Promotion and Implementation of Corporate Governance

On May 11, 2023, the Board of Directors resolved to establish the position of Corporate Governance Officer. On February 27, 2025, the Board further resolved to appoint Mr. Chien-Chih Yeh, Chief Financial Officer, to concurrently serve as the Corporate Governance Officer, reporting directly to the Chairman of the Board. Mr. Yeh has more than three years of experience serving as a financial executive of a public company, and his qualifications are in compliance with applicable legal requirements.

Implementation of Corporate Governance-Related Matters in 2025

1. Planned and scheduled the annual meetings of the Board of Directors and functional committees; prepared agendas and distributed meeting materials to directors and functional committee members at least seven days in advance; provided prior reminders regarding proposals requiring recusal due to conflicts of interest; and delivered minutes of Board meetings within 20 days following each meeting.
   In 2025, the Board of Directors convened 5 meetings; the Audit Committee convened 5 meetings; and the Remuneration Committee convened 4 meetings.
2. Regularly arranged communication meetings between independent directors and both the external auditors and the head of internal audit. For a summary of these communications, please refer to the "Functional Committees" page of this website.
3. Reported to the Board on February 27, 2025, regarding stakeholder engagement activities carried out during 2024.
4. On February 27, 2025, the Board approved the procurement of directors’ liability insurance. The insurers are AIG Asia Pacific Insurance Pte., Taiwan Branch, and Chubb Insurance Ltd. Taipei Branch. The insured amount is USD 15 million, with coverage from March 21, 2025, to March 21, 2026.
5. Uploaded the Chinese and English versions of the Shareholders’ Meeting Agenda Handbook and supplemental materials on April 25, 2025 (30 days prior to the annual general meeting).
6. Uploaded the 2024 English Annual Financial Report on May 7, 2025 (within two months after the filing deadline for the Chinese-language interim financial report).
7. Uploaded the Chinese and English versions of the 2024 Annual Report on May 7, 2025 (18 days prior to the annual general meeting, and within two months following the filing deadline of the Chinese interim financial report).
8. Convened the 2025 Annual General Meeting earlier than usual, on May 26, 2025, and prepared bilingual (Chinese and English) meeting materials and annual reports.
9. Arranged annual internal and external performance evaluations of the Board of Directors, Board members, and functional committees. The 2024 internal Board performance evaluation was reported to the Board on February 27, 2025. The 2025 external Board performance evaluation was commissioned to the Taiwan Association for Board Governance and was completed in the fourth quarter of 2025. The 2025 internal Board performance evaluation is expected to be reported in the first quarter of 2026. Please refer to the "Board of Directors" page of this website for details on the Board of Directors performance evaluation.
10. Assisted directors in arranging appropriate training courses. In 2025, each director completed at least 6 hours of continuing education.
11. In compliance with the “Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies,” directors were notified of closed trading periods during which they are prohibited from trading company shares: 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report.

Continuing Education of the Corporate Governance Officer in 2025

In accordance with applicable regulations, the Corporate Governance Officer must complete at least 18 hours of training within one year after appointment by the Board, and no fewer than 12 hours of continuing education each subsequent year. In 2025, Mr. Chien-Chih Yeh, Chief Financial Officer and Corporate Governance Officer, completed a total of 18 hours of continuing education, as follows:

Prevention of Insider Trading

The Company conducts education and awareness training on the prevention of insider trading and relevant laws and regulations for incumbent directors, managers, and employees at least once a year. On December 3, 2025, the Company provided such education and awareness training via email to eight incumbent directors and three internal managers. The training content included the scope and determination process of insider trading, the scope of material non-public information and confidentiality procedures, case studies, legal compliance, and practical matters related to the protection of trade secrets. In addition, the training presentation and materials were made available to all employees in Taiwan via the Company’s intranet system. Employees were required to pass an online test for the training to be considered complete.

Each month, the Company notifies directors, managers, and other insiders by email of the dates on which stock trading is prohibited, to ensure that insiders comply with the Company’s “Procedure for the Prevention of Insider Trading.” In accordance with these regulations, insiders are prohibited from trading the Company’s shares during blackout periods, including the day of and one day before and after the monthly revenue announcement, investor conferences, and Board of Directors meetings, as well as the 30 days prior to the announcement of annual financial reports and the 15 days prior to the announcement of each quarterly financial report.

In 2025, the Company notified all directors and insiders by email of the blackout periods prior to the announcement of each quarterly financial report as follows: