Operation of Functional Committees
Professional Qualifications and Experience
| Title/ Name | Professional Qualification Requirements and Work Experience | Independence Criteria | Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director |
|---|---|---|---|
| Independent director Huang, Win-Jung | Education: Department of Business Administration Feng Chia University Work Experience: Secretary General of Importers and Exporters Association of Taipei. Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | All independent directors comply with the relevant provisions of Article 14-2 of “Securities and Exchange Act” and“Regulatio ns Governing Appointment of Independent Directors and Compliance Matters for Public Companies” issued by Taiwan’s Securities and Futures Bureau. | 0 |
| Independent director Hsieh,Ming-Jen | Education: Master of Accountancy National Chengchi University Work Experience: Adjunct Associate Professor of National Taipei University of Business Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | 0 | |
| Independent director Lin,Teng-Ron | Education: Chemical Industry, Chung Yuan Christian University Work Experience: President of HuaDong United Can Co., Ltd. Adjunct Associate Professor of Department of Mechanical Engineering, NUU Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | 0 |
| Position & Name | Professional Background | Business Judgment | Accounting & Finance | Business Management | Crisis Management | Industry Knowledge | International Market Perspective | Leadership Skills | Decision-Making Ability | |
|---|---|---|---|---|---|---|---|---|---|---|
| Independent Directors | Huang, Win-Jung | International Marketing | V | V | V | V | V | |||
| Hsieh Ming-Jen | Accounting & Information | V | V | V | V | V | ||||
| Lin, Teng-Rong | Chemical Engineering | V | V | V | V | V | ||||
Operational Method
It must operate in accordance with the Company’s “Articles of Association of Remuneration Committee”.
Functionality
The Committee evaluates the remuneration policy and system related to directors and managerial officers, professionally and objectively.
It convenes at least two meetings annually, and special meetings whenever necessary, in order to propose suggestions to the Board of Directors as the reference for the Board’s decision making.
Authority
The Committee members must exercise the following authority with due diligence as a good administrator, take responsibility toward the Board of Directors and submit all of its suggestions to the Board of Directors for discussion:
1. Stipulate and review regularly the performance appraisal and compensation policies, systems, standards and structures of the directors and managerial officers.
2. Regularly review and set directors’ and managerial officer’s compensation policies.
The Remuneration Committee must comply with the following standards when exercising its authority.
1. The compensation and salary must be managed in line with the Company’s compensation philosophy.
2. Never guide directors and managerial officers to engage in any activities beyond the Company’s exposure to risk to pursue rewards.
3. The Committee members must recuse themselves from discussion and voting for any decision made for personal compensation and salary.
1. The Company’s Remuneration Committee is composed of three members.
2. The term of office for current members runs from 27 June 2023 through 18 June 2026.
The company’s remuneration committee held a total of 2 meetings in the recent year. The attendance of the members is as follows:
Committee Member Qualifications and Attendance:
| Position | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Huang, Win-Jung | 2 | 0 | 100% | |
| Member | Hsieh, Ming-Jen | 2 | 0 | 100% | |
| Member | Lin, Teng-Rong | 2 | 0 | 100% | |
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company's response to the remuneration committee's opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members' opinions and the response to members' opinion should be specified: None. | |||||
Resolutions decided upon by the Remuneration Committee during the most recent year and as of the date of publication of the Annual Report:
| Term | Contents | The opinions of All members | The Company's response to the Remuneration Committee's opinion |
|---|---|---|---|
| 4th Meeting in 5th Session 2025.02.25 | 1. The remuneration and bonus payment of all directors and managers of the company and its financial reports. 2. The salary distribution of employees and directors in 2024 | The proposal was approved as proposed. | According to the resolution |
| 5th Meeting in 5th Session 2025.11.04 | 1. The remuneration and bonus payment of all directors and managers of the company and its financial reports. 2. Set the 2026 meeting schedule of the compensation committee. | The proposal was approved as proposed. | According to the resolution |
The Company’s “Auditing Committee” was established on July 5, 2017, which replaced the supervisors. The Committee members consist of the whole independent directors. One independent director is elected by the whole members to serve as the convener.
Professional Qualifications and Experience
| Title/ Name | Professional Qualification Requirements and Work Experience | Independence Criteria | Number of Other Taiwanese Public Companies Concurrently Serving as an Independent Director |
|---|---|---|---|
| Independent director Huang, Win-Jung | Education: Department of Business Administration Feng Chia University Work Experience: Secretary General of Importers and Exporters Association of Taipei. Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | All independent directors comply with the relevant provisions of Article 14-2 of “Securities and Exchange Act” and“Regulatio ns Governing Appointment of Independent Directors and Compliance Matters for Public Companies” issued by Taiwan’s Securities and Futures Bureau. | 0 |
| Independent director Hsieh,Ming-Je | Education: Master of Accountancy National Chengchi University Work Experience: Adjunct Associate Professor of National Taipei University of Business Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | 0 | |
| Independent director Lin,Teng-Rong | Education: Chemical Industry, Chung Yuan Christian University Work Experience: President of HuaDong United Can Co., Ltd. Adjunct Associate Professor of Department of Mechanical Engineering, NUU Professional Qualification: NOTE (1). None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law. | 0 |
Expertise Matrix of Independent Directors
| Position & Name | Professional Background | Business Judgment | Accounting & Finance | Business Management | Crisis Management | Industry Knowledge | International Market Perspective | Leadership Skills | Decision-Making Ability | |
|---|---|---|---|---|---|---|---|---|---|---|
| Independent Directors | Huang, Win-Jung | International Marketing | V | V | V | V | V | |||
| Hsieh Ming-Jen | Accounting & Information | V | V | V | V | V | ||||
| Lin, Teng-Rong | Chemical Engineering | V | V | V | V | V | ||||
It must operate in accordance with the Company’s “Articles of Association of the Auditing Committee”, and perform the functions including:
1.Official powers of the audit committee
(1) Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
(4) A matter bearing on the personal interest of a director.
(5) A material asset or derivatives transaction.
(6) A material monetary loan, endorsement, or provision of guarantee.
(7) The offering, issuance, or private placement of any equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or the compensation given thereto.
(9) The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) Annual and quarterly financial reports, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
(11) Any other material matter so required by the company or the Competent Authority.
2. Highlights in 2025:
(1) Audit on Financial Reports
The Board of Directors has prepared the Company’s 2024 annual operating report, financial statements, and profit distribution proposal. The financial statements have been audited by Deloitte Touche Tohmatsu and have issued an audit report. The Audit Committee has reviewed the operating report, financial statements, and profit distribution proposal and has determined that there are no discrepancies.
(2) Appraisal on effectiveness of the internal control system
The Company evaluates the design and execution of its internal control system based on the criteria specified in “Regulations Governing Establishment of Internal Control Systems by Public Companies” to determine whether the design and execution of the 2024 internal control system are
effective.
It was passed at 7th meeting of Auditing Committee in 3rd Session on Feb. 25, 2025. The “Declaration of Statement for Internal Control System” 2024 was issued upon approval as resolved at 10th meeting of the Board of Directors in 17th Session on Feb. 25, 2025.
(3) Appointment of External Auditor
The Auditing Committee is appointed to supervise the CPA’s independence to ensure the impartiality of financial statements. In order to ensure the CPA office’s independence, the Auditing Committee must prepare the independence assessment form in accordance with Article 47 of the Certified Public Accountant Act and the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 “Integrity, Objectivity and Independence” to appraise the independence, expertise and competence of the CPA and determine whether the external auditor is a related party with the Company or has business or financial interest with the Company. It was passed at 7th meeting of Auditing Committee in 3rd Session on Feb. 25, 2025. Then, Liu,Ming-Hsien, CPA and Cheng,Chin-Tsung, CPA of Deloitte & Touche, Taiwan were held satisfying the independence appraisal indicators as resolved at 10th meeting of the Board of Directors in 17th Session on Feb. 25, 2025 and, therefore, qualified as the CPAs certifying the Company’s finance and taxation.
(2) Appointment of the Certifying Accountant
The Audit Committee is responsible for overseeing the independence of the accounting firm to ensure the fairness of financial reporting. To maintain independence, the committee refers to Article 47 of the Certified Public Accountant Act and Bulletin No. 10 on Professional Ethics for Accountants (“Integrity, Fairness, Objectivity, and Independence”) to establish an independence evaluation framework. The evaluation covers the independence, professionalism, and suitability of the accountants, including their financial and business relationships with the company.
After review, at the 3rd Audit Committee meeting on February 26, 2024, and approval by the 17th Board of Directors at its 5th meeting on the same day, Deloitte Taiwan accountants Liu Ming-Hsien and Cheng Chin-Tsung were confirmed to meet the independence assessment standards and were deemed qualified to serve as the company’s financial and tax certifying accountants.
A total of 4(A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:
| Position | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Independent Director | Huang Wen-Jung | 4 | 0 | 100% | - |
| Independent Director | Hsieh Ming-Jen | 4 | 0 | 100% | - |
| Independent Director | Lin, Teng-Rong | 4 | 0 | 100% | - |
| Other mentionable items: 1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion should be specified: (1) Matters referred to in Article 14-5 of the Securities and Exchange Act.: Note 1 (2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors.: None. 2. If there are independent directors' avoidance of motions in conflict of interest, the directors' names, contents of motion, causes for avoidance and voting should be specified:: None. 3.Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.): Note 2、 Note 3、 Note 4 | |||||
| Term | Contents | The opinions of all members | The Company's response to the Audit Committee's |
|---|---|---|---|
| 7th Meeting in 3rd Session 2025.02.25 | 1.The financial statements of 2024. 2.The distribution of retained earnings of 2024. 3.The evaluation of external auditor’s independence. 4.The statement of internal control system of 2024. 5.The business report of 2024. | The proposal was approved as proposed | According to the resolution |
| 8th Meeting in 3rd Session 2025.04.29 | 1. The consolidated financial statements for first quarter of 2025. | The proposal was approved as proposed | According to the resolution |
| 9th Meeting in 3rd Session 2025.07.29 | 1.The financial statements for first half year of 2025. | The proposal was approved as proposed | According to the resolution |
| 10th Meeting in 3rd Session 2025.11.04 | 1.The consolidated financial statements for third quarter of 2025. 2.Amendments to the Payroll Cycle Section of the Company's "Internal Control System" and "Internal Audit Implementation Rules". 3.Internal auditing proposal of 2026. 4.The Company's loan transactions with financial institutions and execution of various trading contracts. 5.Authorization of the financial hedge against foreign exchange positions underwritten by the Company in 2026. | The proposal was approved as proposed | According to the resolution |
Note 2. Communication between independent directors and the chief internal auditor & CPAs
(1) The monthly audit report and quarterly follow-up report will be sent to independent directors. Meanwhile, the chief internal auditor will report to the independent directors on business at the Auditing Committee meeting periodically, and communicate with the Committee members about the execution result about the audit report, and follow-up on the deficiencies and suggestions fed back upon internal audit.
(2) The CPAs will report to the independent directors about their audit (review) on financial statements and internal control system at the Auditing Committee meeting on a quarterly basis.
Meanwhile, they will also communicate with the independent directors about adjustment of entries and whether new/amended laws and regulations would affect the financial statements.
Note 3. Summary of communications between independent directors and chief internal auditor
The communications with the Company’s independent directors about audit operations and results thereof are considered fair.
The communications between the independent directors and the internal auditors are listed in the table below.
| Date | Communication focus |
|---|---|
| 2025.02.25 | 1. Internal audit report in Oct.-Dec.2024. 2. Judgment on effectiveness of the internal control system in 2024 |
| 2025.04.29 | 1. Internal audit report in Feb. - Mar. |
| 2025.07.29 | 1. Internal audit report in Apr. - Jun. |
| 2025.11.04 | 1. Internal audit report in Jul. - Sep. 2. Audit Project for 2026 |
No additional suggestions have been raised by independent directors at last communication meeting.
Note 4. Summary of communications between independent directors and CPAs
The communications between independent directors and CPAs are considered fair.
The communications between the independent directors and CPAs are listed in the table below.
| Date | Communication focus |
|---|---|
| 2025.02.25 | Results of parent company only and consolidated financial statements 2024 and discussion and communication about impact posed by new/amended laws and regulations |
| 2025.04.29 | Result of the Company's consolidated financial statements for 2025 Q1, and discussion and communication about impact posed by new/amended laws and regulations. |
| 2025.07.29 | Result of the Company's consolidated financial statements for 2025 Q2, and discussion and communication about impact posed by new/amended laws and regulations. |
| 2025.11.04 | 1.Result of the Company's consolidated financial statements for 2025 Q3, and discussion and communication about impact posed by new/amended laws and regulations. 2. The CPAs briefed the key audit matters communicated (before the audit) between the CPAs and governance unit. |
No additional suggestions have been raised by independent directors at last communication meeting.
Sustainability Committee
In order to establish a good governance system for the Company and actively promote the implementation of corporate sustainable development goals, the Company established a Sustainability Committee under the Board of Directors on April 30, 2024. In accordance with the Company’s “Sustainability Committee Organization Charter”, it will hold at least one meeting each year and report the implementation results and plans to the Board of Directors.
The committee is composed of two independent directors and one director. The committee’s responsibilities and operations are as follows:
Committee Responsibilities
1. Promotion and development of matters related to sustainable development.
2. Promote and strengthen corporate governance and integrity management systems.
3. Supervise other sustainable development related work matters approved by the board of directors.
The term of office of this committee is from April 30, 2024 to June 18, 2026. The Sustainability Committee met twice in 2025. The committee’s professional qualifications, experience, and operational status are as follows:
Attendance Record
| Title | Name | Sustainable expertise and capabilities | Actual Attendance (B) | Attendance by Proxy | Attendance Rate (% B/A) |
|---|---|---|---|---|---|
| Convener (Independent Director) | Huang Wen-Jung | Human rights protection, Corporate governance operations | 2 | 0 | 100% |
| Member (Independent Director) | Lin Teng-Jung | Enterprise risks, employee rights protection | 2 | 0 | 100% |
| Member (Chairman) | Chiang Ming-Li | Corporate governance operations, energy conservation and carbon reduction energy managemen | 2 | 0 | 100% |
| Meeting Date | Contents | Discussion/resolution status |
|---|---|---|
| 2th Meeting in 1st Session 2025.02.25 | 1. Report on the implementation of the company's greenhouse gas inventory. 2. Report on the self-assessment results of the governance evaluation 3. Discuss the preparation and implementation of the company's perpetual report. | The proposal was passed after consultation with the other members present and no objections were raised. It was then submitted to the Board of Directors for report and resolution. |
| 3th Meeting in 1st Session 2025.07.29 | 1. Report on the implementation of the company's greenhouse gas inventory. 2. Discuss the company's 2024 sustainability report. 3. Discuss and formulate the company's greenhouse gas reduction management policy. 4. Discuss and formulate the company's internal carbon pricing policy. 5. Discuss and formulate the company's intellectual property management policy and management plan. | The proposal was passed after consultation with the other members present and no objections were raised. It was then submitted to the Board of Directors for report and resolution. |

