Investment

Corporate governance

Independence and Diversity of Board of Directors：

(1) Independence of the Board of Directors:

1. Board structure: The Company’s Board of Directors consists of nine directors, including three independent directors. Directors who are also employees account for 11.11%, and independent directors account for 33.33%.

2. Independence and compliance: There is no conflict of interest between directors and independent directors as defined in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. Independent directors maintain objectivity and independence in the decision-making process, and comply with relevant regulations of the Financial Supervisory Commission.

3. The importance of independence of the Board of Directors: The independence of the Board of Directors is critical to the corporate governance structure, which can effectively prevent conflicts of interest, and enhance the interests and trust of shareholders.

4. For relevant information, please refer to pages 9 to 10 and page 13 to 16 of this annual report.

(2) Diversity of Board of Directors:

The Company emphasizes the importance of the diversity of the Board of Directors to corporate governance, improving the quality of decision-making, strengthening the ability to innovate, and better responding to the needs of the global market.

The Board of Directors shall formulate appropriate and diverse strategies based on how the Board works, type of operation, and development needs, including but not limited to the following two aspects:

1. Basic requirements and values: Gender, age, nationality, and culture.

2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience.

Members of the Board of Directors shall possess the necessary knowledge, skills, and experience for performing their duties. To achieve the ideals and goals of corporate governance, members of the Board of Directors must possess the following abilities:

1. Ability in operational judgment.

2. Ability to perform accounting and financial analysis.

3. Ability to conduct management administration.

4. Ability to conduct crisis management.

5. Knowledge of the industry.

6. An international market perspective.

7. Ability to lead.

8. Ability to make policy decisions.

The Company’s current Board of Directors consists of nine directors. The specific management goals under the Board diversity policy and achievement thereof are stated as follows:

Management goals	Achievement
Directors holding the position as the Company’s managers shall be no more than one-third of the whole directors.	Achieved
Independent directors shall not be reelected for three terms of office	Achieved
Diversified professional knowledge and skill	Achieved
Independent directors accounting for one-third of the whole directors	Achieved

The achievement of the Company’s management goals in terms of maintaining the independence, professionalism and diversity of the Board of Directors has helped to improve the Company’s corporate governance and protect the interests of shareholders.

(3) If the number of female directors is less than one-third of the total number of directors, the reason for the shortage and the measures to be taken to improve the diversity of the Board of Directors:

A. Reasons for failing to meet the one-third gender ratio:

(A) The Board of Directors is dominated by men with long-term experience in high management positions. The change of the Board of Directors is relatively small and it is difficult to adjust the diversity of genders quickly.

(B) The food industry may be regarded as a male dominated industry, especially in high management positions, which may affect the participation and development opportunities of women.

B. Plan and measures for enhancing the gender diversity of directors:

(A) The Company will re-elect all directors in 2025, and gender diversity will be included in the election of the Board of Directors. The Company will give priority to female candidates, and arrange training for directors, so that female members can adapt to the position of director and perform their duties successfully.

(B) The Company provides more leadership training and opportunities for female employees with potential to ensure that they can enter more high-level management or the Board of Directors.

(C) The Company has hired professional diversified consultants to assist the Company in the selection of Board members and the promotion of diversity.

(D) Regularly review the gender diversity of the Board of Directors to ensure that the goal of gender diversity is achieved, and make adjustments according to the actual situation.

(E) The gender diversity of the Board of Directors is not only required by law, but can also enhance the corporate governance level and innovation, which not only helps the Company’s development, but also promotes social fairness and equality.

Title	Chairman	Vice Chairman	Director				Independent Director
Name	Kuan-Han Chen	Ching-Jen Chen	Michael Chen	Hsien-Chueh Hsieh	Chih-Chan Chen	Huai-Hsin Liang	Yung-Fu Tseng	Yung-Chien Wu	Wei-Lung Chen
Gender	Male	Male	Male	Male	Male	Male	Male	Male	Male
Nationality	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Age	51-60	81-90	51-60	61-70	51-60	51-60	81-90	71-80	61-70
Term of Independent Director							3-6年	3-6年	3-6年
Also an employee of the Company				√	√
Professional background	Food science and technology	Business management	Economics	Business management	Business management	Commerce	Legal practitioner	Legal practitioner	Finance
Professional knowledge and skills
Commerce	√	√	√	√	√			√	√
Technology
Finance/Accounting	√		√		√	√	√		√
Law						√	√	√
Marketing	√	√			√
Information security				√
Others							√	√	√
Abilities and experience
Leadership	√	√	√	√	√	√	√	√	√
Decision-making	√	√	√	√	√	√	√	√	√
An international market perspective.	√	√	√	○	√	√	√	√	√
Knowledge of the industry.	√	√	√	√	√	√	√	√	√
Financial management	√	√	√	○	√	√	○	√	√
Production and manufacturing	√	√	○	√	√	○	○	○	○
Business development	√	√	○	○	√	○	○	○	○
Risk management/Crisis management	√	√	√	√	√	√	√	√	√
Environmental sustainability	○	○	○	○	○	√	○	√	√
Social engagement	√	○	○	○	√	√	√	√	√

√ means possessing the ability; ○ means possessing part of the ability

Investment

Corporate governance

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