Board of Directors
Board Member Election Procedure
All directors are elected through a candidate nomination system in accordance with the “Director Election Guidelines.”
The qualifications, shareholding restrictions, limitations on concurrent positions, criteria for determining independence, nomination and election procedures, and other compliance requirements for independent directors are handled in accordance with applicable regulations set forth by the securities regulatory authority.
The current independent directors were nominated in accordance with the above-mentioned regulations, reviewed and approved by the Board of Directors, and subsequently elected by the shareholders from the list of nominated candidates.
Board of Directors
At the 2024 Annual General Shareholders’ Meeting held on June 28, 2024, StemCyte elected its 5th Board of Directors (including Independent Directors). The term of office is three years, from June 28, 2024 to June 27, 2027.
The 5th Board consists of nine members, including three Independent Directors.
On June 20, 2025, Diamond Biofund Co., Ltd., a corporate shareholder of the Company, appointed Mr. Yu Kao as its new representative director.
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2024 Operations:
The Board of Directors meets at least once every quarter.
| 出席者 | 姓名 | 應出席次數 | 實際出席次數 | 出席率 |
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| 董事長本人 | 王嘉宗 | 14 | 13 | 92.86% |
| 董事之法人代表人 | 鄭淑玲 | 5 | 5 | 100% |
| 董事之法人代表人 | 吳友梅 | 9 | 8 | 88.89% |
| 董事之法人代表人 | 林慧芬 | 14 | 14 | 100% |
| 董事之法人代表人 | 鄭志慧 | 14 | 14 | 100% |
| 董事之法人代表人 | 黃彥臻 | 14 | 12 | 85.71% |
| 董事本人 | 李冬陽 | 14 | 13 | 92.86% |
| 獨立董事本人 | 何弘能 | 14 | 13 | 92.86% |
| 獨立董事本人 | 韓立群 | 14 | 14 | 100% |
| 獨立董事本人 | 劉玄哲 | 14 | 14 | 100% |
Board Diversity
StemCyte emphasizes diversity in the composition of its Board of Directors, with no restrictions based on gender, age, ethnicity, or nationality.
Currently, the Board includes one member over the age of 70, two members between the ages of 60 and 69, and six members under the age of 60.
Independent directors account for one-third of the Board seats. The company is committed to further increasing the representation of female directors in the future.
To enhance corporate governance, the Board as a whole possesses a range of professional competencies, including but not limited to:
| 多元核心項目 | 性別 | 營運判斷 | 會計及財務分析 | 經營管理 | 危機處理 | 產業知識 | 國際市場觀 | 領導能力 | 決策能力 | |
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| 姓名 | ||||||||||
| 董事長 | 王嘉宗 | 男 | V | V | V | V | V | V | V | V |
| 董事 | 李冬陽 | 男 | V | V | V | V | V | V | V | V |
| 董事 | 鑽石生技投資股份有限公司 代表人：黃彥臻 | 男 | V | V | V | V | V | V | V | |
| 董事 | 鑽石生技投資股份有限公司 代表人：鄭志慧 | 女 | V | V | V | V | V | V | V | V |
| 董事 | 鑽石生技投資股份有限公司 代表人：高煜 | 男 | V | V | V | V | V | V | V | V |
| 董事 | 富邦金控創業投資股份有限公司 代表人：林慧芬 | 女 | V | V | V | V | V | V | V | V |
| 獨立董事 | 何弘能 | 男 | V | V | V | V | V | V | V | |
| 獨立董事 | 韓立群 | 男 | V | V | V | V | V | V | V | |
| 獨立董事 | 劉玄哲 | 男 | V | V | V | V | V | V | V | |
Performance Evaluation
StemCyte is in the process of finalizing amendments to its “Board Performance Evaluation Policy,” which is expected to be approved by the Board in the near term. In accordance with the revised policy, the Company conducts annual performance evaluations of the Board of Directors and functional committees.
The Board performance evaluation covers the following five key aspects:
Participation in company operations
Enhancement of decision-making quality
Composition and structure of the Board
Director selection and ongoing education
Internal control
The performance evaluation of functional committees (including the Audit Committee and the Compensation Committee) covers the following five aspects:
Participation in company operations
Understanding of committee responsibilities
Enhancement of decision-making quality
Committee composition and member selection
Internal control
Evaluation Results
The 2024 Board of Directors performance evaluation has been completed, with an overall score of 4.97 out of 5, and the results were reported to the Board on March 28, 2025.
The 2024 individual director performance evaluation has also been completed, with an overall score of 4.92 out of 5, and was similarly reported to the Board on March 28, 2025.
The 2024 performance evaluations of the Audit Committee and Compensation Committee have been completed, with scores of 4.57 and 4.73 out of 5, respectively. The results were also reported to the Board on March 28, 2025.
All self-evaluation results for the Board of Directors, Audit Committee, and Compensation Committee for 2024 were rated as Excellent, indicating sound and effective overall operations.