Corporate Governance Unit

The Company resolved at the Board meeting on May 13, 2019 that the Company’s Vice President of control center, should hold the position as the Company’s Corporate Governance Manager concurrently (who has the experience in the management of finance, shareholders’ service and parliamentary procedures for TWSE/TPEx-listed companies for more than three years), responsible for leading and guiding the President’s Office to process corporate governance-related affairs and provide directors with support. The functions to be performed by him include:

1. Handling matters relating to board meetings and shareholders meetings according to laws.
   
2. Producing minutes of board meetings and shareholders meetings.
   
3. Assisting in onboarding and continuous development of directors.
   
4. Furnishing information required for business execution by directors.
   
5. Assisting directors with legal compliance.
   
6. Report to the Board on the results of its review of the conformity of the qualifications of independent directors with the relevant laws and regulations at the time of their nomination, election and the period of their appointment.
   
7. To handle matters related to the change of directors.
   
8. Other matters set out in the articles or corporation or contracts

The execution status of corporate governance affairs by the Corporate Governance Manager in 2023 is as follows

1. Developing and planning corporate governance-related regulations and procedures, and reviewing and revising them to ensure compliance with legal requirements.
   
2. Providing the necessary information for directors to carry out their duties and assisting them in compliance with laws and regulations.
   
3. Assisting newly appointed directors in assuming their roles and providing relevant support.
   
4. Planning for each board meeting and notifying all directors at least 7 days in advance, providing sufficient meeting materials, and sending out the minutes of the board meeting within 20 days after the meeting.
   
5. Handling pre-registration for shareholder meetings in accordance with the law, preparing meeting notices, agendas, annual reports, and minutes of meetings, and processing company registration changes (paid-in capital and changes in chairman or directors).
   
6. In 2023, the company held 11 board meetings, 8 audit committee meetings, and 1 shareholder's annual general meeting.
   
7. All board members completed at least 6 hours of continuing education courses; the total hours of continuing education for corporate governance supervisors was 12 hours. For complete information on continuing education courses, please refer to pages 67-68 of the annual report.
   
8. Purchased liability insurance for directors and reported to the board of directors after renewal.
   
9. Reviewed whether the qualifications of independent directors during their tenure comply with relevant laws and regulations, and reported to the board of directors.
   
10. Conducted performance evaluations for the board of directors, individual directors, and functional committees, all of which exceeded standards.

The professional development status of the Corporate Governance Manager for the fiscal year 2023

• Articles of Association
• Organizational Rules of the Remuneration Committee
• Rules of Procedure for the Board of Directors
• Rules for Election of Directors
• Organizational Rules for the Audit Committee
• Procedures for Obtaining or Disposing of Assets
• Procedures for Lending Funds to Others
• Procedures for Transaction of Derivatives
• Operating Procedures for Endorsement
• Code of Conduct and Corporate Integrity
  
• Code of Ethics for Directors and Managers
• Code on Corporate Governance Practices
• Management procedures for prevention of insider trading
• Code of Practice for Corporate Social Responsibility
• Rules of Procedures for Shareholders’ Meeting