Members of Board of Director

Resume and Responsibilities of Board of Director

The current Board comprises nine directors, including four Independent Directors and four Non-Independent Directors.

The Company adopts a candidates' nomination system for its directors, who are elected from a slate of candidates for directors by the shareholders.

The election of independent directors is based on a candidate nomination system, and the shareholders' meeting shall elect the independent directors from a list of candidates. Independent directors' professional qualifications, shareholdings, restrictions on concurrent employment, nomination and election and other matters to be complied with shall be in accordance with the relevant regulations of the competent securities authorities.

According to Article 19 of Article of Incorporation, the terms of reference of the Board are as follows:

The current Board comprises nine directors, including four Independent Directors and four Non-Independent Directors.

1. Determines the business policy.

2. Prepares important articles of incorporation and deeds.

3. Establishes and closes branch offices.

4. Compiles budgets and final accounts.

5. Reviews and determines surplus allocations.

6. Drafts capital increase or decrease.

7. Other powers and responsibilities as granted by the Company Act and the shareholders' meeting.

Title Name Name of Institutional Shareholder Education Experience
Chairperson Richard Wu Yin Yin Investment Co., Ltd. Department of Basic Studies, The New School, New York Vice Chairperson of The Great Taipei Gas Corporation
Director of Shin Kong Life Insurance Co., Ltd.
Director of Institute for Information Industry
Director Lin, Po-Fong Tong Ying Investment Co., Ltd. Department of Law, National Taiwan University Director of Shihlin Electric & Engineering Corp.
Independent Director of AEWIN Technologies Co., Ltd.
Director Frank Hung Shin Kong Medical Foundation Master of Finance, City University of New York President of Macoto Bank
Chairperson of Shin Kong Venture Capital Co., Ltd.
Director Tsuyoshi Murai ALSOK Co., Ltd. Graduate School of Waseda University ALSOK Co., Ltd. Group CEO
Director Iuchi Takeru GM INVESTMENTS Faculty of Economics and Business Administration, Tokyo Metropolitan University President of Moritani Taiwan Co., Ltd.
Independent Director Chu, Chien-Chou M.S. Accounting, National Chung Cheng University Practicing Accountant at iTrust Certified Public Accountant Firm.
Independent Director Lee, Chih-Kung PhD in Theoretical and Applied Mechanics, Cornell University Professor of Institute of Applied Mechanics, National Taiwan University (Full-time)
Independent Director Lo, Ming-Wei Master of Laws, New York University Partner at Jones Day International Law Firm
Independent Director Hsu, Shu-Ping Department of Accounting, Tamkang University Director and Practicing CPA of Zhuoheng CPA Firm

Functional Committee

Resume and Responsibilities of Audit Committee

The Company's Audit Committee is composed of 4 independent directors, and at least one of them must have accounting or financial expertise.

The purpose of the entire Audit Committee is to assist the Board of Directors in performing its supervision of the company in terms of the quality and integrity of executing accounting, auditing, financial reporting processes, and financial control. The duties of the Audit Committee are as follows:

1. Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act.

2. Assessment of validity of internal control system.

3. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

4. A matter bearing on the personal interest of a director.

5. A material asset or derivatives transaction.

6. A material monetary loan, endorsement, or provision of guarantee.

7. The offering, issuance, or private placement of any equity-type securities.

8. The hiring or dismissal of an attesting CPA, or the compensation given thereto.

9. The appointment or discharge of a financial, accounting, or internal auditing officer.

10. The annual financial statements signed or sealed by Chairperson, manager and chief accountant and the Q2 financial statements requiring the audit and attestation by CPA.

11. Any other material matter so required by the Company or Competent Authority.

Title Name Experience
Independent Director Chu, Chien-Chou Practicing Accountant at iTrust Certified Public Accountant Firm.
Independent Director Lee, Chih-Kung Professor of Institute of Applied Mechanics, National Taiwan University (Full-time)
Independent Director Lo, Ming-Wei Partner at Jones Day International Law Firm
Independent Director Hsu, Shu-Ping Director and Practicing CPA of Zhuoheng CPA Firm

Resume and Responsibilities of Compensation Committee

To establish a sound compensation system for the Company's directors and managers, the Company set up the "Compensation Committee" in December 2011. The committee members are appointed by the Board of Directors and the total number of members shall not be less than three, which should include at least one independent director of the Company. The convener and chairperson of the meetings are elected from among the members with the status of an independent director. The current Convener and Chairperson of the Compensation Committee is the Independent Director, Li, Hao-Cheng.

The Compensation Committee is responsible for establishing and regularly reviewing the policies, systems, standards and structures for annual and long-term performance goals and compensation for directors and managers. In accordance with the "Charter of Compensation Committee", the Compensation Committee holds at least two meetings each year. Please refer to the Company's Annual Reports for details on the meetings and the attendance rate of the committee members.

Title Name Experience
Independent Director Chu, Chien-Chou Practicing Accountant at iTrust Certified Public Accountant Firm.
Independent Director Lee, Chih-Kung Professor of Institute of Applied Mechanics, National Taiwan University (Full-time)
Independent Director Lo, Ming-Wei Partner at Jones Day International Law Firm

Resume and Responsibilities of Sustainability Committee

To strengthen corporate governance, on December 22, 2022, the Company elevated the Sustainability Development Committee to a functional committee of the Board of Directors, with five members composed of the Chairperson and four independent directors. The committee must convene at least once every six months and may hold additional meetings as needed. The current Convener and Chairperson of the Sustainability Development Committee is the Independent Director, LI, SHIH-KUANG.

This committee is the decision-making and supervisory unit for the Company's sustainability-related efforts, encompassing corporate governance, sustainable operations, and environmental and social aspects, all aimed at strengthening the corporate management system, committing to environmental conservation, and fulfilling social responsibilities.

Title Name Experience
Chairperson Richard Wu Vice Chairperson of The Great Taipei Gas Corporation
Director of Shin Kong Life Insurance Co., Ltd.
Director of Institute for Information Industry
Independent Director Chu, Chien-Chou Practicing Accountant at iTrust Certified Public Accountant Firm.
Independent Director Lee, Chih-Kung Professor of Institute of Applied Mechanics, National Taiwan University (Full-time)
Independent Director Lo, Ming-Wei Partner at Jones Day International Law Firm
Independent Director Hsu, Shu-Ping Director and Practicing CPA of Zhuoheng CPA Firm

Resume and Responsibilities of Investment Evaluation Committee

To implement ESG corporate sustainability and enhance corporate governance, on December 22, 2022, the Board of Directors approved the establishment of the Investment Evaluation Committee. The committee consists of five members: the Chairperson and four independent directors. The committee convenes at least once a year and may hold additional meetings as needed based on specific cases. Supervise the responsible units in executing pre-investment evaluations and post-investment management to reduce investment risks and enhance shareholders' equity.

Title Name Experience
Chairperson Richard Wu Vice Chairperson of The Great Taipei Gas Corporation
Director of Shin Kong Life Insurance Co., Ltd.
Director of Institute for Information Industry
Independent Director Chu, Chien-Chou Practicing Accountant at iTrust Certified Public Accountant Firm.
Independent Director Lee, Chih-Kung Professor of Institute of Applied Mechanics, National Taiwan University (Full-time)
Independent Director Lo, Ming-Wei Partner at Jones Day International Law Firm
Independent Director Hsu, Shu-Ping Director and Practicing CPA of Zhuoheng CPA Firm

Internal Regulations

Item Download
Supplier Code of Conduct Commitment Letter
Ethical Behavior Guidelines
Integrity Management Guidelines
Complaint and Whistleblowing Regulations
Acquisition or Disposition of Assets Processing Procedure
Articles of Incorporation
Corporate Governance Best Practice Principles
Procedures for Processing Material Inside Information
Integrity Management Procedures and Behavioral Guidelines
Board of Directors Performance Evaluation Regulations
Risk Management Policy and Procedures
Sustainable Development Best Practice Principles
Personal Data File Security Maintenance Plan and Personal Data Processing Methods After Business Termination
Sexual Harassment Prevention Measures, Complaint and Disciplinary Regulations
Sustainability Committee Organizational Regulations
Investment Evaluation Committee Organizational Regulations
Operational Guidelines for Financial and Business Operations between Related Parties
Remuneration Committee Rules of Procedure
Remuneration Committee Organizational Regulations
Board of Directors Rules of Procedure
Audit Committee Organizational Regulations
Endorsement and Guarantee Procedures
Procedures for Lending Funds to Others

Implementation Status

Item Download
Workplace Diversity and Gender Equality Policy
Employee Benefits and Retirement System
Protective Measures for Employee Personal Safety and Working Environment and Their Implementation
Management Objectives and Implementation Status of Board Diversity
Annual Key Work Focus and Operations of the Audit Committee
Information on the operation of the Compensation Committee
Communication Between Independent Directors and Internal Audit Officer and CPAs
Risk Management Policy
Board Member Succession and Operations
Scope of Authority of the Corporate Governance Officer
Human Rights Protection Policy and Specific Management Plan
Information Security Policy and Management Program
2024 Specific Implementation of Prohibition of Insider Trading
Investment Evaluation Committee
Responsibilities and Operations of the Sustainability Committee
Units Promoting Integrity Management and Implementation Status
Employee Compensation Policy and Its Implementation
2024 Stakeholder Engagement and Management
2024 Intellectual Property Management Plan
Environmental Sustainability Objectives and Implementation Status
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