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Corporate Structure and Board Composition
STARLUX Airlines follows the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies and has adopted a Board Diversity Policy to enhance governance effectiveness and board functionality. Through diverse recruitment efforts, the company attracts directors with varied professional backgrounds, expertise, and industry experience, strengthening governance and operational synergy.
As of now, the Board of Directors consists of seven members, including four directors and three independent directors (accounting for 43%). Female directors represent 14% of the board. With the exception of one director under 50 years old, all directors are above 50, bringing professional expertise in corporate management, aviation transport, government and regulatory affairs, and accounting and finance. Each director contributes extensive experience in their respective fields, ensuring multi-dimensional perspectives when shaping the company’s strategic direction.
Details of board member backgrounds, diversity, and independence can be found in the Corporate Governance section of the STARLUX Airlines official website.
Director Development & Training--Securities & Futures Institute (SFI)
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2022 | Corporate Governance & Securities Regulations | 7 | 3 |
| 2022 | External Innovation & Sustainable Management | 1 | 3 |
| 2022 | Cybersecurity under Ransomware Threats | 1 | 3 |
| 2022 | Global Net-Zero Trends & Taiwan’s Low-Carbon Transition | 1 | 3 |
| 2022 | Insider Trading Prevention Seminar | 1 | 3 |
| 2023 | Global Future Risks and Opportunities for Sustainable Transition | 7 | 3 |
| 2023 | Trade Secrets & Board Governance Risk | 4 | 3 |
| 2023 | ESG/SROI: Doing Well by Doing Good | 1 | 3 |
| 2024 | Corporate Governance & Securities Regulations | 7 | 3 |
| 2024 | Legal Responsibilities under Taiwan’s Gender Equality Acts | 5 | 3 |
Director Development & Training--Financial Supervisory Commission (FSC)
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2022 | Independent Directors & Audit Committee Duties Seminar | 1 | 3 |
Director Development & Training--Chinese Corporate Governance Association
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2022 | 18th Corporate Governance Summit: Enhancing Board Effectiveness & Sustainability | 1 | 3 |
| 2022 | Family Business Succession & Tax Planning | 1 | 3 |
| 2022 | Corporate Tax Practices & Shareholder Tax Issues | 1 | 3 |
| 2023 | Digital Technology, AI Trends & Risk Management | 1 | 3 |
| 2023 | Global Low-Carbon Transition & Business Opportunities | 1 | 3 |
| 2023 | Legal Considerations in Board Supervision | 1 | 3 |
| 2023 | Global Vision for Sustainable Development: From Vision 2050 to Action 2021 | 1 | 3 |
| 2024 | Renewable Energy, Certificates & Net-Zero Roadmap | 1 | 3 |
Director Development & Training--Taiwan Investor Relations Association
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2022 | ESG Challenges & Corporate Transformation | 1 | 3 |
| 2022 | Intellectual Property Governance & Corporate Governance | 1 | 3 |
| 2022 | Carbon Management, Carbon Tariffs & Carbon Credits | 1 | 3 |
| 2023 | ESG & Corporate Risk Management | 1 | 3 |
| 2023 | Global ESG Performance & Corporate Value | 1 | 3 |
| 2023 | Human Capital & Social Inclusion Strategies | 1 | 3 |
| 2023 | Net-Zero Opportunities & Risks: Deloitte Leadership Forum | 1 | 3 |
| 2024 | Risks in High-Tech Manufacturing: Export Controls & Supply Chain Integrity | 1 | 3 |
Director Development & Training--Association of Independent Directors of ROC
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2024 | Risks in High-Tech Manufacturing: Export Controls & Supply Chain Integrity | 1 | 3 |
Nomination and Election of Directors
According to the Articles of Incorporation:
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The board consists of 5 to 9 members, each serving a three-year term, with eligibility for re-election.
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Independent directors must be at least three in number and account for no less than one-third of the board, including at least one public interest independent director.
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Independent directors’ qualifications, shareholding limits, restrictions on concurrent positions, and election procedures follow regulatory requirements, including the Civil Aviation Public Interest Independent Director Regulations, with a two-term limit for re-election.
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Directors are elected via a candidate nomination system and cumulative voting system by shareholders.
The board elects a Chairman with the approval of at least two-thirds of members present and a majority vote of those attending. Currently, Mr. K.W. Chang serves as Chairman, and Mr. Glenn Chai serves as President and CEO. Mr. Chai concurrently holds both roles due to his expertise in management, decision-making, and deep industry knowledge, enhancing operational efficiency.
To prevent conflicts of interest, STARLUX requires directors to recuse themselves from discussions and voting on matters where they or related parties have a personal interest. The Ethical Corporate Management Procedures and Code of Conduct clearly stipulate recusal mechanisms. Directors’ family members (spouses, second-degree relatives) and controlled entities are also subject to the same rules.
Additional disclosures on cross-directorships, interlocking shareholdings, and controlling shareholders are provided in the Annual Report – Corporate Governance section.
Prohibition of Insiders’ gains from the internal unpublished information
- The Company has expressly stipulated in Prevention of Insider Trading that "upon actually knowing any information of the Company that would have a material impact on its stock price, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, shall not buy or sell, themselves or in the name of another, any stock or other securities with equity characteristics of the Company that are listed on an exchange or traded over-the-counter","The Company's directors shall not trade stocks during the closed period of thirty days before the announcement of annual financial report and fifteen days before the announcement of the quarterly financial report".
- The Company has notified directors, of the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report for a total of 4 times in 2025.
- In 2025, the Company conducted two education sessions for all directors, managers and other insiders on related laws and regulations, and for new directors and managers, education and publicity were arranged within 2 months after taking office.
Succession Planning and Operations for Board Directors and Key Management Personnel
I. Board of Directors
In accordance with the Company’s Articles of Incorporation, directors are elected through a candidate nomination system. Based on the "Regulations Governing the Election of Directors," the "Measures for Performance Evaluation of Directors and Managers," and the "Corporate Governance Best Practice Principles", the Company has established a comprehensive mechanism for director nomination and selection. This system is established upon considerations such as board structure, diversity, professionalism, and competence to ensure robust corporate governance and sustainable development.Pursuant to the "Corporate Governance Best Practice Principles", the design of the board structure takes into account the Company’s scale of operations, development needs, major shareholders’ shareholding, and practical business requirements. The composition of the Board of Directors reflects diversity and covers essential capabilities, including, but not limited to, operational judgment, financial and accounting expertise, operational management, crisis management, industry knowledge, international market perspective, leadership, and decision-making skills, thereby supporting effective governance.
Director successors are expected to possess these abilities and attributes. The Company identifies potential candidates from among senior internal managers and enhances their readiness through participation in board meetings, rotational assignments, and exposure to corporate governance and industry developments. This systematic approach strengthens their future succession capabilities. The composition of the Board of Directors must adhere to the following principles of diversity:
- The number of directors concurrently serving as managers shall not exceed one-third of all board seats.
- Gender diversity considerations: The Company prioritizes retaining existing female directorships and continues to promote gender balance.
- The board shall feature varied age groups, industry experience, and professional backgrounds.
To enhance directors’ professional knowledge and align governance perspectives, the Company provides annual training covering aviation safety, ESG and sustainable development, corporate governance, financial strategies, legal compliance, information security, and international trends. Directors are also encouraged to participate in external professional programs to further elevate governance standards.
The Company has adopted the "Measures for Performance Evaluation of Directors and Managers," which evaluate directors based on alignment with company goals and tasks, understanding of responsibilities, participation in operations, internal relations management and communication, professional competency and training, internal control, and expression of opinions. These evaluations confirm the effectiveness of board operations and serve as a reference for director reappointment and successor nomination. The board performance evaluation is conducted annually, with results submitted to the Board for review and remedial action and disclosed in the Annual Report and on the Company’s official website to ensure transparency and reinforce governance functions.
II. Succession Planning and Operations for Key Management Personnel
Employees at the Vice President level (including and above) are designated as Key Management Personnel. The Human Resources Department has established a systematic talent development framework for these positions, periodically identifies potential successors and develops succession plans aligned with the Company’s operational strategies and development objectives. This ensures management stability and organizational continuity.To cultivate cross-functional perspectives, the Company conducts job rotations and overseas assignment programs, enabling future Key Management Personnel to gain diverse operational experience and global aviation management expertise. These initiatives enhance adaptability and strengthen holistic decision-making capabilities. Additionally, the Company provides ongoing leadership development programs and courses covering aviation safety management, leadership, legal compliance, risk control, cross-departmental collaboration, labor relations, and communication skills—aimed at fostering adaptable, insightful, and decisive management talent that supports long-term sustainability and strategic execution.
Human Resources maintains and continuously updates an "Executive Talent Pool" based on business strategies and organizational needs, reporting progress to senior executives at least annually to ensure alignment with the Company’s strategic direction. Evaluation criteria include:
- Professional Competence and Performance
- Leadership Qualities and Interpersonal Communication
- Aviation Expertise and Cross-Departmental Experience
- Alignment with Corporate Strategy and Core Values