Board of Directors

The Company has 9 directors (including 4 independent directors), elected by the shareholders’ meeting from persons with legal capacity. The term of office is 3 years. They exercise their powers in accordance with laws, the Articles of Incorporation, and resolutions of the shareholders’ meeting. The list of directors is as follows:

Diversity Policy and Implementation of the Board of Directors
According to Article 20 of the Company’s “Corporate Governance Best Practice Principles,” to achieve corporate governance objectives, the Board as a whole shall possess the following abilities:
1. Business judgment
2. Accounting and financial analysis
3. Management skills
4. Crisis management
5. Industry knowledge
6. International market perspective
7. Leadership
8. Decision-making
To achieve the above objectives and enhance effectiveness, the Company has formulated a diversity policy for the composition of the Board of Directors. Based on Article 20 of the “Corporate Governance Best Practice Principles,” the composition of the Board should consider diversity. Apart from the restriction that directors concurrently serving as managers of the Company should not exceed one-third of the seats, the diversity policy includes but is not limited to the following two aspects:
1. Basic conditions and values: gender, age, nationality, and culture, among which female directors should account for at least one-third of all seats.
2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), expertise, and industry experience.
Implementation by individual directors is as follows:

Core Items

The Company has 9 directors, including 4 independent directors, with independent directors accounting for 44.44%. None of the independent directors fall under the circumstances of Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act. Among directors, 3 seats involve spousal or second-degree kinship, which does not exceed one-half.

Audit Committee

1. Members

(1) The Company’s Audit Committee was established in June 2022, consisting of 4 members.
(2) The current term is from June 26, 2025 to June 25, 2028. Members are as follows:

2. The main purposes of the Committee’s supervision are:

1. Fair presentation of the Company’s financial statements.
2. Selection (dismissal), independence, and performance of certified public accountants.
3. Effective implementation of the Company’s internal controls.
4. Compliance with relevant laws and regulations.
5. Control of existing or potential risks of the Company.

Compensation Committee

1. Members

(1) The Company’s Compensation Committee was established in December 2011, consisting of 4 members.
(2) The current term is from June 26, 2025 to June 25, 2028. Members are as follows:

2. Authority

The Committee, based on professionalism and objectivity, assists the Board in evaluating the compensation policies and systems for directors, supervisors, and managers, and makes recommendations for the Board’s decision-making.
1. Regularly review these regulations and propose amendments.
2. Formulate and periodically review policies, systems, standards, and structures for performance evaluation and compensation of directors and managers.
3. Regularly assess and set the compensation of directors and managers.

Internal Audit Organization and Operations

1. Organization

(1) The Company’s Board of Directors has set up an Audit Office with one supervisor, under the Chairman’s authority, responsible for the establishment and maintenance of the audit system, as well as the planning, implementation, tracking, and evaluation of audit work. Another auditor is assigned, totaling two full-time staff.
(2) The appointment and dismissal of the Audit Supervisor must be approved by the Board. Information such as the name, age, education, experience, seniority, and training of audit personnel shall be filed annually by the end of January with the Financial Supervisory Commission via its information system.

2. Operations

(1) The purpose of internal audit is to assist the Board and management in examining and reviewing deficiencies in the internal control system and evaluating operational effectiveness and efficiency, while providing timely recommendations for improvement to ensure the continuous and effective implementation of internal controls.
(2) The internal audit unit audits the design and implementation of various internal control systems of the Company and its subsidiaries.
(3) In addition to submitting monthly audit reports and follow-up reports to independent directors, the Audit Supervisor reports the execution of audit work to the Board at least quarterly.
(4) Any deficiencies or irregularities found are disclosed in audit reports and followed up until improvement is complete. Special audit projects may also be conducted as needed.

Communication Policy between Independent Directors, Audit Supervisor, and Accountants

(1) Independent directors and accountants meet at least once a year. Accountants report on the Company’s financial status, subsidiaries’ financials, overall operations, and internal control review results, including major adjustments or regulatory changes affecting accounts, ensuring full communication. Extraordinary meetings may be called for significant irregularities.
(2) The Audit Supervisor meets at least once a year with independent directors to report on internal audit execution and internal control operations. Extraordinary meetings may also be called for major irregularities.