Board of Directors
The Board of Di rectors formulates the Company’s business strategies and is responsible to shareholders and other stakeholders. Di rectors faithfully execute business operations and fulfill their fiduciary duties as good administrators, exercising their authority with prudent attitudes. Regarding the execution of company business and the operations and arrangements of various governance systems, except for matters that must be resolved by shareholders’ meetings according to law or articles of incorporation, al l should be resolved by the Board of Di rectors. Cameo Communications’ articles of incorporation specify that director elections adopt a candidate nomination system through regular re-elect ions based on the principle of merit –based appointments. In accordance with corporate governance best practice principles, Board members should not exceed one- third of board seats for di rectors concurrently serving as company managers, and should consider member diversity policies, including but not limited to standards in two major aspects: basic conditions and values, and professional knowledge and skills. Al l members should generally possess the knowledge, skills and qualities necessary for per forming their duties. Cameo Communications’ di rectors possess both professional capabilities in the industry and rich practical experience, being well -versed in industry development t rends. The Board currently has 7 di rectors ( including 3 independent di rectors) with 3-year terms. Board meetings are convened at least quarterly by law, with 4 board meetings held in total during the year and an average director attendance rate of 89%。
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To establish good board operating systems, improve supervisory functions, and ensure independent directors maintain independence when executing business, Cameo Communications’board of directors has approved the Rules of Procedures for Board Meetings that clearly define the scope of independent directors’ responsibilities for compliance. Directors also maintain high self-discipline in implementing conflict of interest avoidance. For board meeting matters where directors or the legal entities they represent have interests, in addition to explaining the important content of such interests at the current board meeting, if there is potential harm to company interests, they may not participate in discussions and voting, must recuse themselves during discussions and voting, and may not exercise voting rights on behalf of other directors. To enhance board decision-making quality, the board has also approved the Board Performance Evaluation Measures, conducting annual internal evaluations of the performance of the board, individual board members, and functional committees through self-assessment surveys distributed to board members by the board meeting unit. Board performance evaluation results may serve as reference for future director selection or nomination; individual director performance evaluation results may also serve as reference for determining their respective remuneration。
Various departments at Cameo Communications regularly and irregularly interact with stakeholders through routine channels on a daily basis. When potential negative material impacts may arise between stakeholders and the Company, the responsible departments will conduct due diligence on stakeholders across multiple dimensions, including financial, corporate operations, compliance records, environmental pollution, and violations of employee human rights and health hazards, and report the investigation results to the General Manager and Chairman. The Chairman will assess whether to report to the Board of Directors based on whether the specific results pose material harm to the Company’s overall operations, and finally, the Board of Directors will make resolutions on the due diligence report and assign the Company’s responsible departments to execute. In 2024, no potential negative material impact events occurred between Cameo Communications and stakeholders, so there were no records of reports to the Board of Directors. Through specific implementation, Cameo Communications has made its due diligence on stakeholders and the board’s role in facing potential negative material impacts more comprehensive。
To effectively manage risks and enhance the willingness of professional talent to serve as directors, Cameo Communications purchases liability insurance for directors, allowing directors to perform their duties without concerns while reducing and dispersing risks of material damage to the Company and shareholders caused by directors’ errors or negligent acts。
Considering various legal compliance and governance practice issues that directors may face when participating in corporate operational decisions, Cameo Communications actively encourages and arranges directors to attend relevant professional courses. All directors completed a total of 51 hours of continuing education during the year, and the corporate governance officer will also plan to increase director continuing education courses related to corporate sustainable management in the future. Cameo Communications believes that under the leadership of a Board of Directors with integrity governance, and abundant industry experience, the Company’s operations will become more prosperous and continue to make great strides on the path of sustainable management。