal affairs, finance, accounting or company business, consider diversification, and be responsible for the company's own operations and operations. The operation model and development needs require external professional talents. There is no shortage of domestic supply of these professionals. Therefore, the company's succession plan for independent directors may come from the industry.

Succession planning and operation of key management levels

1. Avertronics assigns Human Development Department to establish the inheritance talent development mechanism and the "Successor Management Measures" operating process. Based on the company's development goals and reviewing the current situation of the organization's talent needs, it conducts an inventory, proposes discussions in the Talent Development Committee, and decides on successor goals. Positions are also defined and revised to the functions required for key positions. The superiors will submit candidates for succession. Based on the strengths and abilities to be developed of the candidates, individual learning plans will be formulated and training resources will be focused on training and development, including management courses and professional abilities. Strengthening and job rotation, etc., and the evaluation team will conduct a functional evaluation of the successor every year, and reward and adjust the Individual Development Program (IDP) based on the evaluation results. Through functional evaluation, the company and departments will be combined Mission objectives, strengthen the advantages and abilities of the current position, and improve the readiness for the position

2. To organize the strategic consensus and training event for managers (including general managers), and conduct theme courses and discussions on future strategic planning. Course themes include focusing on the supervisor's vision and organizational vision, and strengthening the company's core values of "Passion, Integrity, Innovation, Discipline, and Execution" Behavioral model, cultivate positive response thinking, form an independent and responsible high-performance team, establish a code of conduct, and organize meetings or courses on a quarterly theme to accept and continue the training results.

3. Every year, through seminars or experience sharing organized by external industry-government-academic associations and external training institutions, we learn industrial knowledge, new technological knowledge and model sharing by benchmark companies, and understand the latest management thinking and the pulse of the times. On the other hand, through Switch from external training to internal training to establish a knowledge base of the company's organizational culture, business management and professional skills to provide the company's internal competitiveness.

4. 2023 internal and external training courses for key management