Investment

External Performance Evaluation Report of the Board of Directors for 2025

To strengthen corporate governance and enhance the effectiveness of the Board of Directors, the Company conducts an external performance evaluation of the Board at least once every three years by an independent professional institution in accordance with the Board Performance Evaluation Regulations.

In 2025, the Company commissioned the Taiwan Investor Relations Institute (TIRI), an independent and professional third-party institution, to conduct the performance evaluation of the Board of Directors. The evaluation covered the overall performance of the Board, individual directors, and functional committees, and the relevant results have been compiled.

The implementation of the Board performance evaluation is described as follows:

I. Evaluation Period: January 1, 2025 to December 31, 2025.

II. Evaluation Institution: The evaluation was conducted by the external independent professional institution, Taiwan Investor Relations Institute (TIRI).

III. Statement of Independence: The Taiwan Investor Relations Institute and its evaluation members have no business dealings or other conflicts of interest with the Company and have issued a statement of independence.

IV. Evaluation Methods: The evaluation was conducted through document review, self-assessment questionnaires for the Board of Directors, individual directors and functional committees, as well as online interviews.

V. Evaluation Criteria:

Board of Directors Performance Evaluation Questionnaire

Five Dimensions

Individual Director Performance Evaluation Questionnaire

Six Dimensions

Functional Committee Performance Evaluation Questionnaire

Five Dimensions

1. Board composition and professional development

2. Quality of Board decision-making

3. Effectiveness of Board operations

4. Internal control and risk management

5. Board involvement in corporate social responsibility

1. Understanding of the Company’s objectives and responsibilities

2. Understanding of directors’ duties

3. Participation in the Company’s operations

4. Internal relationship management and communication

5. Professional competence and continuing education of directors

6. Internal control

1. Participation in the Company’s operations

2. Understanding of functional committee responsibilities

3. Enhancement of functional committee decision-making quality

4. Composition and selection of functional committee members

5. Internal control

VI. Questionnaire Evaluation Results:

董事會績效評估調查結果
Board of Directors Performance
Evaluation Results
Individual Director Performance
Evaluation Results
Functional Committee Performance
Evaluation Results
4.59
4.73
4.88
4.82
4.58
5.00
4.98
4.64
4.85
4.89
4.93
4.92
4.93
5.00
4.83
4.92

Note: Questionnaire responses were assessed on a scale of 1 to 5, where 1 indicates a failure to satisfy (strongly disagree) and 5 indicates full satisfaction (strongly agree).

VI-1. Overall Board Performance Evaluation:

The results of the Board performance evaluation, covering the five dimensions, indicate that the Board performed well in the areas of Board composition and professional development, decision-making quality, and operational effectiveness. The directors possess appropriate professional backgrounds and are able to effectively participate in major business decisions of the Company. In addition, with respect to internal control and risk management and Board involvement in corporate social responsibility, the Company will continue to strengthen the operation of relevant mechanisms and information disclosure in the future to further enhance overall corporate governance effectiveness.

The results of the individual director performance evaluation, covering the six dimensions, indicate that the directors performed well in understanding the Company’s objectives, understanding their responsibilities, and participating in the Company’s operations, and are able to fulfill their supervisory and advisory duties in accordance with applicable regulations. Going forward, the Company will continue to arrange director training and strengthen directors’ participation in internal communication and internal control-related matters.

he results of the functional committee performance evaluation, covering the five dimensions, indicate that the committees performed well in understanding their responsibilities, decision-making quality, and member composition, and are able to effectively assist the Board in carrying out its supervisory functions. The Company will continue to review the composition of committee members and key agenda items to further enhance operational effectiveness.

Overall, the majority of the evaluation items for the Board of Directors, individual directors, and functional committees achieved a rating of “Good” or above.

VII. Evaluation Recommendations of the External Professional Institution, Taiwan Investor Relations Institute
    1. It is recommended that the term of office of all independent directors not exceed three terms, in order to strengthen the independence of independent directors.
    2. It is recommended that a Sustainability Development Committee be established as a functional committee at the Board level.
    3. It is recommended that a Nominating Committee be established to strengthen the functions of the Board and the corporate governance mechanism.
    4. It is recommended that risk management be overseen by a Board-level functional committee, with a report submitted to the Board at least once a year.
    5. It is recommended that an intellectual property management plan linked to operational objectives be formulated, with its implementation reported to the Board at least once a year.
    6. It is recommended that specific measures to enhance corporate value be formulated and submitted to the Board for review.
VIII. Improvement Plan:

Based on the above evaluation recommendations, the Company will adopt the following improvement and enhancement measures:

    1. Plan to establish a Sustainability Development and Nominating Committee as a Board-level functional committee to integrate functions relating to sustainability governance and director nominations.
    2. Formulate and progressively enhance the risk management procedures, intellectual property management plan, and specific measures for enhancing corporate value, and incorporate these matters into the Board’s regular oversight.
    3. At the next election of directors, carefully evaluate the composition, professional backgrounds, and overall structure of the Board of Directors in order to continuously strengthen the effectiveness of Board governance.
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