Board of Directors​

Organization and responsibilities of the Board of Directors

The Board of Directors of OBI Pharma, Inc. is composed of six internationally renowned directors in various professional fields such as new drug research and development, biostatistics, law, international trade, accounting, etc., who are not only experienced and educated, but also have an international outlook, a broad vision, and insight into the current situation to ensure the direction and level of the company’s operation. 
Under the leadership of the Chairman, the Board of Directors of OBI Pharma, Inc. takes “integrity and social responsibility” as the core, and is responsible for counseling, supervising and evaluating the effective operation of the company’s management team and various departments. Internally, we strive to comply with laws and regulations and self-examine ourselves with the highest ethical standards, and set up various functional committees and audit offices such as audit and remuneration to implement the internal control system; Seek financial transparency and real-time disclosure of important information to protect the rights and interests of investors and fulfill corporate social responsibility. 

In addition, the external performance evaluation of the Board of Directors is conducted every three years, and the most recent performance evaluation of the Board of Directors was conducted by the China Corporate Governance Association, an external organization, for the period from January 1, 2021 to December 31, 2021. The performance evaluation of the board of directors of the organization is based on eight aspects, including the composition of the board of directors, guidance, delegation, supervision, communication, internal control and risk management, and self-discipline and other aspects of the board of directors. The evaluation method is based on questionnaires and company self-assessment, and the association reviews the relevant documents provided by the Company for review in writing, and interviews the chairman, independent directors and chief financial officer of the Company on February 14, 2022, to assist the Company in improving through the interaction and sharing of the evaluation process. The Board of Directors performance evaluation report was submitted on February 22, 2022, and the Company reported the results of the Board of Directors on March 18, 2022

Communication between independent directors and the head of internal audit and accountants

1. The Company’s internal audit supervisor regularly communicates with the members of the Audit Committee the results of the audit report, and makes an internal audit report at the quarterly Audit Committee meeting, and reports to the members of the Audit Committee immediately if there is any special situation. There were no such special circumstances in the current year. The communication between the Audit Committee and the Head of Internal Audit of the Company is in good condition.
2. The Company’s certified public accountants shall report the results of the audit of the financial statements and other communication matters required by relevant laws and regulations to the Audit Committee on a quarterly basis, and will report to the members of the Audit Committee immediately if there are any special circumstances, and there are no such special circumstances in the current year. The Company’s Audit Committee is in good communication with the certified public Accountants. 

Succession Planning for Board Members and Its Operational Status

1. OBI’s Articles of Incorporation stipulate that the election of directors shall fully adopt a candidate nomination system. In accordance with the Corporate Governance Best Practice Principles and the Rules for Election of Directors, the composition of the Board should consider diversity and set diversity objectives based on operations, business model, and development needs. These objectives include, but are not limited to, two major aspects: basic qualifications and values, as well as professional knowledge and skills.
2. OBI continuously promotes a succession plan for directors and establishes a candidate database based on the following criteria:
   • Possess integrity, a sense of responsibility, innovative thinking, and decision-making ability; align with OBI’s core values; and have professional knowledge and skills that contribute to OBI’s management.
   • Have industry experience relevant to the OBI’s business.
   • Be able to foster collaboration within the Board and meet OBI’s long-term strategic needs.

The Board should include at least one female director and ensure that the overall expertise of the Board covers professional fields such as new drug development, biostatistics, law, patents, international trade, finance, and accounting. The candidate selection process must comply with qualification reviews and relevant regulations to ensure that suitable replacements can be effectively identified when changes in seats occur.

3. OBI has also established the Rules for Performance Evaluation of the Board of Directors. Evaluation items include understanding of corporate goals, awareness of responsibilities, participation in operations, internal communication, professional development, internal control, and expression of opinions. These evaluations ensure effective Board operations and serve as an important basis for assessing director performance and future selection.

Succession Planning for Senior Management and Its Operational Status

The Company has established a comprehensive succession planning mechanism for key senior management positions. Successor candidates for each role are identified based on different readiness timelines, including those who can assume the position immediately, within one to two years, within three years, and within five years. Senior management regularly engages with potential successors—specifically those ready to assume the position immediately or within one to two years—to discuss corporate strategies and development plans, ensuring continuity of operations and stability in leadership.

Succession planning is also reviewed and discussed during the Company’s annual strategic consensus meeting for senior executives. As part of the training and development structure, potential successors are assigned job shadowing opportunities alongside management development programs, which aim to strengthen their business and managerial competencies. These programs cover key areas such as strategic planning, global marketing, innovation management, and emerging economic trends, supporting the development of future leadership talent.

The Company will continue to review and update its succession plan annually during the senior management strategic consensus meeting, using it as a critical foundation for talent development and organizational sustainability.