Corporate Governance

Board of Directors

The Board of Directors is the Company’s highest governance body and the center of major business decision‑making; the management team reports operating performance to the Board every quarter, conducts an ESG strategy review once a year, and reported the progress of its ESG measures to the Board on August 13, 2024. The Board of Directors has also established an Audit Committee and a Remuneration Committee. In accordance with the Company Act, the Securities and Exchange Act, and the internal control and management system rules for listed companies, the board convenes meetings on matters such as operations, investment, finance, internal control, and corporate governance, which are discussed and approved by all directors, including independent directors, and authorizes the Chairman to execute the resolutions in full.

The Board of Directors is responsible for reviewing and guiding the climate change strategy, action plans, and annual targets; under the Board’s supervision, implementation is monitored each year and GHG reduction targets and achievements are reviewed. Each relevant department is responsible for evaluating and managing climate‑related risks and opportunities, setting the corresponding strategies and targets, and continuously conducting analysis and control. They report to the Board of Directors quarterly on the overall progress and implementation status of the GHG plan and actions to facilitate tracking and analysis of climate‑change targets and controls.

ž   Implementation Status of Directors’ Conflict of Interest Recusals

The Company’s Rules of Procedure for Board of Directors Meetings stipulate that, for any agenda item in which a director or the legal entity the director represents has an interest, the director shall explain the material aspects of that interest at the board meeting. If the matter could be detrimental to the Company’s interests, the director must not take part in the discussion or the vote, shall recuse himself/herself during the discussion and voting, and may not act as proxy for another director in exercising voting rights. The Company's directors uphold a high level of self‑discipline; when a motion involves their own interests, they recuse themselves in accordance with the conflict of interest principle.

Note:

1. The Chairman is a member of senior management.

2. For the implementation status of director recusals from motions in which they have an interest, please refer to pages 20 to 21 of the Company’s 2024 Annual Report.

ž   Independence of Directors and Diversity of Board Members

The Company’s Board of Directors comprises 9 directors with extensive experience across various professional fields, including 3 independent directors. No tenure has exceeded three terms, ensuring the independence of the Board of Directors. The Chairman and the board members all have experience serving as Chairmen, General Managers, and Executive Deputy General Managers of TWSE/TPEx listed companies, and they possess capabilities in operational judgment, finance and accounting, business management, crisis management, industry knowledge, and decision making.

The Company elects directors (including independent directors) through a candidate nomination system. Shareholders holding at least 1% of the total issued shares and the Board of Directors may submit a list of candidates, taking into account the candidates’ stakeholder perspectives, diversity, independence, and abilities related to organizational impact. After the board reviews and confirms that the nominees meet the required qualifications for directors, the list is submitted to the shareholders’ meeting, and shareholders elect directors from that list. The entire election process is open and fair, conducted in compliance with the “Articles of Incorporation”, the “Regulations Governing the Election of Directors”, and the “Corporate Governance Best Practice Principles”.

The term of the current Board of Directors runs from June 28, 2024 to June 27, 2027, totaling three years, and the board members are as follows:

ž   Implementation Status of the Board Diversity Policy

Note: For the implementation status of the board diversity policy, please refer to the Company website and pages 11 to 12 of CT’s 2024 Annual Report. 

ž   Continuing Education for Directors

In accordance with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies”, CT organizes 9 hours of continuing education courses for directors and supervisors each year (three sessions in total). Participants include CT’s directors and supervisors, directors and supervisors assigned to its investee companies, and CT personnel whose work is related to the courses.

Functional Committees

ž   Remuneration Committee

The Company’s “Remuneration Committee” comprises 3 members. The current term runs from June 28, 2024 to June 7, 2027. The committee is responsible for regularly reviewing the policies, systems, standards, and structures for evaluating the performance and remuneration of directors and managers, and for regularly assessing their remuneration. In 2024, the committee convened 4 meetings, with an average attendance rate of 91.67%.

ž   Audit Committee

The Company’s “Audit Committee” comprises 3 members. The current term runs from June 28, 2024 to June 7, 2027. In 2024, the committee convened 6 meetings, with an average attendance rate of 100%.

Other Committees

ž   Sustainable Development and Risk Management Committee

To implement the sustainable operations policy, the Company has established five implementation teams and one verification team responsible for operating and promoting matters related to the Sustainable Development and Risk Management Committee and for executing that committee’s resolutions. The Company is currently formulating the “Sustainable Development Best Practice Principles” and carrying out business operations and audits to gradually fulfill its sustainability commitments.

Hold at least one meeting each year to implement management policies, strategies, and targets; carry out risk management policies, risk identification, and impact assessments for sustainability issues related to the Company’s operations; formulate response strategies and action plans; and, in accordance with the schedule, report each team’s execution status to the Board of Directors so that senior management can participate, ensure information flow, and receive direct support.

To align with the Company’s sustainability vision and strategy, corporate sustainability will be progressively integrated into performance management and key assessment indicators. Going forward, senior management remuneration will be more closely tied to ESG performance, with long‑term incentive pay designed to encourage senior managers and outstanding professionals to focus on sustained, comprehensive performance. This will reinforce their commitment to ESG‑related strategies and action plans, fulfill the Company’s sustainability vision, and achieve the established sustainability goals.

Associations and Organizations

ž   Domestic Organization

CT actively participates in domestic industry guilds and associations to strengthen mutual exchange and cooperation, further clarify the division of roles within the localized industrial supply chain, and define the directions for future development and efforts.