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Other matters required to be recorded:
- Where any of the following circumstances arise in the operation of the Board of Directors, the following particulars shall be stated: the date and session of the Board meeting, the content of the resolution, the opinions of all independent directors, and the Company's handling of the independent directors' opinions:
(1).Matters listed under Article 14-3 of the Securities and Exchange Act: The Company appointed independent directors by written resolution of shareholders on 20 March 2020 and concurrently established an Audit Committee. Therefore, the provisions of Article 14-3 of the Securities and Exchange Act do not apply. For explanations regarding matters listed under Article 14-5 of the Securities and Exchange Act, please refer to the Audit Committee's operational procedures. (2).In addition to the foregoing matters, any other resolutions passed at board meetings where independent directors have expressed opposition or reservations, supported by records or written statements: none.
- The implementation of directors' recusal from proposals involving conflicts of interest shall specify the director's name, the proposal's content, the grounds for recusal, and the circumstances of their participation in the vote.
| Board meeting date/term | Director’s name | Proposal | Reasons for recusal | Participation in voting |
01.16.2024 The 6th meeting of the 3rd session |
Hu, Shiang-Chi Tong, Chun-Jen ong, Chun-Yi Obara Masami |
2023 Cash Capital Increase Issuance of New Shares and Allocation of Subscription Amount to Managers and Employees |
Self-interest – acting as both manager and holding company manager |
He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection |
01.16.2024 The 6th meeting of the 3rd session |
Hu, Shiang-Chi |
Proposal for the payment of year-end bonuses to managers for the year 2023 |
Self-interest–acting as a manager |
He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection |
09.24.2024 The 10th Session of the 3rd Session |
Hu, Shiang-Chi and Obara Masami |
2023 Annual Manager Compensation Payment |
Self-interest – acting as a manager |
He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection |
01.14.2025 The 13th Session of the 3rd Session |
Hu, Shiang-Chi |
Proposed Scheme for the Payment of Year-End Bonuses to Managers for the 2024 Financial Year |
Personal interests - acting as one's own manager |
He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection |
- Board evaluation of implementation:
| Evaluation cycle | During the assessment period | Scope of assessment | Assessment Method | Assessment Content |
| Once a year |
2024/01/01 ~ 2024/12/31 |
Board Performance Assessment |
Internal Self-Assessment of Board Members |
A. Level of involvement in company operations B. Enhancing the quality of board decision-making C. Board composition and structure D. Appointment and continuing professional development of directors E. Internal controls F. Other items |
| Once a year |
2024/01/01 ~ 2024/12/31 |
Performance assessment of individual directors |
Self-assessment by Directors |
A. Understanding of the company's objectives and mission B. Recognition of directors' responsibilities C. Level of involvement in company operations D. Management of internal relationships and communication E. Directors' professional expertise and continuing professional development F. Internal controls G. Other items |
| Once a year |
2024/01/01 ~ 2024/12/31 |
Performance Evaluation of Functional Committees (Audit Committee and Remuneration Committee) |
Self-assessment by committee members |
A. Level of involvement in company operations B. Understanding of functional committee responsibilities C. Enhancing the quality of functional committee decision-making D. Composition and member selection of functional committees E. Internal controls F. Other items |
| carried out every three years |
2022/08/01 ~ 2023/07/31 |
Board of Directors Performance Assessment |
Taiwan Corporate Governance Association |
A. Composition of the Board of Directors. B. Guidance of the Board of Directors. C. Authorisation of the Board of Directors. D. Supervision of the Board of Directors. E. Communication of the Board of Directors. F. Internal Control and Risk Management. G. Self-Regulation of the Board of Directors. H. Other matters such as Board meetings and support systems. |
- Assessment of Objectives and Implementation Status for Enhancing Board Functionality in the Current and Most Recent Financial Years:
(1). The Company convenes at least one Board meeting per quarter to review operational performance and discuss key strategic initiatives. During the 2024 financial year, seven Board meetings were held, with an overall attendance rate of 98% among directors. (2) The Company has established an Audit Committee and a Remuneration Committee, and resolved by the Board of Directors on 8 May 2024 to establish a Sustainability Committee. (3) When the Board of Directors convenes, it is required to invite the Company's certified public accountant and heads of departments to attend and report to the directors and independent directors on the status of financial statement audits, the Company's recent financial, operational and research and development activities, sustainable development initiatives, and internal audit findings. This ensures directors receive the most comprehensive and detailed information. (4) The Company has designated personnel responsible for the disclosure of information on its corporate website and the Public Information Observation Station. It has established the ‘Internal Procedures for Handling Material Information and Preventing Insider Trading’ and the ‘Procedures for Reporting Significant Unforeseen Events’ to enhance the transparency of information disclosure. (5) To strengthen corporate governance, the Board of Directors has adopted the following codes and procedures: the Corporate Governance Code of Practice, the Code of Integrity in Business Operations, the Integrity in Business Operations Procedures and Guidelines, the Sustainable Development Code of Practice, the Ethical Conduct Standards, the Risk Management Policy, the Standard Operating Procedure for Handling Directors' Requests, and the Implementation Guidelines for Directors' Continuing Professional Development. The Company will continue to revise other relevant regulations to uphold the highest principles of corporate governance. (6) To implement corporate governance and enhance the Board's functionality and operational efficiency, the Board of Directors has resolved to establish the ‘Board Performance Evaluation Procedures’. These procedures mandate an annual internal assessment of the Board, its members, and all functional committees. The 2024 evaluation results shall be submitted to the Board meeting on 14 January 2025. In 2023, the ‘Chinese Corporate Governance Association’ was commissioned to conduct an external performance assessment of the Board covering the period from 1 August 2022 to 31 July 2023. The assessment findings and improvement plan were submitted to the Board meeting on 16 January 2024 and disclosed on the Company's website.
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