Governance

Board

Board Structure and System

The board of directors is the highest governing body of SKS. The current Board of Directors consists of nine members, including four independent directors and five non-independent directors. The election of the Board members is based on a candidate nomination system. The board members are elected by shareholders at a shareholders’ meeting. Unless otherwise provided for in the Company Act, the Board of Directors shall elect a chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. Board members are experts with extensive industry experience, the tenure of the office is three years, and can be re-elected. The independent directors are elected based on a candidate nomination system and are selected and elected from a list of independent director candidates at a shareholder meeting. The specialized qualifications, shareholdings, restrictions on concurrent employment, nomination, and election of independent directors, as well as other matters to be complied with, are in accordance with the regulations of the competent securities authorities. Independent directors and non-independent directors are elected together and the number of elected directors is calculated separately. The Board of Directors is responsible for listening to regular reports from the management team, understanding the Company's operational plans, and regularly reviewing the progress of the management team's strategies and financial reports.

On the other hand, the company equips senior executives with the necessary skills to join the Board of Directors, to familiarize them with the operation of the Board of Directors and the duties of the Group's units, and to deepen their industrial experience through job rotation and training in legal entities across different industries. To form a more diverse board and in consideration of the international trend of female director appointments, the company aims to increase the number of female directors. As a result, the Board supported the decision to increase the ratio of female to male senior executives. If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in the discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.