Establishment and Operation of the Company’s Non-dedicated Corporate Governance Unit and Its Implementation
The Company has established the "Corporate Governance Best-Practice Principles", which were approved by the Board of Directors on January 16, 2024, and appointed a Corporate Governance Officer to safeguard shareholders’ rights and interests and strengthen the functions of the Board of Directors.
The primary responsibilities of corporate governance personnel include providing directors with the information needed to perform their duties, assisting directors in complying with laws and regulations, and handling matters related to Board meetings and shareholders' meetings in accordance with the law.
On January 16, 2024, the Board of Directors passed the "Board of Directors Performance Evaluation Guidelines". The Board of Directors, functional committees and individual directors shall undergo self-performance evaluations at least once a year. The evaluations may be conducted by external professional independent institutions or teams of external experts and scholars, and shall be completed by the end of the first quarter of the following year. The evaluation results shall be reported to the Board of Directors.
The Company has completed the Board of Directors performance evaluation for 2024, and the evaluation results have been submitted to the 13th meeting of the 4th Board of Directors.
The internal evaluation results for the overall Board of Directors, individual directors, the Audit Committee, and the Remuneration Committee in 2024 yielded an “Excellent” rating. The evaluation concluded that the overall functioning of the Board of Directors and functional committees is sound, meets corporate governance requirements, effectively strengthens the functions of the Board of Directors, and safeguards the rights and interests of shareholders.
Succession Plan for Board Members and Key Management and Its Operations
The composition of the Company’s Board of Directors is planned in accordance with the Company’s operating scale and shareholding structure, striving to maintain a governance structure that is professionally diverse, stable, and capable of sound decision-making.To strengthen the functions of the Board of Directors and ensure sustainable operations, the Company has appointed a Corporate Governance Officer, and continues to promote the professional development and training for directors and senior management teams.In 2025, directors and senior executives participated in external corporate governance-related courses, totaling 11 participants and 78 hours of training. These courses covered core topics including corporate governance, financial and technological trends, business management, and information security, thereby enhancing their governance literacy and decision-making capabilities.
A clear candidate nomination system is established, requiring Board members to possess integrity, industry experience, and professional competence (including finance, accounting, technology, and business management). Emphasis is placed on achieving gender balance and a reasonable age structure.Furthermore, the results of performance evaluation of the Board of Directors serve as a reference for reappointment and nomination, gradually building a talent pool of suitable directors.
In addition, the Company's human resources department also actively plans internal training courses for senior executives. By combining digital courses with in-person training, the Company aims to enhance the leadership, communication, coordination, and organizational development capabilities of management as part of its succession plan.In 2025, the training programs for executives encompassed 15 courses covering leadership, communication, performance management, organizational governance, workplace regulations, and financial management. A total of 774 participants completed 2,370 hours of training, demonstrating the Company's commitment to establishing a robust and sustainable talent succession system.
External training for directors and managers in 2025 is summarized in the table below:
| Participants | Course Name | Hours |
|---|---|---|
| Board Members |
Technology and Trends (AI Innovative Applications and Risk Management) Legal Issues for Insider Shareholding Management and Share Transactions Digital Finance Revolution: Principles of Stablecoins and the Development and Trends of Blockchain Virtual Assets Trends and Risk Management in Digital Technology and AI Corporate Performance Management and Compensation Mechanism Implementation Practices Virtual Currencies and Blockchain: Regulatory Trends and New Corporate Opportunities |
36 |
| Corporate Governance Officer |
Legal Compliance Briefing on Insider Equity Transactions in 2025 Shareholders' Meetings, Management Rights and Equity Strategies Legal Issues for Insider Shareholding Management and Share Transactions Technology and Trends (AI Innovative Applications and Risk Management) |
12 |
| Accounting Manager |
Ways to Apply Robotic Process Automation (RPA) to Enhance Internal Control Effectiveness Legal Liability for Employee Fraud and Internal Control and Audit Practices |
12 |
| Chief Auditor |
Analyzing Financial Statements and Improving Business Performance from an Operational Audit Perspective Generative AI and AI Data Protection Essentials for Internal Auditors |
12 |
| Information Security Manager |
Guidance on Cybersecurity Controls for Listed Companies Cybersecurity Incident Explanation and Prevention Measures Information Security Awareness, Essential Knowledge, and Responsibilities |
6 |