1、Disclosure of information on professional qualifications of directors and supervisors and independence of independent directors

2、Diversity and independence of the Board of Directors:

• (1) Diversity of the Board of Directors:
  According to the Company’s Corporate Governance Best Practice Principles, the composition of the board of directors shall be determined by taking diversity into consideration. The directors who hold positions as the Company’s managers shall be no more than one-third of all directors, and an appropriate policy on diversity shall be formulated based on the Company’s business operations, operating dynamics, and development needs. It is advisable that the policy includes, but is not limited to, the following two general standards:
  • A. Basic conditions and values: gender, age, nationality and culture, among which, the ratio of female directors should reach one-third of the board seats.
  • B. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.
  Each board member shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal objectives of corporate governance, the Board of Directors as a whole should possess the following competencies: A. Operational judgment, B. Accounting and financial analysis, C. Business management, D. Crisis management, E. Industry knowledge, F. International market perspective, G. Leadership, H. Decision-making abilities, and I. Sustainability management.
  The Company currently has nine directors, all of whom are Taiwanese nationals. The Board comprises four independent directors, one female directors, and three director with employee status.
  The core of director diversity is as follows:

   

  Name	Nationality	Gender	Age	Whether concurrently serving as an employee of the Company or its subsidiaries	The ability to make judgments about operations	Accounting and financial analysis ability	Business management ability	Crisis management ability	Industry knowledge	International market perspective	Leadership ability	Decision-making ability	Sustainability management capabilities
  CHOU, WAN-SHUN	Republic of China	M	71-80	V	V	V	V	V	V	V	V	V	V
  LEE, CHUNG-YI	Republic of China	M	61-70	V	V	V	V	V	V	V	V	V	V
  YEH, CHWEI-JING	Republic of China	M	61-70		V	V	V	V	V	V	V	V	V
  LIN, WU-CHUN	Republic of China	M	81-90		V		V	V		V			V
  CHOU, MENG-HSIEN	Republic of China	M	40-50	V	V	V	V	V	V	V	V	V	V
  KUO, CHUNG-CHIEN	Republic of China	M	71-80		V	V	V	V		V	V	V	V
  HUNG, SHUN-CHING	Republic of China	M	61-70		V	V	V	V		V	V	V	V
  LU YUEH-SEN	Republic of China	F	61-70		V	V	V	V		V
  CHU,MU-TAO	Republic of China	M	61-70		V		V	V	V	V	V	V	V

• (2) Independence of the Board:
    The election process of the Company’s directors is open and fair, in line with regulations stipulated in the Company’s “Articles of Incorporation,” “Rules for Director Elections,” “Corporate Governance Best Practice Principles,” “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and “Article 14-2 of the Securities and Exchange Act.” The composition of the current Board is four independent directors (44.44%) and five non-independent directors (55.56%). Among them, only Chairman Chou, Wan-Shun and Director Lee, Chung-Yi and Chou, Meng-Hsien have relationships with spouses or second-degree relatives. Therefore, more than half of the seats on the board are held by individuals who do not have such relationships.
    The Company’s Board of Directors guides company strategies, supervises management, and is responsible for the Company and its shareholders. The Board of Directors exercises its responsibilities in all operations and arrangements of the corporate governance system in accordance with the law, the Articles of Incorporation, and the resolutions of the shareholders’ meeting. The Company’s Board emphasizes its independent operations and transparency functions. Moreover, all directors and independent directors are independent individuals exercising their responsibilities independently. In conjunction with the responsibilities of the Audit Committee, the four independent directors review the control of the Company’s existing or potential risks as required by applicable laws and regulations. By doing so, the Audit Committee ensures the effective implementation of supervision over the Company’s internal controls, the appointment (and dismissal) of CPAs and their independence, as well as the appropriate interpretation of financial statements. According to the Company’s “Rules for Director Elections,” the cumulative voting system and candidate nomination system have been adopted to elect directors and independent directors, with which shareholders are engaged. Shareholders holding a certain number of shares may propose a list of candidates and review the qualifications of these candidates and check whether they violate any of the matters listed in Article 30 of the Company Act. Related acceptance of proposals is carried out and announced according to the law to ensure the rights and interests of shareholders as a means to avoid monopoly or excessive nomination rights and maintain independence.
    The Company has established the “Regulations Governing the Performance Evaluation of the Board of Directors” and conducts an annual performance evaluation of the entire Board, individual directors, the Audit Committee, and the Remuneration Committee. The results are submitted to the Board for review and improvement, and disclosed in the Company’s annual report.