Board of Directors

Board of Directors and their educational background

Diversity and Independence of the Board of Directors

In accordance with Article 20 of the Company's "Corporate Governance Code of Practice", the composition of the Board of Directors shall take into account diversity and formulate appropriate diversity policies based on its own operations, operating model and development needs. Board members shall possess the knowledge, skills and qualities necessary to perform their duties.

In order to achieve the ideal goal of corporate governance, the Board of Directors as a whole shall possess the following capabilities:

(1) Operational judgment ability.
(2) Accounting and financial analysis ability.
(3) Business management ability.
(4) Crisis management ability.
(5) Industry knowledge.
(6) International market perspective.
(7) Leadership ability.
(8) Decision-making ability.

The Company's Board of Directors consists of seven directors, including three independent directors. Employee directors account for 14% of the total, while independent directors account for 43%. The composition of the Company's Board of Directors prioritizes diversity and gender equality, with female directors representing 14%. None of the independent directors have served for more than three years. Their qualifications meet legal requirements and all possess extensive industry experience and professional qualifications, as well as extensive knowledge of the Company's finances and operations.

Implementation Status

Principles of Communication between Independent Directors and the Head of Internal Audit and Accountants

● The Head of Internal Audit and Accountants may contact the independent directors directly as needed, and communication is excellent.
● The Accountants report to the independent directors at least twice a year on the results and findings of the financial statement audits.
● In addition to receiving monthly audit reports, the independent directors of the Company receive separate reports from the Head of Internal Audit at each Audit Committee meeting on important business matters of the Company and its subsidiaries.
● In the event of other significant unusual events, or if the independent directors, the Head of Internal Audit, and the Accountants deem it necessary to communicate independently, meetings may be held at any time.

Communication between Independent Directors and the Head of Internal Audit and Accountants

 2024 年溝通情形
 2023 年溝通情形

In order to implement corporate governance and enhance the functions of the Company's Board of Directors, performance goals are established to enhance the operational efficiency of the functional committees.

The Company considers the Company's status and needs to determine the measurement items for performance evaluation. The 2024 performance evaluation of functional committees includes the Remuneration Committee and the Audit Committee, covering the following five aspects:

(1) The degree of participation in the company's operations.
(2) Awareness of the responsibilities of the functional committees.
(3) Improving the decision-making quality of the functional committees.
(4) The composition of the functional committees and the selection of members.
(5) Internal control.

Executing Unit

The executing unit of the internal self-evaluation of the functional committees of the

Company is the Finance Department. According to the scoring criteria of the evaluation indicators, the evaluation results report is recorded and submitted to the Board of Directors for review and improvement.

Functional Committee Performance Evaluation

In 2024, the functional committees were evaluated positively for their responsibilities and effective operation within the framework of corporate governance. Their efficiency and effectiveness were both positively evaluated and received an "Excellent" rating. This evaluation was reported to the Board of Directors on March 13, 2025. The results of this evaluation will serve as a reference for determining their individual remuneration and for future selection and nominations.