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Company Structure and Composition of the Board
STARLUX demonstrates robust corporate governance by adhering to Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.” The company prioritizes diversity in professional backgrounds, skills, and industry experience among its directors. This multifaceted approach enhances the corporate governance framework and operational efficiency, ensuring a wide range of perspectives in decision-making processes and contributing to informed corporate strategies.
The current Board of Directors of the Company consists of 7 seats, comprising 4 directors and 3 independent directors (independent directors account for 43%), and female directors account for 14%. All directors are of the age above 50 years old. Their professional backgrounds include business management, air transportation, government and regulation, and finance and accounting. Each director possesses extensive industry experience, which is expected to provide diverse strategic perspectives by incorporating the varied knowledge and backgrounds of the members when the Company formulates its operating direction.
For details on board members and their backgrounds, diversity, and independence, please refer to the Corporate Governance section (Corporate Organization) on the STARLUX official website.
Continuing Education of Directors--Securities & Futures Institute (SFI)
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 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 |
| 2025 | Prevention of Insider Trading and Latest Practical Developments (Including Gender Equality) | 6 | 3 |
| 2025 | Analysis of Fraud Techniques and Case Studies on Anti-Money Laundering Regulations | 5 | 3 |
Continuing Education of Directors--Taiwan Securities Association
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2025 | Financial Consumer Protection Act, Fair Treatment of Financial Consumers, Financial Accessibility, and Convention on the Rights of Persons with Disabilities (CRPD) | 1 | 3 |
| 2025 | Security challenges and future trends of AI in the context of digital technology risk | 1 | 3 |
Continuing Education of Directors--CPA Associations R.O.C.
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 2025 | Materiality Considerations in Sustainability Information Disclosure | 1 | 3 |
Continuing Education of Directors--Taiwan Corporate Governance Association
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 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 |
| 2025 | Corporate Governance and Securities Regulations | 2 | 3 |
Continuing Education of Directors--Taiwan Investor Relations Association
| Year | Training Program | Participants | Hours |
|---|---|---|---|
| 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 |
| 2025 | Trade secret protection and corporate governance | 1 | 3 |
| 2025 | Workplace infringement OUT, DIE workplace in – case analysis and preventative measures for workplace misconduct (sexual harassment + workplace bullying) from legal, academic and practical standpoints | 1 | 3 |
Continuing Education of Directors--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
III. Executive Compensation and ESG Linkage
The remuneration of managerial officers is governed by the Regulations Governing Remuneration of Directors and Managerial Officers. The remuneration package consists of fixed compensation and variable compensation. Fixed compensation is determined based on factors such as job responsibilities, years of service, and market benchmarking against industry peers. Variable compensation is non-recurring and includes year-end bonuses and employee remuneration.
Year-end bonuses are awarded based on the Company's annual operating results and individual performance. Employee remuneration is determined in accordance with the Company's Articles of Incorporation. The Remuneration Committee considers the Company's overall performance, future business development, and risk tolerance before proposing an allocation plan, which is subject to approval by the Board of Directors and subsequently reported to the shareholders' meeting.
Variable remuneration for managerial officers is linked to individual performance. Performance is evaluated based on leadership, strategic planning, decision-making and execution, talent selection and development, and communication and coordination.
To support the Company's long-term sustainable development, ESG-related performance indicators have been incorporated into the performance evaluation of senior managerial officers to ensure that remuneration is aligned with the Company's long-term development objectives. For the Chief Executive Officer (CEO), the performance evaluation comprises Leadership, Strategic Planning, Decision-making and Execution, Sustainable Development (ESG), and Operational and Financial Performance Management, with each category accounting for 20% of the overall evaluation. The Sustainable Development (ESG) indicators focus on ensuring sustainable resource circulation and green procurement to balance corporate growth with environmental protection, improve resource utilization efficiency, and reduce negative environmental impacts; fostering a safe, inclusive, and diverse workplace that emphasizes human rights, employee well-being, and social impact while encouraging talent development and innovation, strengthening brand strategy, and enhancing customer satisfaction and service quality; and maintaining a sound and transparent corporate governance framework by upholding ethical management principles, strengthening internal communication and risk awareness, and ensuring transparent and compliant operations.
For Vice Presidents, the performance evaluation comprises Leadership, Strategic Planning, Decision-making and Execution, Talent Selection and Development, and Corporate Sustainability (ESG), with each category also accounting for 20% of the overall evaluation. The Corporate Sustainability (ESG) indicators include supporting the Company's carbon reduction targets and energy-saving initiatives; fostering a positive organizational culture and strengthening safety awareness by maintaining an employee satisfaction rate above 80% and achieving zero major occupational safety incidents; and implementing ethical management principles and risk governance mechanisms, strengthening regulatory compliance, ensuring no major compliance violations within the department during the year, and achieving a 100% completion rate for corrective actions arising from audit findings.