The 22nd term of the Board of Directors of the Company consists of 11 directors. The election of directors (including independent directors) follows the “Procedures for Election of Directors”. Each director shall have the necessary knowledge, skill and competence to perform their duties, including the ability to make operational judgments, to perform accounting and financial analysis, to conduct business management, to conduct crisis management, the knowledge of the industry, an international market perspective, leadership and decision-making capacity.

 

The Board of Directors is responsible for establishing corporate business strategies, overseeing financial and operational performance, and implementing internal control systems to ensure regulatory compliance. Furthermore, the Board is tasked with advancing corporate governance and ESG sustainable development. In performing their duties, directors shall exercise the due care of a good administrator and remain accountable to the shareholders.

 

To promote gender equality, the Board of Directors successfully achieved the goal of having at least one female director in the 2023 election. Furthermore, the Company has set a target in the “Corporate Governance Best Practice Principles” that female directors should comprise more than one-third (33%) of the total board seats. Moving forward, the Company will continue implementing this policy by evaluating and reviewing the composition of board candidates during each re-election to strive for greater gender diversity.

 

The 22nd term of Board of Directors of the Company includes four independent directors (36%) and two female directors (18%). As for the distribution of the directors’ age, there are one director is under the age of 50 (9%), four are 51-60 years old (36%), four are 61-70 years old (36%), and two are 71-80 years old (18%).

 

The members of the Board of Directors have different professional backgrounds or work fields, including business, legal affairs, accounting, allowing them to give full play to the functions of the Board of Directors in supervising, guiding, and managing, and thus establishing a sound corporate governance system.

 

The gender, age, experiences, and professional capabilities

Name	Gender	Age	Experience				Professional Competence
			Operation & Management	Financial Accounting	Industrial Experience	Professional Knowledge	Financial Accounting	Leadership & Decision-Making Ability	Operation & Management
CHIEN, CHIH-MING	M	61~70	✓	✓	✓	✓	✓	✓	✓
CHU, CHRISTIAN BRIAN	M	41~50	✓	✓	✓	✓	✓	✓	✓
HSU, YU-SHU	M	61~70	✓	✓	✓	✓	✓	✓	✓
LIN, SHEN-CHIH	M	61~70	✓		✓	✓		✓	✓
LIN, HSIU-JU	F	51~60	✓	✓	✓	✓	✓	✓	✓
LAI, LI-JEN	M	51~60	✓	✓	✓	✓	✓	✓	✓
TIEN, FU-CHANG	M	51~60	✓	✓	✓	✓	✓	✓	✓
CHAN, HOU-SHENG	M	71~80	✓		✓	✓		✓	✓
KUNG, CHUN-CHI	M	61~70	✓	✓	✓	✓	✓	✓	✓
HSIEH, MING-JUI	M	71~80	✓		✓	✓		✓	✓
LIU, HUI-CHUN	F	51~60	✓			✓		✓	✓

 

Mechanism Linking Directors’ and Senior Executives’ Compensation to Sustainability Performance

To strengthen the Board of Directors’ oversight of sustainable development and integrate sustainability principles into the Company’s business decision-making, the Company has incorporated sustainability performance into the performance evaluation mechanism for senior management and uses it as a reference basis for determining directors’ remuneration.

 

The performance evaluation of the Company’s directors is conducted by an external professional institution and includes sustainability-related assessment items. The evaluation results are disclosed on the Company’s official website. The results of the directors’ performance evaluation are submitted to and approved by the Remuneration Committee and are used as a reference for the assessment of directors’ remuneration. In addition, the Board of Directors supervises the progress of greenhouse gas inventory on a quarterly basis. The annual Sustainability Report and the implementation status of sustainable development initiatives are required to be submitted to the Board of Directors for review and approval. Continuing education programs for directors also include courses related to sustainable development.

 

Starting in 2025, sustainability performance will be formally incorporated into the performance evaluation of senior executives, including the General manager, vice presidents, administrative department heads, and the presidents and division-level executives of subsidiaries. Senior executives are required to refer to the ESG performance indicator recommendations provided by the Sustainability and Corporate Communications Department and select two indicators to be included in their ESG performance evaluation items, accounting for 5% of the overall performance assessment.

 

By linking sustainability performance with the remuneration and incentive system, the Company encourages the Board of Directors and the management team to pursue business growth while simultaneously taking into account environmental protection, social responsibility, and the long-term value of corporate governance. This approach aligns with the global trend of integrating ESG metrics into executive compensation to strengthen accountability and long-term value creation.

 

Participation in continuing education in 2025

Name	Date	Name of the Course	Organizer	Hour
CHIEN, CHIH-MING	2025/2/13	Development of the latest Artificial intelligence and the Practice of Risk Management Framework	Taiwan Corporate Governance Association	2
	2025/4/9	Corporate Sustainability: From Anxiety to Strategy	Taiwan Investor Relations Institute	2
	2025/5/2	ESG Corporate Governance: A New Era of Business Integrity, Gender Equality, and Fair Services	Taiwan Investor Relations Institute	2
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/21	Responding to Trends in Anti-Money Laundering, Counter-Terrorist Financing, and Financial Sanctions	Taiwan Corporate Governance Association	2
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
CHU, CHRISTIAN BRIAN	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
HSU, YU-SHU	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
LIN, SHEN-CHIH	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/29	How Directors and Supervisors Oversee the Establishment and Promotion of a Robust Risk Management System	Securities and Futures Institute	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
LIN, HSIU-JU	2025/3/7	Matters to Corporate Mergers and Acquisitions and Related Labor Affairs	Chinese National Association of Industry and Commerce	3
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/6	Analysis of Corporate Control Battles	Chinese National Association of Industry and Commerce	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
LAI, LI-JEN	2025/4/29	Analysis and Practical Experience Sharing on Workplace Sexual Harassment and Bullying Prevention	Taiwan Corporate Governance Association	3
	2025/5/20	Practical Analysis of Sustainability Report Assurance	Taiwan Corporate Governance Association	3
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/8	Basic Legal Concepts for Listed and OTC Companies	Taiwan Corporate Governance Association	3
TIEN, FU-CHANG	2025/3/27	Corporate Perceptions and Strategies Amid a Changing Landscape	Greater China Financial and Economic Development Association	3
	2025/4/25	Executive Compensation and ESG Performance-Based Incentive Design	Taiwan Corporate Governance Association	3
	2025/5/12	Corporate Governance: An Introduction to Asset and Equity Succession Planning	Chinese National Association of Industry and Commerce	3
	2025/5/16	Cybersecurity Governance and Management Amid Geopolitical Tensions	Taiwan Corporate Governance Association	3
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
CHAN, HOU-SHENG	2025/5/6	Global Economic Trends under Geopolitical Shifts: Insights into Future Market Developments	Taiwan Independent Director Association	3
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/1	Key Principles and Practices of IFRS Sustainability Standards and CTCI's Response Strategies	Taiwan Corporate Governance Association	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
KUNG, CHUN-CHI	2025/4/10	Corporate Governance within the ESG Framework	Taiwan Corporate Governance Association	3
	2025/5/8	Ethical Management and Corporate Social Responsibility	Taiwan Corporate Governance Association	3
	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
HSIEH, MING-JUI	2025/3/27	From Financial Statements to Strategic Decisions: Financial Data Interpretation for Directors and Supervisors	Chinese National Association of Industry and Commerce	3
	2025/7/17	Supply Chain Restructuring Trends and Corporate Strategies Amid the Global Tariff War	Chinese National Association of Industry and Commerce	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3
LIU, HUI-CHUN	2025/6/26	Material Information Disclosure and the Duties of Directors and Supervisors	Taiwan Corporate Governance Association	3
	2025/8/6	Analysis of Corporate Control Battles	Chinese National Association of Industry and Commerce	3
	2025/10/23	Trade Secret Protection and Non-Competition	Taiwan Corporate Governance Association	3