board of directors

Policy on diversification of directors

The company has a "Director Election Procedure" and adopts a candidate nomination system. All director candidates are nominated and qualified in accordance with the "Director Election Procedure". According to Article 20 of the Company's "Code of Practice on Corporate Governance", directors should generally have the knowledge, skills and accomplishments necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the board of directors as a whole should have the following abilities:

1. Operational judgment ability.
2. Accounting and financial analysis skills.
3. Operation and management capabilities (including the operation and management of subsidiaries).
4. Crisis handling ability.
5. Industrial knowledge.
6. the international market outlook.
7. leadership.
8. decision-making ability.
9. Risk management knowledge and ability.

Board Diversity Policy

In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the company has incorporated the concept of diversity into the director election method according to the reference examples of director and supervisor selection procedures issued by the stock exchange, which was revised in the 107th year of the Republic of China "Company In Item 3 of Article 20 of the Governance Code of Practice, the composition of the board of directors should be diversified, and an appropriate diversification policy should be drawn up based on its own operation, operation mode and development needs, which should include but not limited to the following two aspects Standards:

1. Basic conditions and values: gender, age, nationality and culture, etc.

2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

The company's current board of directors consists of eleven directors, including three independent directors and eight non-independent directors, all of whom are prominent figures in the industry and academia. The company pays attention to gender equality in the composition of the board of directors, and aims to increase the number of female directors to more than one-third. Currently, the proportion of male board members is 82% (9 persons), and the proportion of women is 18% (2 persons). In the future, the number of female directors will be increased according to the business plan.

In addition to the corporate management, crisis management and international market outlook of listed counter companies, the current directors have five financial and accounting professionals, four industrial management practical experience, and two legal professional fields, fully implementing the board of directors Member Diversity Goals. The relevant implementation situation is as follows:

Name of Director / Diversity Core Program	Name	gender	age distribution	Term of Independent Director	Management	leadership decision	Industry knowledge	financial accounting	law
chairman	Chen Qitai	male	over 70		√	√		√
Vice Chairman	Weng Zhongjun	male	60 to 69		√	√		√
director	Lin Huizheng	male	50 to 59		√	√	√
director	Wang Jiongfen	male	50 to 59		√	√	√		√
director	Yan Qingli	male	60 to 69		√	√	√
director	Li Shihe	male	60 to 69		√	√	√
director	Wu Yiqing	female	40 to 49		√			√
director	Wu Meihui	female	50 to 59		√	√
independent director	Jian Jincheng	male	60 to 69	under 3 years	√			√
independent director	Fang Zhenming	male	40 to 49	under 3 years	√				√
independent director	Li Jinzhen	male	over 70	4 to 8 years	√				√

job title	Name	Main experience (study)
chairman	Representative of Baijiayuan Investment (Shares) Company: Chen Qitai	Tainan Senior Commercial Vocational School Business Department
vice chairman	Representative of Baijiayuan Investment (Shares) Company: Weng Zhongjun	National Taiwan University Graduate School of Accounting Master
director	Representative of Taiwan Iron and Steel Co., Ltd.: Lin Huizheng	Ph.D., Institute of Naval Architecture Engineering, National Taiwan University
director	Representative of Taiwan Iron and Steel Co., Ltd.: Wang Jiongfen	Department of Law, National Chung Hsing University
director	Representative of Taiwan Iron and Steel Co., Ltd.: Yan Qingli	Department of Industrial Engineering, Feng Chia University
director	Li Shihe	Department of Business Administration, Feng Chia University
director	Representative of Baijiayuan Investment (Shares) Company: Wu Yiqing	Alliant International University (San Diego,USA) Doctorate of Business Management (DBA) Doctor of Business Administration
director	Wu Meihui	Candidate for Ph.D. in Finance, Xiamen University
independent director	Jian Jincheng	Rutgers The State University Ph.D. in Accounting
independent director	Fang Zhenming	National Sun Yat-sen University School of Management Master of Advanced Business Administration
independent director	Li Jinzhen	Doctor of Laws, National Taiwan Normal University

Succession planning for members of the board of directors and important management

1. Succession planning for members of the board of directors: The structure of the board of directors of the company shall be determined according to the company's business development scale and the shareholding status of major shareholders, taking into account the needs of practical operations. In order to establish a good governance system, the company established the "Sustainable Development Committee" on November 10, 2011 to nominate functional directors and independent director candidates and strengthen the functions of the board of directors. In addition, the company implements the policy of diversification of board members in accordance with the "Corporate Governance Code of Practice". Currently, there are eleven directors (including three independent directors), who have diverse and complementary industry experience and professional capabilities in finance, finance, and accounting. In the future, the composition structure and experience background of the board of directors of the company will continue the current structure. Each year, the "Board of Directors Performance Evaluation Results" will be provided to the "Sustainable Development Committee" as a reference for the nomination of directors for re-election; and plans to cultivate senior managers to join the board of directors, so that they are familiar with the operation of the board of directors and the business of each unit of the group, through job rotation To deepen their industrial experience, or to select through the following methods:

(1) Current directors recommend suitable candidates.

(2) Candidates for directors recommended by shareholders.

At present, the group has a number of high-level management professionals, so the company has sufficient talents to be elected as future directors. In addition to considering diversity, directors who concurrently serve as company managers shall not exceed one-third of the directors' seats, and pay attention to gender equality and the knowledge, skills and accomplishments necessary to perform their duties.

2. Succession planning of important management levels: For the succession planning of important management levels, the company's human resources department will coordinate and establish a talent development mechanism. In addition to carefully selecting potential successors, it will match personal development plans (including succession schedule) and education. Training and other systems to assist their leadership and shorten the succession time. In terms of training mechanism, arrange potential successors to trainees on the board of directors of related companies, and coordinate with the company and external senior executive training courses, including strategic planning, transnational operations, financial planning, sustainable development and other important issues, to cultivate future business needs Management talents, and the participation rate of senior executive successors in 2011 has reached 90%.

The performance evaluation of the board of directors

The company formulated the performance evaluation method of the board of directors in 2009, and revised the regulations in January 2011 to give full play to the self-motivation of board members and improve the function of the board of directors. The performance evaluation of the internal board of directors is carried out once a year, and the self-evaluation of directors is regularly conducted in the first quarter, and the board of directors reports and reviews the self-evaluation results in the first quarter. In the 110th year of the Republic of China, the results of "Board of Directors Performance Evaluation Self-evaluation", "Director Members Performance Evaluation Self-evaluation", "Audit Committee Performance Evaluation Self-evaluation" and "Remuneration Committee Performance Evaluation Self-evaluation" were all "excellent". Monthly board report and review. The performance evaluation of the external board of directors is carried out by an external professional independent institution or a team of external experts and scholars at least once every three years, and the annual performance evaluation is carried out at the end of the year.

Prevention of Insider Trading Education and Propaganda

1. At least once a year, the company conducts education and publicity on the "internal material information processing and insider prevention management procedures" and related laws and regulations for current directors, managers and employees, and for new directors and managers after taking office. Educational publicity will be arranged within the month, and the new employees will be educated and publicized by the personnel during the pre-employment training.

2. In 2011, the company conducted a three-hour education promotion on August 11 for a total of 12 current directors, managers and employees. The course content includes: insider trading and countermeasures, as well as the causes of insider trading, the identification process and transaction examples, the scope of important internal information, confidentiality work, public work and violation handling. After the course is over, the briefing and audio-visual files will be placed in the internal staff system for reference by those who did not attend that day. The company reminds directors not to trade their stocks during the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report. On November 10, 2011, the company notified the directors of the date of the fifth board meeting in 20112, and the closed period before the announcement of the quarterly financial report, so as to prevent the directors from accidentally touching the norms.

×