Corporate Governance

Implementation of Board Member Diversified Skillsets

Performance Evaluation of the BoD

Board Performance Evaluation Results

Succession Planning for Board Members and Key Management Personnel

Independent Directors Election Information

Board of Directors

The members of the Board of Directors of the Company are responsible for the faithful execution of their duties as good managers, and exercise their powers with a high degree of self-discipline and prudence. The independent directors are elected to perform their duties in accordance with the relevant laws and regulations and the Company's Articles of Incorporation to protect the interests of the Company and its shareholders. The independent directors are appointed to perform their functions to strengthen the Company's risk management and control of financial operations. The current board of directors consists of 7 seats (including 3 independent directors), and the current proportion of independent directors to the total number of board members is 43%.

Job Title	Name	Experience (education)	Concurrent Positions of Companies
Chairman	Ted Hsu	EMBA, National Chiao Tung University Vice-Chairman, Pegatron Corp.	Vice Chairman/CSO, ASUSTeK Computer Inc. Chairman, eBizprise Inc. Director, Advantech Director, Eusol Biotech, Co., Ltd Director, iMotion Inc.
General Manager	Che-Wei Lin	Master of Science in Electrical Engineering, University of Missouri Columbia Deputy General Manager, VIA Technologies Inc.	Director, iCatch Technology Director, Applied Optoelectronics, Inc.
Director	Jerry Shen	Graduate Institute of Electrical Engineering, National Taiwan University Manager, Acer Computer	Chairman, i-Waylink Inc. Chairman, iMotion Group
Director	Chin-Chuan Hsu	School of Medicine, College of Medicine, National Taiwan University Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University Professor, Department of Internal Medicine, College of Medicine, National Taiwan University	Honorary Professor, National Taiwan University School of Medicine Chairman of the Academic Foundation for Liver Disease Prevention and Treatment Chairman of the National Health Foundation Chairman, Good Liver Foundation; Director, AmCad BioMed
Independent Director	Hung-Tze Jan	Department of Economics, National Taiwan University Chief Editor, United Daily News Wan-Hsiang Edition General Manager, Yuan-Liou Publishing Chairman, Cite Media Holding Group	Chairman, PChome Online Inc.
Independent Director	Chien-Ping Hsieh	Ph.D. in Finance, Kent State University, Ohio Master of Business Administration, University of Missouri Columbia Chairman/General Manager, Chunghwa Investment Chief Financial Officer and Deputy General Manager, Chunghwa Telecom Deputy General Manager and Spokesperson, Mega Financial Holdings Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology	Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology.
Independent Director	Ching-Chi Wu	Ph.D., Department of Educational Psychology, University of Minnesota Bachelor of Education, National Chengchi University Member of the Executive Yuan Cultural and Creative Industry Promotion Group/Digital Content Industry Development Committee Committee Member, China Development Fund Management Association Chairman, National Chung Cheng Cultural Center Professor and Head of the Department of Psychology, National Chengchi University Adjunct Professor of Graduate Institute of Business Administration, Entrepreneur Class, EMBA, IMBA of National Chengchi University	Emeritus Professor, National Chengchi University

Implementation of Board Member Diversified Skillsets

Name	Gender	Operational Planning	Leadership	Industry	Marketing	Accounting and Finance	Operations Management	Decision-Making	Crisis Management
Jerry Shen	Male
Che-Wei Lin	Male
Ted Hsu	Male
Chin-Chuan Hsu	Male
Hung-Tze Jan	Male
Chien-Ping Hsieh	Male
Ching-Chi Wu	Male

Performance Evaluation of the BoD

The Company shall internally conduct annual self-evaluation of the BOD, its functional committees and individual board members' performance based on the "Performance Evaluation of the Board of Directors" approved by the Board of Directors. A formal evaluation shall also be conducted by an external independent professional institution at least once every three years. The internal and external board performance evaluations shall be completed with the result reported to the Board of Directors before the end of the first quarter of the following year.

Board Performance Evaluation Results

Internal Evaluation
The Company carried out a performance evaluation of the 2022 Board, individual Board directors, Audit Committee and Remuneration Committee based on the Self-Evaluation or Peer Evaluation of the Board of Directors. The evaluation result is “outstanding,” which suggests that the operation of the Board was generally good and reached the Company’s governance goals.
External Evaluation
The Company entrusted an independent professional agency, Taiwan Corporate Governance Association (the “Association”), to make an evaluation of the Board performance. Both the Association, including their professionals who carried out the evaluation process, and the Company do not conduct business with each other and the Association remains independent regarding any evaluation issues. They used questionnaires and video interviews to evaluate the Board’s performance in eight aspects.
1. Scope of Evaluation: Operations of the Board, the Audit Committee, and the Remuneration Committee.
2. Period of Evaluation: From January 1, 2022 to December 31, 2022.
3. Evaluation Procedure: The Association appointed the evaluation group to examine the operations of the Board and functional committees via open-ended questionnaires, reviews of relevant resources, on-site and remote video interviews between January 2023 and March 2023.
4. Summary of the General Evaluation Report
  - The Company respects the opinions of independent directors. The internal audit supervisor reports the audit results and improvement outcomes to the Board and the Audit Committee. The supervisor also arranges the private discussion with the independent directors before the official Audit Committee meeting once each quarter, and keeps records of the meeting, which allows the independent directors to perform the supervision function.
  - The independent directors exercise the powers according to the law and monitor operational and risk issues relating to information security auditing, post-investment management, remuneration structure and so on. Moreover, they contribute their professional experience and skills to the Company, offer opinions, and fulfill their functions to lead and supervise the management team.
  - The Company values sustainability management, and actively devotes itself to developing eco-friendly products with an ESG mindset. In addition to seeking help from external professional consultants to promote relevant affairs, the Company sets up a team dedicated to executing the ESG projects that is led by the President. The team regularly reports the implementation outcomes to the Board, and discloses the results in sustainability reports. All these measures demonstrate the Company’s commitment to promoting ESG across its businesses.
5. Evaluation Feedback/Improvement Outcomes
  - The Company should establish written regulations as to HOW to report the material information that occurs occasionally to the independent directors and outside directors on time. They should specify the reporting procedure and timing to ensure that all the Board members can fully understand the Company’s operations in important circumstances and fulfil their duties properly.
    Improvement outcomes: The Company currently uses a variety of communication channels, including telephone, group communication, email and meeting, to report to independent and outside directors, and will consider other reporting mechanisms to ensure that all Board members can fully understand the Company’s situations well and fulfill their duties properly.
  - The Company currently does not have a corporate governance officer; it is mainly the Accounting Department that is responsible for assisting the governance and managing Board affairs. In response to the Financial Supervisory Commission’s requirement to appoint a corporate governance officer under Corporate Governance 3.0 – Sustainable Development Roadmap, the Company should appoint a corporate governance officer to ensure corporate governance processes are implemented and adhered to and help the Board to fulfill their functions and responsibilities.
    Improvement outcomes: The Company plans to appoint a corporate governance officer by the end of first half of 2023.

Succession Planning for Board Members and Key Management Personnel

The Company's Board of Directors currently consists of seven directors (including three independent directors) with diverse and complementary industry experience and financial and other professional capabilities. In the future, the composition of the Board of Directors and the background of the board members will continue the current structure, taking into consideration not only the diversity but also the knowledge, skills and qualities necessary for the execution of their duties. The results of the "Board of Directors' Performance Evaluation" will be provided to the Board of Directors in each year as a reference for the nomination of directors for reappointment.
In addition to the professional background and skills, the Company arranges at least six hours of refresher courses for each director each year, covering areas such as finance, risk management, business, commerce, legal affairs, accounting, and corporate social responsibility related to corporate governance topics, in order to help directors fully familiarize themselves with the Company's operational activities and acquire new knowledge of industry trends, so as to continuously refine their professional capabilities.
In the Company's ongoing succession plan for directors, the following criteria are used to establish a database of director candidates：

Integrity, responsibility, innovation, and decision-making ability, in line with the Company's core values, with professional knowledge and skills that contribute to the operations management of the Company.
Industry experience related to the Company's business. It is expected that the addition of this member will provide the Company with a Board of Directors that is effective, collegial, diverse and responsive to the Company's needs.

With respect to succession planning for key management, in addition to the Company's organizational development and growth momentum, the Company continues to actively cultivate key managers with potential through the following programs:

Manager development training
The Human Resources Department of the Company evaluates and coordinates the planning of managerial development training courses every year. Through the internal e-Learning system, we plan a series of courses or a single course with specific topics, covering management functions (such as strategy, planning, and leadership) and professional abilities (such as operation strategy, financial analysis, management, and crisis management). In addition, we arrange professional courses in related fields according to the needs of managers with different duties, so as to strengthen the future management team in a planned and targeted manner.
Goal-oriented periodic evaluation
Our company conducts annual performance evaluation of managers to review their performance results, which is used as a reference for promotion and review of individual salary and compensation of management. Each year, we also regularly check the list of potential managers to ensure that we have a quality and sufficient pool of talent to serve as a reserve for the senior leadership team.

Independent Directors Election Information

The Articles of Incorporation of the Company stipulate that the number of independent directors in the Company shall not be less than three, and shall not be less than one-fifth of the number of directors. The candidate nomination system is adopted, and the shareholders' meeting shall select from the list of independent director candidates. The methods for accepting the nomination of independent directors and announcements shall be handled in accordance with relevant laws and regulations such as Company Act and Securities and Exchange Act as prescribed by the competent authorities.

Name	Experience (Education)	Concurrent Positions of Companies
Hung-Tze Jan	Department of Economics, National Taiwan University Chief Editor, United Daily News Wan-Hsiang Edition General Manager, Yuan-Liou Publishing Chairman, Cite Media Holding Group	Chairman, PChome Online Inc.
Chien-Ping Hsieh	Ph.D. in Finance, Kent State University, Ohio Master of Business Administration, University of Missouri Columbia Chairman/General Manager, China Investment Chief Financial Officer and Deputy General Manager, Chunghwa Telecom Deputy General Manager and Spokesperson, Mega Financial Holdings Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology	Professor, Graduate Institute of Finance, National Taiwan University of Science and Technology
Ching-Chi Wu	Ph.D., Department of Educational Psychology, University of Minnesota Bachelor of Education, National Chengchi University Member of the Executive Yuan Cultural and Creative Industry Promotion Group/Digital Content Industry Development Committee Committee Member, Chunghwa Investment Fund Management Association Chairman, National Chung Cheng Cultural Center Professor and Head of the Department of Psychology, National Chengchi University Adjunct Professor of Graduate Institute of Business Administration, Entrepreneur Class, EMBA, IMBA of National Chengchi University	Emeritus Professor, National Chengchi University

Major Board Resolutions

2023/07/14 The Company resolved to adjust cash dividend ratio
2023/03/08 The Board of Directors resolved to convene the 2023 Annual Regular Shareholder Meeting
2023/03/08 Resolution by the board of directors to distribute dividends.