The shareholder's meeting is the highest body of authority at Chroma, and the Board of Directors, led by the Chairman, assumes responsibility for implementation and supervision of the various operations of the Company. In an effort to improve overall operational efficacy and decision-making power of the Chroma Group, the Chairman also serves as the CEO of Chroma. All senior officers are hired locally to enhance Board independency.

In 2022, in an effort to fulfill our corporate social responsibilities and stay true to our philosophy for sustainable operations, the Board of Directors approved the establishment of the Chroma Foundation, the Chroma ESG Office, and the Chroma ESG Working Groups. The aim being to practice sustainable development in terms of the following seven aspects: corporate governance, products and innovation, a happy workplace, social engagement, a sustainable environment, suppliers and partners, and climate change. Additionally, the United Nations Sustainable Development Goals (SDGs) were adopted as the direction for implementing sustainable strategies. The performance results of ESG KPIs were reported to the Board in the Q4 board meeting.

The shareholder's meeting is the highest body of authority at Chroma, and the Board of Directors, led by the Chairman, assumes responsibility for implementation and supervision of the various operations of the Company. In an effort to improve overall operational efficacy and decision-making effectiveness of the Chroma Group, the Chairman also serves as the CEO of the Chroma Group. To strengthen the independence of the board, the Company’s Board of Directors comprises nine members, four of whom are independent directors. Each director serves a three-year term and is eligible for reelection. The election of directors operates under a candidate nomination system, whereby shareholders appoint directors from a slate of nominated candidates. The acceptance procedure for nominations complies with the Company Act and the Securities and Exchange Act. The Chairman maintains regular and thorough communication with all directors regarding the Company's operations and performance and to reinforce corporate governance.

In 2023, the Board of Directors held 5 meetings and was responsible for the review and supervision of decisions relating to material topics such as the economic, social, environmental, and other matters that created maximum value for shareholders. Directors with a conflict of interest or representing a legal entity with an interest in a meeting matter must explain the significant aspects of their interest at the board meeting. If there is a potential risk of harm to the Company's interests, they must not participate in the discussion or voting, and must recuse themselves during these processes. In such cases voting by proxy on behalf of other directors is also not allowed. To enhance our focus on climate change issues, the Company has appointed a director to oversee climate change issues. The director was assigned by the Board to supervise the company's climate change strategy and goals, manages climate change risks and opportunities, and oversees the implementation of sustainability objectives.
The ESG Office sends a status report to the Board of Directors twice a year that includes information about the achievement of sustainability efforts.
Information of Board of Directors ↗︎

When setting the composition of the board of directors, Chroma considers multiple aspects of diversity among board members, including but not limited to gender, age, cultural and educational backgrounds, ethnicity, professional experience, skills, knowledge, and length of service.

In 2023, the Board of Directors comprised nine members, all of whom were Taiwanese nationals. This included four independent directors, accounting for 44% of the board. The independent directors served terms of no more than three sessions, each with distinct professional backgrounds, ensuring complete independence. The board included one female independent director in this term. The board members age ranged from 40 to 80 years to reflect diverse expertise and experience. Each had extensive practical experience in corporate management, with capabilities in business judgment, crisis management, industry knowledge, international market insight, leadership, and decision-making.

We have written statements of independency from the independent directors in accordance with the regulations governing public companies to ensure qualification, their own independency and the independency of their lineal relatives from the Company, as well as compliance with the Securities and Exchange Act.

• Directors:
  In accordance with Article 34 of the Articles of Incorporation, not more than 1.5% of the pretax profit, before deduction of employee and director remuneration, should be appropriated for remuneration of the directors. In our director remuneration policy, in addition to Company overall operational performance and future operational risks and development trends of the industry, we also consider each individuals director's contribution to Company operational performance to decide reasonable remuneration. Remuneration for directors is reviewed and approved by the Remuneration Committee and the Board. The remuneration policy reviews are based on the actual status of operations to ensure optimal balance between sustainable management and risk control.
• Senior executives:
  Chroma has established the “Remuneration Management Procedure for Senior Managers”, which states that the Company shall refer to the salary standard of competitors in the industry during the appointment of officers to determine remuneration in the form of a fixed monthly salary. Any change in remuneration for senior executives shall be handled as an employee salary, which will depend on the Company operational performance for the year as well as personal performance. A salary adjustment proposal shall be submitted to the Remuneration Committee for review and be approved by the Board of Directors.

Absolute legal compliance in operations is crucial to the practice of corporate social responsibility and one of the keys to sustainable operations. We distribute products and render services worldwide. To ensure compliance with the relevant laws and regulations around the world, we have established the Legal Affairs Division to keep close track of law making and developments that may affect our operations. We have also established a mechanism to assess the fairness of legislation, policies, and regulations to ensure all units remain in full legal compliance. We identify, manage, and monitor laws and regulations in relation to operations, environmental protection, occupational safety and health, labor, and products. We uphold the principle of disclosure in the CSR reports of material legal incidents resulting in monetary and non-monetary sanctions or which affect corporate operations, maintaining properly balanced reporting and information transparency.