Election and Composition of the Board of Directors
The Board of Directors is the Company’s highest governing body and is responsible for providing strategic direction, overseeing management, and being accountable to the Company and the shareholders’ meeting. The Company’s corporate governance framework and related operational arrangements shall ensure that the Board of Directors exercises its powers and duties in accordance with applicable laws and regulations, the Articles of Incorporation, and resolutions of the shareholders’ meeting.
I. Election of Directors
In accordance with the “Procedures for Election of Directors,” the “Corporate Governance Best Practice Principles,” and the Articles of Incorporation of Li-Sheng Energy Co., Ltd., the structure of the Board of Directors shall take into consideration the Company’s operational scale, development needs, and the shareholding structure of major shareholders, as well as practical operational requirements. The Board shall consist of no fewer than five directors. Directors shall be elected by the shareholders’ meeting under a candidate nomination system from the list of director candidates, with a term of office of three years, and may be re-elected for successive terms.
Among the aforesaid number of directors, the Company shall appoint no fewer than three independent directors, and the number of independent directors shall not be less than one-fifth of the total number of directors. The composition of the Board shall emphasize diversity. The number of directors concurrently serving as managerial officers of the Company shall not exceed one-third of the total number of Board seats. More than half of the directors shall not have spousal or kinship relationships within the second degree of consanguinity with one another.
II. Composition of the Board of Directors
Pursuant to the Articles of Incorporation, the Company’s Board of Directors currently comprises seven directors, including three independent directors. The principal academic and professional backgrounds of the directors are set forth in the table below.
III. Duties and Responsibilities of the Board of Directors
Pursuant to Article 24 of the Articles of Incorporation, the duties and responsibilities of the Board of Directors are as follows:
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Appointment and removal of managerial officers.
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Review and approval of annual budgets and financial statements.
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Proposal of earnings distribution or loss offsetting.
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Approval of investments, loans to other companies or individuals, and the provision of asset pledges or mortgages.
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Review and approval of external borrowings and related credit facilities exceeding the aggregate limit as prescribed by the Board of Directors.
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Other powers and duties conferred by applicable laws and regulations or resolutions of the shareholders’ meeting.