Board of Directors - GTM 勤益投資控股

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Board of Directors

Board Members

Position	Name	Education	Experience	Other Position Concurrently Held at Aurora and Other Companies
Chairman	Gu Likai	Department of Economics, University of California, Irvine, USA	Chairman and founder of SoundOn Inc. President of Uber North Asia Region Co-founder of Bid & Buy Analyst of McKinsey & Company	President of GTM Holdings Corporation Chairman & President of GTM Development Co., Ltd.; Legal Director of Darjun Venture Corporation, Darhe II Venture Corporation, Darchan Venture Corporation, Suntek Motor (Taiwan) Co., Ltd., Suntek Rental (Taiwan) Co., Ltd., Suntek Jia-Nan Motors Co., Ltd., Suntek Finance (Taiwan) Co., Ltd., Sunrek Motors Co., Ltd., and K.J Power Co., Ltd. Legal Supervisor of Sunpek Motors (Taiwan) Co., Ltd. Supervisor of Kdan Mobile Software Ltd.
Director	Tsao Hsieh Ching	M.B.A., Wharton School of Business, University of Pennsylvania, USA Master of Business Administration, Graduate Institute of Business Administration, National Chengchi University	Vice President of Administration Department of Business Weekly Group Director of Human Resources, Head of Market Research and CRM, President's Staff of Taiwan Mobile TSMC's Human Resources Planning Manager and Supervisor of Fab 8	Responsible person of Advanced Professionals International Inc. Independent Director of Axcen Photonics Corporation
Director	Horng Yuh Sheng	Ph.D. in Financial Economics, New Orleans University, USA	Director, Center for Service Learning Development, Providence University Office Director, School of Industry, Providence University Dean, Department of Finance, Providence University Associate Professor, Department of Land Management and Research Institute, Feng Chia University	Associate Professor, Department of Finance, Providence University
Independent Director	Chen Yu Chuan	Department of Law, Law and Business College, National Chung Hsing University	Director of Business Administration of Far Eastern International Bank Co., Ltd. Independent Director of Heping Power Plant Partner Attorney of Root Law Office Partner Attorney of Formosa Transnational Attorneys at Law	Chief Attorneys-at-law of Dexin Law Firm Arbitrator of Chinese Arbitration Association, Taiwan Arbitration Association and Chinese Construction Industry Arbitration Association; Patent Agent; . Patent Agent Supervisor of Da Chiang International Co., Ltd. Independent Director of Heping Power Plant
Independent Director	Feng Chang Kuo	EMBA, National Taiwan University LLM, Northwestern University, USA LLM, Graduate School of Law, National Taiwan University	Attorney of Jones Day Attorney of Lexcel Partners Lecturer of Soochow University	Chief Attorneys-at-law of Zhong Yin Law Firm Chairman of Zhongyin Consulting Co., Ltd., HaHow Co., Ltd Director of RexTek Integration Inc.; Legal Director of Miho International Cosmetic Co., Ltd. Independent Director of Welltend Technology Co.
Independent Director	Chiang Chung Ju	Finance/Marketing, Boston University, U.S.A.	Vice President of Hsun Chieh Investment Corporation Chairman of Kunyuan Venture Capital Director of Harvatek Corp. Director of TrendForce Corp. Director of Aethertek technology Co Ltd. Director of Crystalwise Technology Inc. Legal Director of EZTABLE Asia Pacific Inc. Legal Supervisor of FashionGuide Co., Ltd.	Vice President of TrendForce Corp. Legal Supervisor of EZTABLE Asia Pacific Inc. Legal Supervisor of Neweb Technologies Co., Ltd. Legal Director of FashionGuide Co., Ltd.
Independent Director	Lin Kuei Kuang	Master of Computer Science and Information Engineering, National Taiwan University	Vice President of Product of Ubitus K. K. Taiwan Branch Manger of technology management of HTC Corporation Senior Engineer of IBM China Software Development Lab.	President of Darwin Venture Management Director of Darhe Venture Corporation, Darchen Venture Corporation and Darwin Angel Investment Corporation Legal Director of Kdan Software Ltd., Eastern Union Interactive Corp., Traveler Co., Ltd. And inline group Limited Supervisor of Xiang Wan Co., Ltd. Independent Director of Mikobeauté International Co., Ltd.

Diversity and Independence of the Board

In accordance with the Company’s “Corporate Governance Best Practice Principles”, the composition of the board of directors shall be determined by taking diversity into consideration. The directors concurrently serving as company officers shall not exceed one-third of the total number of the board members, and an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development shall be formulated and include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. Ability to make operational judgments.
2. Ability to perform accounting and financial analysis.
3. Ability to conduct management administration.
4. Ability to conduct crisis management.
5. Knowledge of the industry.
6. An international market perspective.
7. Ability to lead.
8. Ability to make policy decisions.

Board member diversity goals are as follows:

Should have the knowledge, skills, and experience necessary to perform their duties, with at least one person in each professional field such as commerce, law, finance, technology and real estate.
The number of independent directors shall be no less than three in number and no less than one-fifth of the total number of directors.
That directors concurrently serving as company officers shall not exceed one-fifth of the total number of the board members (inclusive).
At least one female director.

Achievements of the diversity of board members:

The composition of the Company’s Board of Directors is based not only on professional competence but also on the individual’s reputation for ethical behavior and leadership. Board members should have diverse backgrounds in commerce, legal, finance, accounting or related fields of corporate business. The members of the current Board of Directors have the necessary professional knowledge and skills for the Company’s business. In addition to their expertise in corporate operation and management, there are 6 directors with financial background and experience (accounting for 85.71%), and 2 directors have legal background (accounting for 28.57%), 1 director has technology background (accounting for 14.29%), 2 directors have both technology and financial background (accounting for 28.57%), and 2 directors have both real estate and financial background (accounting for 28.57%).
There are 7 members of the Board of Directors of the Company (including 4 independent directors, accounting for 57.14%). Among the independent directors, Mr. Chen Yu Chuan’s term of office is 6 years, Mr. Feng Chang Kuo’s term of office is 5 years, and Mr. Chiang Chung Ju’s term of office is 3 years. Ms. Lin Kuei Kuang joined the board as an independent director on Jun. 2023.
All members of the Board of Directors are of Taiwanese nationality; there are 4 directors in the age range of 41-50 years old, 2 directors in the age of 61-70, and 1 director in the age range of 71-75 years old.

Implementation of diversity among the Board of Directors

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Implementation of diversity among the Board of Directors

Operation of the Board

Significant Resolutions of the Board

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Major Resolutions of the Board of Directors in 2023

Major Resolutions of the Board of Directors in 2022

Board Performance Evaluation

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Results of the 2022 Board Performance Evaluation

External evaluation of the 2022 Board’s performance

Results of the 2021 Board Performance Evaluation

Communication of Independent Directors

Communication Between Independent Directors and Head of Internal Audit

In addition to regularly sending audit reports to the Independent Directors, the Company’s head of the internal audit will also attend the Audit Committee report every quarter. If any Independent Director has questions, the head of internal audit will respond, interacting well with each other.
The head of internal audit also liaises directly with the Independent Directors whenever necessary, ensuring a smooth communication channel between them.

Summary of past communications between the Independent Directors and the head of internal audit

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Communication between Independent Directors and the Company's internal audit manager in 2023

Communication between Independent Directors and the Company's internal audit manager in 2022

Summary of past communications between Independent Directors and certified public accountants

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Communication between Independent Directors and CPAs in 2023

Communication between Independent Directors and CPAs in 2022