Investment

Corporate governance

Independence and Diversity of Board of Directors：

(1) Independence of the Board of Directors:

1. Board Structure: The Company’s current Board of Directors comprises nine directors, including three independent directors, representing 33.33% of total board seats and satisfying the applicable statutory requirements. One director concurrently serves as a managerial officer of the Company, accounting for 11.11% of board membership. The overall composition of the Board is considered sound.

2. Independence and Regulatory Compliance: No director or independent director of the Company is subject to any conflict of interest circumstances as prescribed under Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Each independent director exercises authority independently in accordance with the applicable laws, maintains an objective and impartial position throughout the Board’s decision-making process, and complies with the 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 7 to 9 and page 12 to 15 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
At least one female director.	Achieved
Directors possess diverse professional knowledge and skills.	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 Failure to Meet the One-Third Gender Threshold:

The proportion of female directors has not yet reached one-third of total board seats, primarily because the majority of board members are drawn from the Company’s long-serving management team, resulting in limited seat turnover and necessitating a gradual approach to adjusting the gender composition of the Board.

B. Plans and Measures to Enhance Board Gender Diversity:

a. The Company has one female independent director currently serving on the Board.

b. The Company will strengthen management training and career development opportunities for female employees to expand the pool of qualified future director candidates.

c. The Company has established a Sustainability and Nomination Committee to assist in the selection of board members and to promote board diversity.

d. The Sustainability and Nomination Committee will periodically review the composition of the Board and dynamically adjust diversity objectives to ensure that the gender diversity policy is effectively implemented.

The Company remains committed to advancing gender diversity on its Board of Directors, with the aim of enhancing corporate governance quality and broadening the diversity of Board decision-making.

Title	Chairman	Vice Chairman	Director				Independent Director
Name	Kuan-Han Chen	Chih-Chan Chen	Chih-Hung Chen	Michael Chen	Huai-Hsin Liang	Kuan-Hao Chen	Yung-Chien Wu	Wei-Lung Chen	Hsi-Mei Lai
Gender	Male	Male	Male	Male	Male	Male	Male	Male	Female
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	51-60	61-70	51-60	61-70	51-60	71-80	61-70	61-70
Term of Independent Director							9-12	6-9	1-3
Also an employee of the Company						√
Professional background	Food science and technology	Business management	Business management	Economics	Commerce	Finance/ Information	Legal practitioner	Finance	Food nutrition
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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