Corporate Governance Officer
Setting up corporate governance supervisors
The company passed the resolution of the board of directors on March 30, 2021, and manager Wang, Chen-Kang was appointed as the director of corporate governance, responsible for corporate governance affairs. Its terms of reference include:- Provide the directors with the needed information to carry out their business and the latest regulatory developments related to operating the Company to assist directors in regulatory compliance and assistance to the Directors in taking office and continuing education.
- Implement matters related to the Audit Committee, Remuneration Committee, Board of Directors and Shareholders' meeting, and assist the Company in regulatory compliance.
- Prepare minutes of the Audit Committee meetings, Remuneration Committee and Board meetings and Shareholders’ meetings.
- Implement related issues to the Shareholders' meeting according to the law, including registration of the date of the Shareholders' meeting; making meeting notices, procedure manuals, minutes of the Shareholders' meeting, etc.; holding Shareholders' meetings and making announcements and declarations in accordance with relevant regulations. If there are amendments to the articles of association or re-election of directors, the registration of changes will be processed after completion.
- Regularly handle the performance evaluation of the Board of Directors every year and submit the reports to the Board of Directors.
- Promote and implement corporate governance matters such as the preparation of ESG reports, integrity management education and training, and the corporate governance evaluations.
The 2025 training activities are summarized as follows：
| Date | Training Institution | Course Name | Training Hours |
| 2025/02/21 | Corporate Operating and Sustainable Development Association | Corporate Governance and Securities Regulations： promotion of sustainable development policies and relevant securities laws and regulations |
3 |
| 2025/12/10 | Taipei Bar Association | 2025 Corporate Governance Forum： Corporate Governance Amid Changing Circumstances |
3 |
| 2025/12/15 | Taipei Foundation of Finance | ESG Evaluation Takes Off! Highlights of the Transformation from the 2026 Corporate Governance Evaluation | 3 |
| 2025/12/19 | Taipei Foundation of Finance | Outlook for 2026： Key Indicators and Trend Analysis of the Global Political and Economic Landscape |
3 |
There was 12 hours of education and training in total, in accordance with Article 24 of the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers", which referred to the minimum 12 CPE hours per year of the chief corporate governance officer.
Communication between Independent Directors, Internal Chief Audit Executive and CPA
- Communication between independent directors and Internal Chief Audit Executive:
The Chief Auditor organizes at least one meeting of the Audit Committee or a seminar each year to independently communicate with the Independent Directors regarding the internal audit items and follow up on the implementation of the Audit Report.
Communication between Independent Directors and the Chief Auditor in 2025 are listed below:
| Date | Attendees | Communication Matters | Comment of the Independent Directors |
| 2025/11/11 Internal Audit Project Meeting |
Independent Director Chen Shih-Yang; Independent Director Yu, Hung-Da; Internal Chief Auditor Li, Mei-Chan | ||
| 1. Presentation of the 2026 Internal Audit Plan, developed based on the results of the annual risk assessment. | No comment | ||
2. Updates on the ongoing revisions to internal control systems across departments：
|
No comment | ||
| 3. In preparation for the Company’s adoption of the IFRS Sustainability Disclosure Standards beginning in 2027, the Audit Office will take part in the cross-functional project promoting the new sustainability disclosure requirements and incorporate the assessment of the Company’s transition progress into the 2026 audit plan. | No comment | ||
| 4. Explain the execution method and schedule for the 2025 self-assessment of the internal control system conducted by the Company and its subsidiaries. | No comment |
- 2. Communication between independent directors and CPA:
The Independent Directors and the Company's CPAs meet at least once a year for face-to-face communication. Where necessary, they communicate and discuss in writing on issues including the review of the Company's financial statements or audit results, and related legal communications. The Independent Directors also review the independence for the selection of CPAs and the audit and non-audit services provided by the CPAs.
| Date | Key communication points | Comment of the Independent Directors |
| 2025/3/26 Individual Meeting |
|
No comment |
| 2025/05/09 Individual Meeting |
|
No comment |
| 2025/08/12 Individual Meeting |
|
No comment |
| 2025/11/11 Individual Meeting |
|
No comment |
Operation Procedures for Prevention of Insider Trading
- The Company has established the "Operation Procedures for Prevention of Insider Trading" , and mentioned the following paragraph in Article 10 of the "Corporate Governance Best Practice Principles" : Stock trading control measures from the date insiders of a the company become aware of the contents of the company's financial reports or relevant results including, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
- The Company organizes at least one session of training on the prevention of insider trading and related regulations for current Directors, managers, insiders, and colleagues at least once every year. The operations were as follows:
Date Speaker Topic Trainees Training
HoursNumber of Trainees 2025/12/19 Lotus International Law Office
Huang, Li-PingPrevention of Insider Equity Trading Directors 1 hours 6 The training materials were also available on the Company’s internal employee website to help embed these principles into our corporate culture. The page received 56 views.
- The Company provides the "Insider Equity Trading Q&A for Listed Companies" formulated by the TWSE after new Directors are appointed to provide training. During the year, three directors attended to the TWSE “2025 Seminar Preventing Insider Trading,” and three directors participated in the “2025 Seminar Legal Compliance for Insider Shareholding Transactions.”
- Directors are notified 30 days / 15 days prior to the release of financial reports to keep them from trading Company shares during the designated blackout period.
The information security policy and risk management plan
The Company's information security authority is the Information Technology Section under the General Manager's Office, which is responsible for coordinating information security, related matters and conducting regular internal information security checks. Technology Section has one dedicated personnel, who has to report at least once a year to the Board of Directors regarding information security.
No material information security incidents occurred in 2025, and the status was reported to the Board of Directors on November 12, 2025.