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Board of
Directors

TA YA’s Board of Directors is the highest governance body of the Taya group and is responsible for the nomination and appointment of senior executives, as well as overseeing the Company’s overall sustainability initiatives and sustainability-related disclosures. The current Board consists of nine directors, including four independent directors, representing 44% of the Board.

TA YA also places importance on gender diversity in Board composition. Of the nine current directors, two are women, representing 22% of the Board, with a target of increasing female representation to more than 30%.

 

Board Nomination
and Election

TA YA adopts a candidate nomination system for the election of directors. Under the nomination and selection process, the Board of Directors and shareholders holding 1% or more of the Company’s total issued shares may submit, in writing and within the announced nomination period, a list of candidates for directors and independent directors. The Board then reviews the nominees to confirm that they meet the applicable qualification requirements. This mechanism directly incorporates the views and participation of stakeholders, including shareholders.

With respect to the criteria considered in the nomination and selection process, the Company’s Articles of Incorporation set out specific independence requirements for independent director candidates, including that candidates must not be employees of the Company, shareholders with certain specified relationships to the Company, or persons with certain familial relationships. In terms of competencies relevant to the Company’s impacts and business activities, candidates are required to have at least five years of professional experience relevant to the Company’s business needs. Although TA YA’s director nomination and selection procedures do not explicitly prescribe diversity requirements, the Company has separately established a Board Diversity Policy requiring consideration of diversity in the composition of the Board.