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 Company’s management reports operating performance regularly to the Board of Directors every quarter, and conducts ESG strategy issues once each year and reported the implementation status to the Board of Directors in August 2025. 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   Internal evaluation of the Board of Directors

To implement corporate governance and enhance the functions of the Company’s Board of Directors, and in accordance with the Company’s “Board Performance Evaluation Measures”, performance evaluations of the overall Board of Directors, individual directors, and functional committees are conducted at the end of each year as a reference basis for the Company’s review and improvement. The Company completed the Board performance evaluation in January 2026 and submitted it to the Board of Directors on January 28, 2026, and enhanced the reliability and credibility of disclosed information.

ž   Director remuneration policy

The Company has established a director remuneration policy. Directors’ remuneration includes business execution expenses and remuneration from earnings distribution. According to Article 25 of the Company’s Articles of Incorporation, “where the Company has profits in the year, directors’ remuneration of not more than 2.5% and employee remuneration of not less than 0.5% shall be appropriated, approved by special resolution of the Board of Directors, and reported to the AGM”. In addition, the Board of Directors determines director remuneration based on the evaluation of the Remuneration Committee, prevailing industry benchmarks, and each director's degree of operational involvement and contribution to the Company.

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 information on the evaluation cycle and period, scope, method, and content of the Board of Directors self-evaluation, please refer to page 20 of the Company’s 2025 annual report

3. For information related to the director remuneration policy, please refer to pages 18 and 63 of Century Iron & Steel Factory’s 2025 annual report

4. For the implementation status of directors’ recusals from motions involving interested-party matters, please refer to pages 19-20 of the Company’s 2025 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 of Directors diversity policy, please refer to the Company website and pages 11-13 of Century Iron & Steel Factory’s 2025 annual report.

ž   Continuing Education for Directors

According to the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”, newly appointed directors shall complete 12 hours of training in the year of assuming office and 6 hours per year starting from the following year; reappointed directors shall complete 6 hours per year during their term of office.

Century’s directors actively participated in professional courses under the director training map to enhance their professional knowledge and assist the effective operation of the Board of Directors. In 2025, they participated in a total of 21 courses and 63 hours of director and supervisor training courses, including 6 hours of sustainability-related training courses.

Functional Committees

ž   Remuneration Committee

The Company’s “Remuneration Committee” comprises 3 members. The current term runs from June 28, 2024 to June 27, 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 2025, the committee convened 5 meetings, with an average attendance rate of 93.33%. In compliance with GRI 2-20

ž   Audit Committee

The Company’s “Audit Committee” comprises 3 members. The current term runs from June 28, 2024 to June 27, 2027. In 2025, the committee convened 10 meetings, with an average attendance rate of 90%.

Other Committees

To implement the execution of the sustainable operations policy, and with five implementation teams and one verification team established beneath it, matters related to the operation, promotion, and execution of resolutions of the “Sustainable Development and Risk Management Committee” will be carried out. At present, the Company has established the “Sustainable Development Best Practice Principles” and continues to promote actual business execution and audits, gradually fulfilling its sustainable development commitments.

At least one meeting is held each year, and implementation is carried out according to its management guidelines, strategies, and objectives. Risk management policies, risk identification, and impact assessments are conducted for sustainability issues related to the Company’s operations, response strategies and action plans are formulated, and according to the project schedule each team’s implementation status is reported to the Board of Directors, allowing senior management to participate jointly, achieve information flow, and obtain 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.