Promotion and implementation of corporate governance

The Company's ESG Office is the unit dedicated to corporate governance, and dedicated personnel are responsible for implementing and promoting corporate governance-related matters. On January 20, 2025, the board of directors passed a resolution to appoint Director Francis Lee as the head of corporate governance, and reporting directly to the chairman.  Francis Lee has been a supervisor in charge of finance in public companies for more than three years, and she is qualified as required by laws.

 

The authority and responsibilities of the head of corporate governance include:
(1) Regular (at least annually) reports to the BOD on corporate governance progress and improvement plans
(2) The Organize of BOD and shareholders' meetings in accordance with the law
(3) Preparation of the minutes from BOD and shareholders' meetings
(4) Assisting with the appointment and continued development of directors
(5) Providing directors with the information they need to perform their duties
(6) Assisting the directors with compliance with laws
(7) Report to the Board of Directors on his/her findings as to whether the
Independent Directors' qualifications at the time of nomination, election, and during the term of office are in accordance with the relevant laws and regulations.
(8) Handle the matters arising from changes in directors.
(9)
Other matters as specified in the Company Charters or contracts, such as the TWSE governance evaluation, prevailing trends in corporate governance practices, and amendments to domestic laws and regulations on corporate governance

Corporate governance activities in 2025

1. The schedules for annual BOD meetings and functional committees were planned and organized to ensure compliance with the relevant laws and regulations.
2. Regular communications and meetings were held between the independent directors, CPAs, and the internal auditor.
3. Suitable continuing education courses were organized to ensure that all directors fulfilled their annual quota.
4. The date of the 2025 Shareholders' Meeting was registered as required by law, and all the related materials and the annual reports were prepared and published in both Chinese and English.
5. Reports were presented to the BOD on May 8, 2025, about the outcome of all corporate governance activities of the preceding year, progress during the current year, and corporate governance planning for 2025.
6. External evaluations of the BOD, Board members, and functional committees in 2025 were planned and carried out.  The outcome of these assessments will be finalized and reported to the BOD by January 2026.
 

Continuing education for the head of corporate governance in 2025

 

According to regulatory requirements, the Corporate Governance Officer must complete 18 hours of training within one year of appointment by the Board of Directors. Additionally, the officer is required to undertake at least 12 hours of continuing education annually. In 2025, Corporate Governance Officer Francis Lee completed a total of 27 hours of continuing education. The details of the training are as follows:


Date of Class Conducting Entity Name of the Class Hours
2025/2/24 Greater China Financial and Economic Development Association Trump's New Tariff Policies and Global Economic Changes 3
2025/4/24 Greater China Financial and Economic Development Association

Trump 2.0: Disrupting the Global Economic Order –
Impacts and Response Strategies

3
2025/5/13 Taiwan Project Management Association (TPMA) Board of Directors vs. Management Team 3
2025/6/10 Taiwan Stock Exchange Corporation (TWSE) CDP Taiwan Launch Event – Enhancing Climate Disclosure to Strengthen Corporate Climate Resilience 3
2025/7/9 Taiwan Stock Exchange Corporation (TWSE) 2025 Cathay Sustainable Finance and Climate Change Summit 6
2025/8/29 Taiwan Stock Exchange Corporation (TWSE) CDP–IFRS S2 Alignment: Issue Analysis Report Launch Event 3
2025/9/26 Securities and Futures Institute 2025 Insider Trading Prevention Seminar 3
2025/10/31 Securities and Futures Institute 2025 Seminar on Insider Trading Compliance 3

Policy for communication between independent directors, the head of internal audit, and CPAs

1. Regular meetings are conducted between independent directors and CPAs. Any findings or internal deficiencies discovered by audits of annual financial reports or the review of quarterly consolidated financial statements are referred to the independent directors. Extraordinary meetings may also be convened at any time should serious anomalies arise.

2. Regular meetings are conducted between the internal auditor and the independent directors to report on internal audit progress and internal controls. Any questions from the independent directors are answered on the spot. Such meetings are held at least once per quarter. Each independent director is kept up to date on the progress of internal audits. In the event of any anomaly, the internal auditor can be contacted by phone, or an extraordinary meeting may be convened.

Abstract of Past Communications between Independent Directors and CPAs

Date Discussion Resolution
2025/2/26 1.  Report the outcome for 2024 entity/consolidated financial reports by the CPA.
2. The independent directors have no major abnormal opinions on the 2024 annual consolidated and individual financial report review results.
3. Introduction to the Revisions of Corporate Governance Evaluation Indicators.

All independent directors had no objections to all proposals.

The Audit Committee and the BOD approved the annual financial reports before being published and submitted to the competent authority by the given date.

2025/5/8 1. Presentation of audit findings for Q1 2025 consolidated financial statements by the CPA.
2. Independent directors found no major anomalies with the Q1 consolidated financial statement.

All independent directors had no objections to all proposals.

The Audit Committee and the BOD approved the Q1 financial statement before being published and submitted to the competent authority by the given date.

2025/8/7 1. Presentation of audit findings for Q2 2025 consolidated financial statements by the CPA
2. Independent directors found no major anomalies with the Q2 consolidated financial statement.

All independent directors had no objections to all proposals.

The Audit Committee and the BOD approved the Q2 financial statement before being published and submitted to the competent authority by the given date.

2025/11/6 1. Presentation of audit findings for Q3 2025 consolidated financial statements by the CPA.
2. Independent directors found no major anomalies with the Q3 consolidated financial statement.
3.Updates on Key Laws and Regulations: Procedures for Information Disclosure and Material Information Reporting by Listed Companies; Regulations Governing the Preparation and Filing of Sustainability Reports by Listed and OTC Companies; and the Draft Amendments to the ‘Regulations Governing Information to be Published in Annual Reports of Public Companies’ (Pre-announcement).

All independent directors had no objections to all proposals.

The Audit Committee and the BOD approved the Q3 financial statement before being published and submitted to the competent authority by the given date.

 

Abstract of previous communications among the independent directors and the head of internal audit

Date Discussion Resolution
2025/2/26 1. Report on internal audit operations for the year 2024 and Report on internal audit operations for the period between November 2024 and January 2025
2. 2024 “Statement of the Internal Control System”
3. Proposed amendment to the internal control system for the Payroll Cycle.
The independent directors raised no issues.
2025/5/8 Report on internal audit operations for the period between February and  April 2025. 1.Independent Director Inquiry:
For deficiencies that are repeated and have not been properly corrected, actions should be taken in accordance with the company’s internal reward and disciplinary regulations based on the severity of the circumstances. The report format should also be revised to prevent misunderstandings by the directors.
2.Explanation from the Chief Audit Executive:
The deficiencies will continue to be monitored, and improvements to the report format will be implemented.
2025/8/7 Report on internal audit operations for the period between May and July 2024 Independent Director Inquiry:
For cases where regulations already exist and are followed by other departments, appropriate disciplinary actions should be considered for those who fail to comply.
2025/11/6 1. Report on internal audit operations for the period between August and October 2025
2. 2026 annual audit plan
3. Amend revisions to the "Internal Control System", "Subsidiary Supervision Procedures", and "Internal Audit Procedure"
The independent directors raised no issues.
 

Major Shareholders

Date: June 23, 2025

Name of Shareholder Number of Shares Percentage of Total Issued Shares
Capital Tip Customized Taiwan Select High Dividend Exchange Trade Fund 28,656,000 6.13%
Yuanta Taiwan High Dividend Low Volatility ETF Account 18,728,000 4.01%
Fuh Hwa Taiwan Technology Dividend Highlight ETF under custody of Taipei Fubon Commercial Bank Co., Ltd. 15,810,000 3.38%
Yuanta Taiwan Value High Dividend ETF under custody of Hua Nan Commercial Bank 14,709,000 3.15%
Chunghwa Post Co., Ltd. 8,885,000 1.90%
Morgan Stanley & Co. International Plc 8,533,883 1.83%
New Labor Pension Fund 7,613,756 1.63%
Yuanta Taiwan High-yield Leading Company Fund 6,443,000 1.38%
GOLDMAN SACHS INTERNATIONAL 6,316,177 1.35%
Pan, Yung-Chung 6,140,046 1.31%

The prevention of insider trading

The company conducts education and publicity on insider trading prevention and related laws and regulations to directors, managers, and employees at least once a year. For new directors and managers, education and publicity will be arranged within 3 months after taking office and insiders will be notified that they are not allowed to trade in them during the stock trading closed period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report. stocks, new employees will be educated and promoted by the Human Resources Department during pre-employment training. For details, please refer to the company's "Procedures for Handling Material Inside Information and Prevention of Insider Trading".
The company has notified all Directors of the board meeting date and the closed period before the announcement of each quarterly financial report via email in 2025.
For 2025, the annual education and promotion for current directors, managers, and monthly employees was completed on November 6, 2025. A total of 163 person-times participated, amounting to 82 hours. The content of the promotion included the scope and identification process of insider trading, the scope of internal material information and confidentiality procedures, case studies, legal compliance, and practical aspects of trade secret protection. The course presentations and files have been stored on the company's internal network system for employees' reference and sent to all directors and managers.