Corporate Governance

Powers and Duties of the Board of Directors

1. Review and approval of important internal rules and regulations.

2. Determination of business policies.

3. Approval of budgets and financial statements.

4. Formulation of proposals for the distribution of earnings or offsetting of losses.

5. Formulation of proposals for capital increases or decreases.

6. Acquisition or disposal of assets.

7. Decision-making on key personnel appointments within the Company.

8. External guarantee business within the same industry.

9. Establishment and dissolution of the Company’s branch offices.

10. Approval of investment ventures.

11. Other powers and duties granted in accordance with the Company Act or by the Shareholders' Meeting.

The execution of the Company's business shall be determined by the Board of Directors, except for matters that are required by the Company Act or relevant laws and regulations to be resolved by the Shareholders' Meeting.
 

Diversity and Independence of the Board of Directors

Currently, the Company's Board of Directors consists of 8 direcrors, including 4 Independent Director. Moving forward, we will continue to focus on diversity criteria such as gender, age, nationality, and culture.

Remuneration Committee

The Remuneration committee shall exercise the care of a good administrator and faithfully perform the following duties and present its recommendations to the Board of Directors fordiscussion.

• Establish and regularly review the performance evaluation and the remuneration policy, system, standard, and structure of directors and managerial officers.

• Regularly evaluate and set the remunerations of directors and managerial officers.

Audit Committee

The functions and powers of the Audit Committee are as follows:

1. The adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment of procedures for handling material financial or business activities, such as the acquisition or disposal of assets, derivatives trading, lending of funds to others, or endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
4. Matters involving the personal interest of a director.
5. Material asset or derivatives transactions.
6. Material lending of funds, endorsements, or provision of guarantees.
7. The offering, issuance, or private placement of any equity-type securities.
8. The appointment, dismissal, or compensation of an external auditor.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual and quarterly financial reports.
11. Any other material matter as required by the Company or the competent authorities.

The passage of a resolution on the matters referred to in the preceding paragraph shall require the consent of one-half or more of all members of this Committee, and the resolution shall be submitted to the Board of Directors for approval.

With the exception of subparagraph 10, should any matter listed in the first paragraph fail to obtain the consent of one-half or more of all members of this Committee, the matter may be adopted instead by the consent of two-thirds or more of all directors.

The term "all members" as used in these Regulations shall be calculated based on the number of members actually in office.

The Convener of this Committee shall represent the Committee externally.

The Company has established an internal audit unit as an independent entity under the Board of Directors. A full-time Chief Auditor and an appropriate number of internal audit staff and deputies are assigned to the unit. The appointment and dismissal of the Chief Auditor shall be approved by the Board of Directors. The appointment, dismissal, performance evaluation, and compensation of internal audit personnel shall be submitted by the Chief Auditor for the Chairman’s approval.

The Company has established an internal control system in accordance with applicable laws and regulations. The internal audit unit formulates the Internal Audit Implementation Guidelines based on this system to execute audits and assess the effectiveness of the system’s design and implementation, as well as the Company’s compliance with relevant regulations. The scope of audits covers all departments of the Company and its subsidiaries.

Audit activities are carried out in accordance with the annual audit plan approved by the Board of Directors. This plan is developed based on regulatory requirements and the results of risk assessments. Special audits are also conducted as necessary. Audit reports are submitted to the Chairman, Supervisors, and Independent Directors on a monthly basis or as needed, and are presented at Board meetings.

Internal audit personnel communicate audit findings to management to help them understand existing or potential deficiencies, risks, and improvements. They also review the self-assessment reports on internal controls submitted by each department and subsidiary, which serve as a key reference for the Board of Directors and the General Manager in evaluating the overall effectiveness of the internal control system and issuing the Internal Control System Statement.