Corporate Governance Structure

In accordance with the Company's Articles of Incorporation, the Company shall appoint 5 to 9 directors, and shall include 4 independent directors starting from the 10th term Board of Directors. The directors shall be elected from among the shareholders with disposing capacity in accordance with the law for a 3-year term. The Company elected independent directors in accordance with the law and formed the Audit Committee on June 6, 2008, and abolished the system of supervisors. The Board of Directors is responsible for the approval of important business-related matters. The chairperson and deputy chairperson of the Board of Directors shall be elected by the directors among themselves by a majority of the directors present at the Board of Directors meeting attended by all directors, and shall be in charge of all business affairs. The Remuneration Committee, Audit Committee and Nomination Committee were established under the board of directors to assist in supervision by the board. In 2023, had a total of 5 general directors and 4 independent directors, including one female member, and the number of independent directors accounted for more than 1/3 of the seats on the board of directors.

Specific management objectives and achievement of the board director diversity policy

Audit Committee

The Company's Audit Committee shall be convened by Independent Director Chin-Cheng Chien, and is composed of 4 independent directors. In 2023, 10 audit committee meetings were held, with the aim to assist the Board in supervising the quality and integrity of the accounting, auditing, financial reporting processes, and financial management.

The main focus of work in 2023 is as follows:

￭ Financial Statements

￭ Auditing and accounting policies and procedures

￭ The internal control system and its related policies and procedures

￭ A material asset or derivatives transaction.

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

￭ Offering and issuance of securities

￭ Compliance with laws and regulations

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

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

Remuneration Committee

The Remuneration Committee is convened by independent director Chin-Cheng Chien. In June 2019, all three members are independent directors, which meet the requirements of the competent authority. A total of 4 remuneration committee meetings were held in 2023, which help the board of directors in the implementation and evaluation of the overall remuneration and employee benefits, as well as the remuneration for directors and managerial officers. For the remuneration for directors, please refer to the Annual Report.

Nomination Committee

On October 28, 2020, the Company established a Nomination Committee for corporate sustainability, assisting the Board on strengthening the management mechanism and corporate governance. The Nomination Committee was convened by independent director Chun-Hsiung Chu, and consists of four independent directors and one director. 2 nomination

committee meeting has been held in 2023. With the authorization of the board, the nomination committee shall faithfully exercise due care of a good manager, and submit proposals to the board of directors for discussion:

￭ Formulation of the standards of professional knowledge, technology, experience, gender, and other diversified backgrounds and independence rules and standards required for board members and senior managerial officers, which shall be the basis for the search, review, and nomination of candidates of directors and senior managerial officers.

￭ Establishing and developing the organizational structure of the board and each committee, and assessing the performance of the board, each committee, and each director and senior executive and the independenceof the independent directors.

￭ Establishing and reviewing programs for director continuing education and the succession plans of directors and senior executives regularly. 
￭ Establishing corporate governance guidelines of the Company to strengthen the corporate governance system and practices, and protect the rights and interests of stakeholders.