Information concerning the Board of Directors
- (1) A total of nine (A) meetings were held in the last year; below are directors’ attendance records:
(2025.1.1 –2025.12.31)Position Name Actual attendance (B) Attendance by proxy Attendance Rate (%)[B/A] Remarks Chairman CHOU, WAN-SHUN 6 0 100% Reelected (2023.5.30) Vice Chairman Lee, Chung-Yi 6 0 100% Reelected (2023.5.30) Director LIN, WU-CHUN 6 0 100% Reelected (2023.5.30) Director YEH, CHWEI-JING 4 0 67% Reelected (2023.5.30) Independent Director LEE, JIH-CHIEN 6 0 100% Reelected (2023.5.30) Independent Director KUO, CHUNG-CHIEN 6 0 100% Reelected (2023.5.30) Independent Director CHANG, HSIEN-SUNG 5 1 83% Reelected (2023.5.30) Independent Director HUNG, SHUN-CHING 6 0 100% Newly elected (2023.5.30) Other matters required to be recorded:
For board of directors meetings that meet any of the following circumstances, specify the date, session, the content of the proposal, independent directors’ opinions and the Company’s response to such opinions:- (I) Conditions described in Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee. Therefore, Article 14-3 of the Securities and Exchange Act shall not apply. For related information, please refer to the Operation of Audit Committee in the annual report.
- (II) Except for said matters, independent directors had any dissenting or reserved opinions regarding other resolutions approved by the board of directors, for which there is a record or declaration in writing: None.
- I. Regarding recusals of directors from voting due to conflicts of interests, the names of directors, details of the relevant agendas, reasons for recusals, and the results of voting:
Date of meetings Term Motions Name of Director Reasons of the recusal for conflict of interest Participation on voting January 21, 2025 13th time Distribution of the 2024 year-end bonus CHOU, WAN-SHUN President of the Company concurrently The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. March 4, 2025 14Th time Distribution of the 2024 year-end bonus for supervisors CHOU, WAN-SHUN President of the Company concurrently The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. May 12, 2025 15th time Distribution of employee compensation for 2024 CHOU, WAN-SHUN President of the Company concurrently The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. November 4, 2025 18th time Acquisition of transferable development rights for land purchase CHOU, WAN-SHUN Stakeholder The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. March 10, 2026 20rd time Distribution of the 2024 year-end bonus CHOU, WAN-SHUN Stakeholder The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. April 14, 2026 21th time Distribution of directors’ and employee compensation (management) for 2025 CHOU, WAN-SHUN Stakeholder The director recused himself for conflict of interest pursuant to laws and from the discussion and voting. - II. The information on the frequency, period, scope, method and content of TWSE/TPEx listed company’s Board of Director self-evaluation (or peer assessment) shall be disclosed. State the status of the Company’s Board evaluation in Table 2(2): Please refer to the explanation in 2. Execution status of the board evaluation.
- III. Targets for strengthening of the functions of the Board during the current and the most recent years
- (I)The Company has established an Audit Committee since July 1, 2017
- (II)The Company’s Board of Directors shall meet at least once per quarter and is responsible for the fair presentation of the Company’s financial statements, the independence and performance of external auditors, the effective implementation of the Company’s internal control system, the Company’s compliance with relevant laws and regulations, and the control over the Company’s existing or potential risks. The Board of Directors’ operation is considered successful.
- (III)In order to enhance new operational knowledge and knowledge about laws, the Company arranges lectures and related securities laws and regulations training for its directors and officers from time to time. To enhance information transparency, the Company’s internal auditors submit audit reports to independent directors on a regular basis. Independent directors communicate with the financial officer and internal auditors from time to time to understand the Company’s overview of operations.
Implementation evaluation: Attendance status of independent directors in the current year and the most recent year: V (attended in person)
2025 1/21 3/4 4/10 5/12 8/5 11/4 LEE, JIH-CHIEN V V V V V
(Video)V KUO, CHUNG-CHIEN V V V V V V CHANG, HSIEN-SUNG V V V V V HUNG, SHUN-CHING V V V V V V 2026 1/29 3/10 4/14 LEE, JIH-CHIEN V V V
(Video)KUO, CHUNG-CHIEN V V V CHANG, HSIEN-SUNG V V V HUNG, SHUN-CHING V V V - (2)The implementation status of the performance evaluation of the board of directors
Evaluation cycles Evaluation periods Evaluation scope Evaluation method Evaluation content Enforced once a year From January 1, 2025 to December 31, 2025 1.Self-evaluation of the performance of the Board of Directors
2.Self-evaluation by individual directors
3.Self-evaluation on performance evaluation of functional committee members (Audit Committee, Remuneration Committee)- 1. Self-evaluation of the performance of the Board of Directors:
- (1) Participation in the operation of the Company;
- (2) Improving the quality of the board’s decision-making;
- (3) Composition and structure of the Board of Directors;
- (4) The director’s professionalism and continuing education.
- (5) Internal control.
- 2. Self-evaluation by individual directors:
- (1) Alignment of the goals and mission of the company;
- (2) Awareness of the duties of a director;
- (3) Participation in the operation of the company;
- (4) Management of internal relationship and communication;
- (5) The director’s professionalism and continuing education; and
- (6) Internal control.
- 3. Self-evaluation on performance evaluation of functional committee members (Audit Committee, Remuneration Committee):
- (1) Participation in the operation of the company.
- (2) Awareness of the duties of the functional committee;
- (3) Improving the quality of decision- making by functional committees;
- (4) Composition of functional committees and election of members;
- (5) Internal control.
- 1. Self-evaluation of the performance of the Board of Directors:
- Conclusions and Improvement Recommendations for Board Performance Evaluation:
The Company’s 2025 Board of Directors and functional committee performance evaluations were conducted using a questionnaire approach. The results were submitted to the Board of Directors on March 10, 2026 for review and improvement. The overall operation of the Board and its functional committees is sound and in compliance with corporate governance requirements. Members of the Board and committees have duly fulfilled their responsibilities in supporting the Company’s operational development and have effectively enhanced the Board’s functions. - Based on the evaluation results, certain directors noted that (1) understanding of the Company’s objectives and mission, and (2) directors’ professional expertise and continuing education require further improvement. The following recommendations are proposed to enable directors to more fully and promptly understand the Company’s operations and to enhance their professional capabilities, thereby meeting the expectations of the Board.
Items for Improvement Improvement Recommendations (1) Alignment of the goals and mission of the company The Management Department presented the 2026 Annual Operating Plan to the Board of Directors at the meeting held on January 29, 2026, and has commenced implementation of the various initiatives under the “Annual Planning Guidelines” as instructed by the Chairman. It is recommended that the management team ensure the effective execution of established objectives and tasks, regularly report on implementation progress to the Board, and solicit valuable input from each director. Such practices are expected to enhance directors’ engagement in the Company’s operations and contribute positively to corporate governance. (2) Directors’ Professional Development and Continuing Education The Company arranged director training programs in 2025 that included the “21st (2025) Corporate Governance Summit Forum” organized by the Taiwan Corporate Governance Association, as well as the “AI Development and Cybersecurity Risks” course offered by the Securities and Futures Institute. These programs were designed to enhance corporate governance effectiveness and strengthen the Company’s ability to respond to emerging risks.
In 2026, the Company will continue to arrange similar training programs to further support directors in deepening their focus on AI technology applications, cybersecurity governance, and evolving trends in modern corporate governance.