Board of Directors

Board of Director

Board Independence and Diversity

In 2025, we have a total of 14 directors, three of whom are independent directors, accounting for 21.4% of the Board. Two of the directors, President Su, Chwen-Shing and Executive Vice President Kazuo Naganuma, are also employees of the Company. Each director candidate has been reviewed for their qualifications, and it has been verified that none of the circumstances listed in Article 30 of the Company Act apply to the director candidates. The confirmation process and relevant announcements are made in compliance with applicable laws. Director profiles including relationships between members of the Board can be found in the 2024 Annual Report (fewer than half of the directors have a marital relationship with one another or are relatives within the second degree of consanguinity).

At Hotai, gender equality at the Board level has always been something that we have strived for. As such, we reevaluate the number of Board seats allocated to female directors before every election and take them into consideration in the nomination process. The Board was re-elected in 2019, adding one female director, bringing the total number of female directors to two, with the proportion increasing from 7.1% to 14.3%. Currently, the Company does not meet the one-third female director requirement, mainly due to the nature of the industry. However, the Company believes that the inclusion of female directors can bring more innovation and development, as well as positively influence ESG performance. The Company will continue to reference talent databases for independent directors provided by relevant authorities and enhance the diversification of talent development and succession plans for corporate entity representatives. This remains a key focus of ongoing communication with corporate entities. Through these efforts, the Company aims to gradually achieve the goal of having no less than one-third representation from any gender.

In terms of age demographics, five directors are between the ages of 51 and 65, while nine are 66 or older. The Company's directors possess expertise in various fields, including management, business administration, and finance. Notably, the two female directors have significant experience in finance and accounting. In selecting directors, the Company prioritizes not only their professional skills and practical experience but also their personal reputation for ethical conduct and leadership. When selecting our directors, we consider the professional skills and experience of the directors by considering whether they possess complementary skills that are transferable across industries (including basic attributes such as age, gender, and nationality), and also whether they have industry experience and other expertise (e.g., financial insurance and information technology).