Corporate Governance Supervisor

On May 4, 2021, the Board resolved to designate Liu Po Wen as corporate governance supervisor to protect shareholders’ rights and interests and to strengthen the functions of the Board. Liu Po Wen, Special Assistant, has more than 10 years of experience as a corporate auditor agent in public companies. The main responsibilities of corporate governance supervisor include handling, in accordance with the law, matters related to board of directors and shareholder meetings, preparing minutes of board of directors and shareholder meetings, assisting directors in appointment and professional development, providing necessary information for the execution of directorial duties, and assisting directors in compliance with laws and regulations.

— The business operations priorities for 2023 are as follows:

A. Assist directors in carrying out their duties, provide necessary information, and arrange for director education and liability insurance:

(1)       In accordance with the directors’ requests, assist directors in understanding the regulations to be followed when conducting business operations.

(2)       Provide directors with necessary company information and assist in facilitating communication and exchange between directors and various business managers.

(3)       Assist the company in organizing at least 6 hours of professional development courses for members of the Board.

(4)       Confirm that the company has arranged “Directors & Officers Liability Insurance” for the members of the Board and report it during board meetings.

B. Conduct the procedures of board meetings and shareholder meetings and ensure compliance with regulatory requirements for resolutions:

(1)       In accordance with the law, prepare notices and agendas for board meetings, provide advance reminders if any director needs to recuse themselves due to conflicts of interest, and produce meeting minutes within the statutory deadlines.

(2)       In accordance with the law, handle pre-registration for the shareholder meeting, prepare meeting notices, agenda booklets, meeting minutes, and other meeting documents within the statutory deadlines.

(3)       Confirm that the convening, decision-making procedures, and minutes of both the board of directors and shareholder meetings for the compliance with relevant laws and corporate governance guidelines.

(4)       Handle matters related to change of registration.

C. Regarding changes in directors, handle relevant matters in accordance with the law.

D. Maintain investor relations:

Update the company website from time to time to provide investors with information on the company’s finances, operations, and corporate governance, aiming to safeguard shareholder interests.

— Professional development status for 2023:

  In accordance with Article 24 of 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, listed companies are required to arrange professional development for their corporate governance supervisor.

The corporate governance supervisor, except for those newly appointed, should undergo a minimum of 18 hours of professional development within one year from assuming the position. An annual minimum of 12 hours of professional development is required.

   —The status for corporate governance supervisor’s professional development: