Functional Committee

 

Salaries and Remuneration Commission

Name	Job Title
Chen, Hsiang-Ju	Convener
Chen, Hsiang-Ju	Memebrs of the Committee
Chang, Shih-Chia	Memebrs of the Committee
Chen, Pei-Chi	Memebrs of the Committee
Chen, Wan-Jin	Memebrs of the Committee

 

Responsibilities of the Salaries and Remuneration Commission:

In accordance with the Company’s Organizational Rules of the Salaries and Remuneration Commission, the Commission shall perform its duties with the care of a prudent administrator and submit its recommendations to the Board of Directors for discussion.
The primary responsibilities of the Commission are as follows:
1.Review of Regulations
To periodically review the Organizational Rules and propose amendments when necessary.
2.Establishment of Remuneration Policies
To establish and periodically review the policies, systems, standards, and structure for the performance evaluation and remuneration of Directors (including the Chairperson), the President, and managerial officers at the level of Vice President and above, taking into account the Company’s operational goals, business performance, and competitive environment.
3.Performance Evaluation and Remuneration Determination
To regularly assess the achievement of performance targets of Directors, the Chairperson, the President, and managerial officers at the level of Vice President and above, and to determine their individual remuneration based on the results of such evaluations.
The Company also discloses in its annual report the individual performance evaluation results of Directors and managerial officers, as well as the correlation and reasonableness between Directors’ remuneration and their performance.

 

 

Audit Committee

Name	Job Title
Chen, Wan-Jin	Convener
Chen, Wan-Jin	Memebrs of the Committee
Chang, Shih-Chia	Memebrs of the Committee
Chen, Hsiang-Ju	Memebrs of the Committee
Chen, Pei-Chi	Memebrs of the Committee

 

Annual tasks of the Audit Committee:

After the Audit Committee’s deliberation and approval, powers conferred in accordance with Article 14-5 of the Securities and Exchange Act and Article 6 of the Audit Committee Charter shall be submitted to the Board of Directors for resolution.

The main function of the Audit Committee is to supervise the following matters:

1. Fair presentation of the Company's financial statements
2. Hiring (and dismissal), independence, and performance of the Company’s certificated public accountants
3. Effective implementation of the Company's internal control system
4. Compliance with relevant laws and regulations by the Company
5. Management of the Company’s existing or potential risks

 

The communication status between independent directors and internal audit supervisors and accountants (should include major matters, methods and results of communication on the company's financial and business conditions, etc.):

• The independent directors of the company communicate with the company's certified accountant, financial and accounting supervisor and internal audit supervisor from time to time by telephone, email or meeting.
• The audit committee of the company is composed of all independent directors, and the internal audit supervisor and certified accountants sit on the audit committee as non-voting delegates.
• Independent directors of the company receive audit reports on a monthly basis, and the head of internal audit communicates on the execution and effectiveness of the audit business.
• The appointment and removal of the company's audit supervisor, announcements and other related matters are regulated in the "Internal Audit Implementation Rules", and the appointment of the audit supervisor was approved by the fourth board of directors of the company on December 9, 2015.
• Appraisal and salary remuneration shall be handled in accordance with the relevant provisions of the company's human resources, and the audit supervisor and the auditors shall report to the chairman of the board for approval according to the organization.

 

 

 

Sustainability and Risk Management Committee

Name	Job Title
Chang, Shih-Chia	Convener
Chang, Shih-Chia	Memebrs of the Committee
Chen, Hsiang-Ju	Memebrs of the Committee
Chen, Pei-Chi	Memebrs of the Committee
Chen, Wan-Jin	Memebrs of the Committee

 

Scope of Responsibilities

The Committee, in accordance with the “Sustainability and Risk Management Committee Charter” approved by the Board of Directors, is responsible for the following:

1. Establishing sustainability development guidelines and risk management policies.
2. Overseeing the implementation of ethical business practices.
3. Supervising the effectiveness of the risk management mechanisms to ensure continuous improvement.
4. Promoting other major sustainability and risk‑related matters resolved by the Board of Directors or required by the competent authorities.

 

 

Annual Operations

Meeting Overview

1. The Company’s Sustainability Committee was established on August 11, 2022, with four members. On November 8, 2022, upon Board approval, it was officially renamed the Sustainability and Risk Management Committee.

2. The Committee’s term is aligned with that of the Board of Directors.
In 2025, the Committee convened three meetings, and members’ attendance is summarized as follows:

 

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Actual Operations

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On December 23, 2025, the Committee reported to the Board of Directors on the action plans and execution results of each functional team. Please refer to the attachment for details.

 

 

Corporate Governance Officer

The Company appointed a Corporate Governance Officer on May 11, 2023, as approved by the Board of Directors. The primary duties include handling matters related to Board and Shareholders’ meetings, preparing meeting minutes, assisting directors with onboarding and continuing education, providing necessary information for directors to perform their duties, assisting directors in legal compliance, reporting qualification reviews of independent director nominees to the Board, handling director changes, and other matters stipulated in the Articles of Incorporation or relevant agreements.

 

Execution Status for 2025
(1) Held the 2025 Annual General Meeting on June 19 and six Board meetings.
(2) New directors completed 12 hours of training; continuing directors completed 6 hours.
(3) Presented a report on the independence and compliance review of independent director candidates at the Board meeting on March 13, 2025.

 

Training Records for 2025:

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Annual Operations

1. Internal Evaluation

The Company submitted the 2024 performance evaluation results of the Board of Directors, individual directors, and functional committees—including the Compensation Committee, Audit Committee, and the Sustainability and Risk Management Committee—to the Board meeting on March 13, 2025. The evaluation results were all rated as Excellent. The overall Board attendance rate for 2024 was 98%.

 

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2. External Evaluation

To strengthen corporate governance and board effectiveness, the Company follows its Board Performance Evaluation Measures, which require an external professional evaluation at least once every three years.

External Evaluation for 2024:
Evaluator: Taiwan Investor Relations Association
Evaluation Committee: Kuo Zong-Lin, Wan Hsin-Ning, Cheng Hui-Yi
Evaluation Period: 2023/10/1 – 2024/9/30
Interview Date: 2024/10/8
Report Date: 2024/10/16
Reported to Board on: 2024/11/11

Conclusion: The Board and committees operate effectively with strong participation from directors and independent directors. Continuous training enhances governance quality, risk management, sustainability practices, and overall operational effectiveness. The Company ranked within the top 21–35% in the 2023 Corporate Governance Evaluation.

 

3. Recommendations and Company Actions

 

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