Corporate Governance Director

On February 14, 2023, the company's board of directors passed a resolution to appoint Ms. Hsiu-Fen Lai, the Vice President, as the Corporate Governance Director. She possesses more than three years of experience in financial management roles at publicly traded companies, thereby meeting the statutory qualifications required for the position of Corporate Governance Director.The responsibilities of the Corporate Governance Director encompass handling matters related to board meetings, preparing meeting minutes, assisting directors in their appointment and continuous education, providing the necessary information for the execution of board duties, assisting directors in compliance with laws and regulations, and other matters as stipulated in the company's articles of incorporation or contracts. These responsibilities aim to enhance corporate governance and strengthen the functions of the board of directors

The execution of the Corporate Governance Director's responsibilities in the year 2025 is as follows:

• Convened and organized meetings of the Board of Directors, shareholders’ meetings, and functional committees (such as the Audit Committee, the Compensation Committee, and the Risk Management Committee) in accordance with applicable laws and regulations.
• Ensured that directors received sufficient information prior to meetings and that meeting minutes were provided after meetings; additionally, directors were notified in advance of any agenda items requiring recusal from voting.
• Periodically reviewed and revised internal regulations related to corporate governance to ensure alignment with the latest legal and regulatory requirements, and submitted such revisions to the Board of Directors for approval to enhance the effective operation of the corporate governance framework.
• Scheduled the Board meeting calendar for the following year and notified directors in advance to reserve time for attendance; the directors’ attendance rate reached 92% in FY 2025.
• Regularly arranged strategic review meetings at which the management team reported on the Company’s operational and financial performance, thereby enhancing directors’ understanding of the Company’s overall operations.
• Arranged training programs for directors covering economic trends, technological developments, regulatory matters, and sustainability topics; in FY 2025, all directors completed more than six hours of continuing education as required by regulations.
• Planned and implemented performance evaluation mechanisms for the Board of Directors and functional committees to promote continuous improvement in governance quality.
• Assessed the purchase of appropriate Directors’ and Officers’ (D&O) liability insurance and reported the insurance coverage details to the Board of Directors on February 14, 2025.
• Held investor conferences on a quarterly basis to provide investors with information regarding the Company’s financial condition, business operations, and corporate governance, thereby safeguarding shareholders’ interests.
• Reviewed whether the nomination, election, and qualifications during the term of office of independent directors complied with applicable laws and the Company’s Articles of Incorporation.
• Provided newly appointed directors with educational materials prepared by the Taiwan Stock Exchange (such as “Key Matters for Listed Companies and Their Directors, Supervisors, and Major Shareholders,” the “Directors and Supervisors Regulatory Handbook,” and the “Independent Directors Handbook”), and arranged briefings to help them understand the Company’s organizational structure, operating model, and governance system, thereby facilitating their rapid familiarization with the Company’s operations.

Corporate Governance Implementation Status

• The company has established the "Procedures for Prevention of Insider Trading," which strictly regulate compliance with Securities and Exchange Act by company insiders, quasi-insiders, and information recipients. It prohibits trading in securities using undisclosed information and directors are not allowed to trade in the Company's stock during the thirty days before the announcement of annual financial reports and the fifteen days before the announcement of quarterly financial reports.
• The company conducts quarterly awareness campaigns for directors and employees to mitigate the risk of insider trading, ensuring that employees have a profound understanding of the importance of complying with relevant regulations, thus preventing inadvertent violations of insider trading laws.
• At the end of each year, when providing the Board schedule for the following year, the company specifically marks a reminder that directors are prohibited from trading company stocks during the closed period—30 days before the annual financial report announcement and 15 days before each quarterly financial report announcement. This reminder is incorporated into the next year’s Board schedule at the end of each year.
  
  

Training Status of Corporate Governance Director

  Training Status of Corporate Governance Director in 2025