Corporate Governance

The Audit Committee is composed of all independent directors of the Company.
The main responsibilities of the Audit Committee are to review and supervise the Company's financial reports, risk control matters and financial-related proposals. Its review items include: company financial reports, company accounting and internal control systems, major asset or derivative transactions, fundraising or issuance of securities, appointment, dismissal or remuneration of certified public accountants, matters involving the personal interests of directors, and appointment and dismissal of financial, accounting or internal audit supervisors.

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

• Fair presentation of the financial reports of this Corporation.
• The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
• The effective implementation of the internal control system of this Corporation.
• Compliance with relevant laws and regulations by this Corporation.
• Management of the existing or potential risks of this Corporation.

In order to strengthen the management mechanism of the Board of Directors, the Company passed a resolution on February 26, 2025 to expand the authority of the "Remuneration Committee" to include the functions of the “Nomination Committee” and change the Company's “Remuneration Committee” to the “Remuneration and Nomination Committee”.
The purpose is to assist the Board of Directors to evaluate the remuneration policies and systems of the Company's directors and managers from a professional and objective position, and to propose a list of recommended director candidates to the Board of Directors for reference in its decision making and adoption. The Company's Remuneration Committee consists of 4 members, all of whom are independent directors.

The scope of duties of the Company's Remuneration and Nomination Committee is defined as follows in accordance with Article 7 of the Company's “Compensation and Nomination Committee Organization Charter”:

• Regular review of the organizational rules and regulations and make recommendations for amendment.
• Establish and regularly review the performance evaluation standards, annual and long- term performance goals, and salary and remuneration policies, systems, standards and structures for the Company's directors and managers, and disclose the contents of the performance evaluation standards in the annual report.
• Regularly evaluate the achievement of performance targets for the Company's directors and managers, and determine the content and amount of their individual remuneration based on the evaluation results obtained in accordance with the performance evaluation standards. The annual report should disclose the performance evaluation results of directors and managers, as well as the relevance and rationality of the content and amount of remuneration to the performance evaluation results.
• A list of recommended candidates for nomination as directors.
• Establish and regularly review directors’ continuing education plans.
• Review the performance evaluation of the entire Board, individual directors and functional committee members.

In order to implement the concept of sustainable management and improve the Company's management system in the three major areas of environmental protection, social responsibility and corporate governance to achieve the goal of sustainable development, the Company's Board of Directors passed a resolution on March 15, 2024 to establish a “Sustainable Development Committee” and formulated the “Sustainable Development Committee Organization Charter”. The committee is a functional committee under the Board of Directors, and the Board of Directors is responsible for supervising the Company's formulation of sustainable development strategic goals and management policies.
In accordance with Article 4 of the “Sustainability Committee Organization Charter”, the Company's Sustainability Development Committee consists of a Chairman, an executive secretary, and an ESG task force. The Chairman is Director Huang, Ching-Yun, the convener of the Sustainability Development Committee, and the executive secretary is Team Leader Cheng of the Management Department. The ESG task force is composed of 18 departments based on the three major categories of E (environment), S (society), and G (governance). The Company's sustainable development-related operations are carried out by the ESG task force led by the chairman, committee member Sun, Kuo-Hua and executive secretary. They manage the major sustainable development themes identified by the Company, set short, medium and long-term goals and implement them. The Sustainability Committee shall hold meetings at least twice a year and report to the Board of Directors on the progress of sustainable development at least once a year.

The main duties of the Sustainable Development Committee are as follows:

• Formulate the Company's sustainable development policies and strategies, and revise them in accordance with relevant regulations.
• Oversee the Company's sustainable development policy direction and promotion plan, and regularly track the implementation progress.
• Review major issues of concern to stakeholders and supervise the establishment of effective communication and response mechanisms with stakeholders.
• Regularly evaluate the effectiveness of the Company's sustainable development plan and report the annual implementation results to the Board of Directors.
• Review of the Sustainability Report.
• Other matters that the Committee is directed to handle as per resolution of the Board of Directors.