Management & Governance

The Directors of EVA Air were elected via the Shareholders’ Meeting in accordance with candidate nomination system adopted in the Company’s Articles of Incorporation. The Board of Directors consists of nine Directors with three independent directors (one of them shall be an Independent Director Undertaking Public Welfare). The term of office of one Director is three years. As of April 30, 2025, the average continuous term of all Directors is 7 years, and there are two female director, accounting for 22.22% of the total board members.

The Chairman of EVA, whose main duty is to supervise the management level to ensure that the business operation conforms to the business philosophy of EVA Air. The President, whose main duty is to lead the management team to ensure that the business is fully implemented under the instructions of the Board of Directors. To ensure that the responsibilities of the two do not contradict with each other, the Chairman of EVA Air does not hold the concurrent post of President.
A Board of Directors Meeting is convened at least once a quarter; however, in case of emergency, the meetings may be convened at any time. The Board of Directors shall execute its duties in accordance with the Company Act, the Securities and Exchange Act, the Articles of Incorporation, and other relevant laws and regulations, and are also responsible for making resolutions concerning the Company’s business. To avoid the occurrence of conflicts of interest, the board meetings shall be carried out in accordance with the “Corporate Governance Best Practice Principles” and “Rules and Procedures of Board of Directors Meetings”. If a director or a juristic person that the director represents has a personal interest in a meeting agenda item, said director shall state the material aspects of the interested party relationship at the meeting. If such interest may prejudice the interests of EVA Air, said director may not participate in the discussion and voting on that proposal and shall recuse him/herself during the discussion and voting on said item. Such a director shall also not act as another director’s proxy to exercise voting rights on that matter.

The independent directors of the Company, according to Article 24 of “Corporate Governance Best-Practice Principles.”, shall not hold office concurrently as a director (including independent director) of more than five listed companies, and also shall not concurrently serve as an independent director of more than four public companies.

In 2024, the "Mailbox for Ethics Consultation and Violations Reporting" and the "Mailbox for CSR" received no cases of misconduct. The implementation of related integrity management operations and communication with stakeholders have been reported to the Board of Directors by responsible units.

The remuneration of each EVA Air’s Board member has been resolved by the Remuneration Committee to ensure that it is reasonably connected with each board member’s performance. According to the Articles of Incorporation and the “Payment Regulation of Directors” of the Company, if the Company makes profit in a fiscal year, the Company shall set aside no more than 2% of the profit for directors’ remuneration; and shall distribute the remuneration based on the individual director’s level of participation in and the value of contribution to the Company’s operations. In addition, EVA Air may pay reasonable compensation to the directors based on the level of the individual director’s participation in and contribution value to the Company’s operations as well as taking into account of normal standard in the same industry. Meanwhile, no external compensation consultants were involved in the determination of such remuneration. The director’s level of participation in and the value of contribution to the Company’s operations mentioned above shall be determined based on his/her personal performance and the evaluation results of the performance of the Board of Directors (including board attendance and training status, the level of participation in the operations of the Company, the interaction status with the management team, sustainable development promotion, corporate governance implementation, etc.).

In addition, in order to implement corporate governance, in accordance with the Company’s "Stock Ownership Guidelines for Managers who hold Director Positions", the managers who hold director positions shall hold at least 100,000 shares of the Company so that their interests are connected with the Company’s long-term operating performance and the shareholders’ interests.

Article 26 of the Articles of Incorporation of the Company stipulates that if the Company makes profit in a fiscal year, the Company shall set aside no less than 1% of the profit for employees’ compensation. Managerial remuneration is handled in accordance with the “Payment Regulation of Managers” of the Company. Managerial remuneration includes fixed remuneration and variable remuneration. Fixed remuneration includes salary and allowances. The job title is determined according to the Company’s organizational structure, business activity and nature of work, and the fixed remuneration standard for each position is formulated taking internal and external factors into account as well; Variable remuneration includes year-end bonus and employees’ compensation. The manager’s year-end bonus is determined based on the performance. The evaluation items include the work performance, leadership and control, adaptability, creativity, knowledge and experience, planning skills and cost concepts, etc. Year-end bonuses for senior executives are determined based not only on business performance, but also on ESG criteria such as risk prevention, environmental sustainability (including climate considerations), and operational performance. The bonus amount is determined after being reviewed by the Remuneration Committee of the Company and submitted to the Board of Directors for approval.

The members of the board each bring expertise from a distinct professional field, such as transportation management, finance and accounting, information and technology, environmental protection, risk management, and law, and the composition of the board shall be determined by taking diversity into consideration, such as gender, age, nationality, race, and culture. Independent directors possess a certain level of understanding in risk management due to their knowledge and experience. Their extensive expertise allows them to provide professional opinions and adopt a multi-dimensional thinking approach, which assists the Board of Directors in making decisions that are most advantageous for the operations.

Every year the Company holds training sessions for the Board depending on the industrial characteristics and the needs of each board member, and also provides directors with information of training courses and forums organized by the competent authority and training institutions. Every director of the Company actively participates in internal and external training courses, covering topics such as risk management, corporate governance, corporate sustainability, information security, and integrity, management. In 2024, each director completed the required training according to the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies", with an average training duration of approximately 7.89 hours. For the detailed information of each director’s training situation, please refer to the Corporate Governance section on EVA Air website.

For information on the diversity status on the Company's board members, please refer to the Implementation of the diversity policy on board members on the Corporate Governance section of EVA Air's website.

According to the Company's Articles of Incorporation, EVA Air elects 9 directors (including 3 independent directors) for a term of 3 years. The election process follows the candidate nomination system as stipulated in Article 192-1 of the Company Act and the provisions of the Company's Articles of Incorporation. Shareholders holding more than 1% of the total issued shares of the Company may submit a written list of director candidates to the Company during the nomination period. The shareholders shall select directors from the list of candidates announced by the Company. According to Article 20 of EVA Air’s Corporate Governance Best Practice Principles, members of the Board of Directors are selected based on diversity, independence, and the professional competence and other relevant factors. Please refer to the Corporate Governance section on EVA Air's website for information on the appointment of the current Board of Directors for the term from May 24, 2023, to May 23, 2026.

To enhance the functions of the Company’s Board of Directors in accordance with the “Regulations Governing Board Performance Evaluations” formulated by the Board of Directors, the Board of Directors shall carry out an internal board performance evaluation at least once a year. The evaluation indexes include the level of participation in company operations, improvement of the Board of Directors' decision-making quality, composition and structure of the Board of Directors, director appointment and continuing education, internal controls, and implementation and promotion of sustainable practices (ESG). In addition, an external board performance evaluation may be conducted every three years. In 2024, self-evaluation of performance of the Board, self-evaluation of performance of Board Members, self-evaluation of performance of the functional committees (Remuneration Committee, Audit Committee, and Sustainability Committee) were conducted. The results of these self-evaluation are as follows.