The Articles of Incorporation of the Company had been amended to create the office of independent directors. The independent directors shall be no less than 2 in number and no less than one-fifth of the total number of directors. The independent directors shall be elected by way of nomination at the Shareholders’ Meeting from the list of candidates. This amendment of the Articles of Incorporation was approved at 2010 Shareholders’ Meeting.

The Board of Directors approved in an ordinary meeting on March 31, 2011 to elect 3 independent directors. And the Company announced on the same day in a public notice matters in connection with acceptance of the nomination of director candidates. At the Board meeting on April 22, 2011, the Board of Directors reviewed the qualifications of the candidates of independent directors and three independent directors were elected at the Extraordinary Shareholders' Meeting on May 20, 2011. Ms. Cheng Chi and Mr. Ji-Ren Lee assumed their office.

Furthermore, the Board of Directors approved on December 23, 2011 to elect 1 independent director to fill the vacancy. And the Company announced on the same day in a public notice matters in connection with acceptance of the nomination of director candidates. At the Board meeting on February 10, 2012, the Board of Directors reviewed the qualifications of the candidates of independent directors and one independent director- Mr. Wen-Chin Wu was elected at the Annual Shareholders' Meeting on March 27, 2012. All three independent directors are in place.

At the 2020 AGM, the Company held elections for the 10th Board of Directors, with independent directors Ms. Cheng Chi, Mr. Yi-Chia Chiu, and Mr.Wen-Chin Wu being re-elected.

At the 2023 AGM, the Company elected its 11th Board of Directors, with Mr. Yi-Chia Chiu, Mr. Shao-Gui Wu, Ms. Min-Chiu Jian, and Mr. Bai-Zhou Chen taking office as independent directors.

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Note: Please tick the corresponding boxes if directors have been any of the following during the two years prior to being elected or during the term of office.

• Not an employee of the Company or any of its affiliates.
• Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.
• Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
• Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
• Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.
• Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
• Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof, provided that this restriction does not apply to any member of the compensation committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or Traded on the GTSM”;
• Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
• Not been a person of any conditions defined in Article 30 of the Company Act.
• Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

Functional Committees

Functional Committee Members

Eligibility Criteria:

1.  Lecturer or higher in a department related to commerce, law, finance, accounting, or other fields required for the Company's business at a public or private college or university.
2. Judge, prosecutor, attorney, certified public accountant (CPA), or other professional or technical specialist who has passed a national examination and been issued a certificate in a profession necessary for the Company's business.
3. Possesses work experience in the areas of commerce, law, finance, accounting, or other fields required for the Company's business.

Audit Committee

The Company’s Audit Committee (established voluntarily on March 27, 2012, in accordance with Article 14-4 of the Securities and Exchange Act) consists entirely of independent directors. The Committee is required to meet at least four times a year. Its primary function is to oversee and establish risk control systems, including the fair presentation of the Company’s financial statements, the appointment (or dismissal) of certified public accountants (CPAs) as well as their independence and performance, the effective implementation of internal controls, compliance with relevant laws and regulations, and the management of potential risks. Heads of Finance and Internal Audit are required to attend meetings to report on operations, financial status, and internal audit findings.

Current Term: June 15, 2023, to June 14, 2026.

   Powers and Responsibilities of the Audit Committee:：

1. Assessment of the effectiveness of the internal control system.
2. Review of financial statements and accounting policies.
3. Review and execution of procedures regarding major asset or derivative transactions, monetary loans, or endorsements/guarantees.
4. Matters involving conflicts of interest of directors.
5. Appointment, dismissal, or remuneration of certified public accountants.
6. Other regulatory compliance matters.

Remuneration Committee

The Company’s Remuneration Committee was established on October 13, 2011, and consists entirely of independent directors. The Committee is required to meet at least twice a year. Its responsibility is to professionally and objectively define and periodically review the compensation structures and payment amounts for the Company’s directors and managers, providing recommendations to the Board of Directors for decision-making.

Current Term: June 15, 2023, to June 14, 2026.

     Powers and Responsibilities of the Remuneration Committee：

1. Periodically review the Company’s remuneration regulations and performance bonus policies, and propose amendments.

2. Establish and periodically review the annual and long-term performance goals, as well as the remuneration policies, systems, standards, and structures for directors and managers.

3. Periodically evaluate the achievement of performance goals by directors and managers, and determine the content and amount of individual remuneration.