Basis for the establishment of the board of directors:
In order to establish a good board of directors governance system, improve supervision functions and strengthen management functions, the company has formulated the rules of procedure for board of directors in accordance with Article 26-3, Paragraph 8 of the Securities and Exchange Act (hereinafter referred to as the Securities and Exchange Act).
Board Diversity Policy
Article 20 of the Company's "Corporate Governance Code of Practice" (Competencies that the Board of Directors as a whole should possess) clearly stipulates that the composition of the Board of Directors should consider diversity. In addition, directors who are also managers of the company should not exceed one-third of the number of directors. , operation type and development needs to formulate appropriate diversification policies.
Currently, there are 13 directors among the current members of the 12th term of the board of directors (4 employees with employee status, accounting for 30.77%; 5 independent directors, accounting for 38.46% (none of whom have served for more than three terms); 2 directors are male between 30 and 50 years old) Persons and directors: 0 women aged 30 to 50 years old, 10 men over 51 years old, 1 women over 51 years old; female directors account for 7.69%), directors are based on their professional background (such as law, accounting, industry, finance, marketing or technology), and provide relevant opinions needed for the company's operations with its overall capabilities such as operational judgment, accounting and financial analysis capabilities, business management capabilities, crisis management capabilities, industry knowledge , international market outlook, leadership capabilities, and decision-making capabilities. In addition, the company also pays attention to gender equality in the composition of the board of directors. The target for female directors is to have more than 1/3 (inclusive) of the seats on the board of directors. It is expected that the number of female directors will be gradually increased in the 13th term to achieve the goal.
The professional background and overall ability of board members are evaluated as follows:
| job title | Name | gender | Main economic (study) experience | The Audit Committee | Remuneration Committee | Professional background | operating judgment | Accounting and Finance | Management | crisis management | Industry knowledge | International market view | leadership | Decision-making capacity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Cheng-Hsien Yu | Male | Chairman, Taiwan Sugar Corporation Institute of Management Science, I-Shou University Master's degree |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Vice- Chairman | Pao-Yung Lin | Male | Chairman and President, Senao International Co., Ltd. Tungshih High School |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Hsueh-Hai Hu | Male | President, Personal and Family Group, Chunghwa Telecom Master in Transportation Management, National Cheng Kung University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Wen-Chih Lin | Male | Vice President, Administration Division, Chunghwa Telecom Co., Ltd. Master in Automatic Control Engineering, Feng Chia University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Su-Chiu Ke | Female | Vice President, Personal and Family Group, Chunghwa Telecom Department of Land Administration, National Chengchi University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Chung-Yung Chia | Male | Vice General Manager, Network Technology Group, Chunghwa Telecom Co., Ltd. Doctor of Computer Science, National Yang Ming Chiao Tung University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Cheng-Feng Lin | Male | Special assistant, Senao International Co., Ltd. EMBA, National Chengchi University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Director | Cheng-Kang Lin | Male | Project Manager, Senao International Co., Ltd. New Product Strategy Center IMBA, National Chengchi University Japanese, the University of British Columbia |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |||
| Independent Director | Kung-Liang Yeh | Male | Chairman, Fubon Securities Co., Ltd. EMBA, Finance, National Taiwan University |
✔️ (Convener) |
✔️ (Convener) |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ |
| Independent Director | Wen-Tsan Wu | Male | President, Metanoia Communications Inc. Master and Ph.D. In Electrical Engineering, University of Washington, U.S.A. |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |
| Independent Director | Fu-Hai Yeh | Male | Vice-Chairman, WPG Holdings Bachelor's degree in Electronic Engineering, Feng Chia University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |
| Independent Director | Min-Ching Cheng | Male | Chairman, Honghwa IC International Technology Co., Ltd. Bachelor's degree in Electrical Engineering, National Kaohsiung University of Applied Sciences |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | |
| Independent Director | Ying-Chi He | Male | General Manager, Yahoo! Digital Marketing Co., Ltd. Master's Degree in Business Administration, National Taiwan University |
✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ | ✔️ |
Board and functional committee performance self-evaluation
The company's board of directors adopted the "Board of Directors Performance Evaluation Measures" on December 27, 2019, The Board of Directors also performs at least one performance evaluation on the Board of Directors, individual board members, Audit Committee and Remuneration Committee before the end of each fiscal year according to the “Regulations Governing the Board Performance Evaluation.” The results of the internal performance evaluation in 2024 indicated excellent performance. In addition, we engage a professional third party to conduct an external evaluation of the Company every three years. In November 2022, we commissioned the Taiwan Corporate Governance Association to conduct an evaluation, and the evaluation report was issued in December of the same year.
The measurement items of the company's board of directors' performance evaluation include the following five aspects:
1. Degree of participation in company operations.
2. Improve the decision-making quality of the board of directors.
3. Board composition and structure.
4. Selection and continuing education of directors.
5. Internal control.
The measurement items for director members’ self-performance evaluation should include at least the following six aspects:
1. Mastery of company goals and tasks.
2. Cognition of directors’ responsibilities.
3. Degree of participation in company operations.
4. Internal relationship management and communication.
5. Professional and continuing education of directors.
6. Internal control.
The measurement items for functional committee performance evaluation should include at least the following five aspects:
1. Degree of participation in company operations.
2. Cognition of functional committee responsibilities.
3. Improve the decision-making quality of functional committees.
4. Composition and selection of members of functional committees.
5. Internal control.
The administration unit shall conduct the board’s internal evaluation, collect relevant information about the board of directors, individual directors and functional committees by December 31 of every year, and distribute following surveys:
1. “Self-assessment for the board’s (including functional committee) performance”: Individual director’s evaluation on the board of directors’ performance as a whole (including functional committee)
2. “Self-assessment on individual board member’s performance:” Self-evaluation on each individual director’s performance.
When administration unit calculates the evaluation results, it shall count the self-assessment score for the board of directors (including functional committee) and board members separately. The self-assessment score is the average of sum of scores from all items, and the average score represents evaluation results as follows:
1. For average score equal or above 4, the evaluation result is “Excellent.”
2. For average score less than 4 but above 3, the evaluation result is “Good.”
3. For average score less than 3, the evaluation result is “To be improved.”
The performance evaluations on the board as a whole, individual directors, audit committee and remuneration committee were completed on December 12, 2025, and the average score for the year 2025 were 4.71, 4.82, 4.89 and 4.91, all representing excellent performance. The result was reported in the board of directors’ meeting on February 11, 2026.
External performance evaluation of the Board of Directors
The Company’s Regulations Governing the Board Performance Evaluation was established and passed by the board of directors’ meeting on December 27, 2019, stipulating that External professional independent institutions or external expert and scholar teams evaluate the performance at least every three years. Results of external performance evaluation of the Board of Directors shall be completed before the end of Q1 of the next year.
The external evaluation institution or external expert and scholar team appointed for performance evaluation of the board of directors shall meet the regulations below:
1. The external evaluation institution or external expert and scholar team appointed for shall be professional and independent.
2. The external evaluation institution is primarily the relevant institution or management consultant company holding the education training course and providing the enterprise corporate governance service.
3. In the external expert and scholar teams, at least three experts or scholars in the Board of Directors or in the corporate governance field shall be assigned to evaluate performance evaluation of the Board of Directors and write the external evaluation analysis report.
In May 2025, the Company commissioned the external organization “Taiwan Corporate Governance Association” to conduct a board performance evaluation covering the period from January 1, 2023 to June 30, 2025. The Association appointed three evaluation experts—Mr. Tai-Chang Wang (Director of the Chinese Independent Directors Association), Dr. Hsiu-Wei Lin (Convener of the Finance and Accounting Division, National Science and Technology Council), and Ms. Han-Ni Fang (Audit and Assurance Partner at Deloitte Taiwan)—to carry out the assessment.
The evaluation was based on seven key dimensions: (1) Board Composition and Structure, (2) Director Selection and Continuing Education, (3) Board Participation in Company Operations, (4) Enhancing the Quality of Board Decisions, (5) Internal Control, (6) Sustainability Development, and (7) Value Creation. A total of 50 benchmark indicators were developed under these dimensions to form the evaluation questionnaire.
The assessment was conducted through questionnaires and online interviews. Interviewees included the Chairperson, the President, and one Independent Director (who also serves as the convener of a functional committee). The organization and the appointed experts have no business dealings with the Company and maintain independence. They are required to sign declarations of independence and confidentiality agreements.
The evaluation report is scheduled to be submitted in November 2025. The Company plans to present the results of the external board performance evaluation and the corresponding improvement actions to the Board of Directors in the first quarter of the following year.
The overall evaluation of the board performance by external entities, the suggestions, and the improvements made by the Company are as follows:
A. General evaluation results::
- The Company maintains a sound ownership structure, with board members primarily appointed or recommended by two major institutional shareholders. All five independent directors possess outstanding academic and practical backgrounds, with expertise spanning finance, electrical engineering, electronics, and management. The collective professionalism of the board enables diverse perspectives in decision-making, supporting the Company’s long-term sustainable operations and development.
- When reviewing major proposals or strategic issues, the Board and its functional committees require relevant departments to provide comprehensive materials and explanations in advance. This ensures sufficient pre-meeting communication and discussion, allowing directors to make informed decisions. Independent directors diligently fulfill their responsibilities, proactively offering suggestions and fully exercising their professional roles.
- The Board demonstrates a high level of self-discipline. In addition to conducting annual self-assessments of the Board and its committees, the Company has commissioned an external independent professional institution to conduct a board performance evaluation for the second time. The Board has actively responded to the results of the previous external evaluation, further strengthening its self-review mechanisms and demonstrating its commitment to continuous improvement.
- The Company has established an ESG Committee to actively promote ESG strategies and initiatives. It publishes an annual sustainability report, and the 2024 report was verified by a third party, reflecting the Board’s strong emphasis on sustainable development and its ambition to enhance ESG practices and performance. The Company’s ESG achievements have also been recognized externally, having received a Bronze Award in the Category I Corporate Sustainability Report and the Silver Level Certified Supplier for low-carbon sustainability.
- The Company values communication with stakeholders. In addition to providing dedicated contact personnel via phone and email, it has set up a confidential whistleblower email account managed directly by an independent director, offering a convenient and secure channel for feedback.
- The Company places great importance on information security and continues to oversee its management. It has established an Information Security Management Committee and developed comprehensive policies and protective measures. The status of these policies and their implementation is periodically reported to the Board and publicly disclosed on the Company’s corporate governance section of its website.
B. Suggestion and the improvement made by the Company:
- It is recommended that the Company establish a formal on-boarding program for newly appointed directors. This program should help new board members become familiar with their roles, relevant regulations, and industry landscape. Additionally, the Company should proactively design a diverse range of continuing education courses for directors to enhance their professional competencies, thereby improving decision-making quality and governance effectiveness.
- It is recommended that independent directors arrange separate communication sessions with the head of internal audit and the external certifying accountant. These meetings should be documented in writing to demonstrate the Company’s strong commitment to corporate governance, strengthen stakeholder confidence, and further reinforce the rigor of the internal control system.
- It is recommended that the Company is advised to disclose the roles and participation of independent directors in the ESG Committee on its official website and in its sustainability reports. This would highlight the Board’s strong commitment and proactive efforts toward sustainable development, while enhancing external stakeholders’ trust and recognition of the Company’s ESG governance.
Succession plan and its operation of the board members
(1) Our “Articles of Incorporation” explicitly specified that all candidates are nominated for election of the directors. “Corporate Governance Best-Practice Principles” and “Procedures for Election of Directors” explicitly stated that composition of the Board of Directors shall put diversity into consideration. The diversity approach is set up according to our operation, operational status and development need, including but not limited to standards in two aspects, basic condition and value, and professional knowledge and skill.
(2) As for the director succeeding plan that the Company continues to carry out, the director candidate database is built according to the standard below:
- Integrity, responsible, innovative and decision-making ability. Meet our core values. Have the professional knowledge and skill helpful for our operating management.
- Have the industrial experience associated with our business
- Expect that this member can help us continue to provide an effective, synergic and diverse Board of Directors that meet the Company’s requirements Expect to have at least one female director. For evaluation of competency of the overall Board of Directors, ability to conduct crisis management, international market perspective, ability to lead and ability to make policy decisions are required.
The election of director candidate of our Company must meet qualification examination and relevant regulations to ensure that if there’s vacancy or the Company plans to add more seats, the Company can identify and select appropriate new directors.
(3) Meanwhile, the Company explicitly formulates the “Regulations Governing the Board Performance Evaluation.” Through the performance evaluation items, the Regulations cover participation in company operation, enhancement of decision-making quality of the Board of Directors, composition and structure of Board of Directors, selection and continuing education of directors, and internal control, to ensure effective operation of the Board of Directors and evaluate performance of director as reference for direction selection.