Corporate Governance Unit

Implementation and operation of corporate governance

Corporate Governance Officer

Effective December 1, 2025, Deputy General Manager HOU CHIN HWA will serve as the Company’s Corporate Governance Officer. The Board of Directors’ Secretariat will assist the Corporate Governance Officer in handling matters related to corporate governance, including but not limited to providing directors with the information necessary to perform their duties, assisting directors in complying with laws and regulations, handling matters related to Board of Directors and shareholders’ meetings in accordance with the law, and preparing the minutes of Board of Directors and shareholders’ meetings.

  • The corporate governance execution of 2026－
  • Finished all the matters of Board of Directors meetings and Shareholders meetings according to laws.
  • Assisted the directors to complete all training plans.
  • Held educational training about corporate governance and related regulations.
  • Conduct the Board performance evaluation for 2025 (including evaluations of the functional committees—the Compensation Committee and the Audit Committee) and report the results to the Board in 2026.
  • Add or amend the Company’s internal corporate governance regulations in accordance with relevant laws and regulations governing corporate governance.

The implementation of external board performance evaluations-Year 2024。

The Ethical Management Team

The Company has designated the Integrity in Business Promotion Task Force as the dedicated unit reporting to the Board of Directors. The Task Force is provided with sufficient resources and qualified personnel to handle the revision, implementation, interpretation, consultation services, and the logging and archiving of reports, as well as overseeing their implementation. In addition to the Chairman-who is the Company’s General Manager-the members include, as ex officio members, executives at the Business Division level or above from each business unit within the Group, as well as heads of the Human Resources and Legal departments. The unit is primarily responsible for the following matters and reports to the Board of Directors on a regular basis (at least once a year):

  • 1. Assisting in integrating integrity and ethical values into the Company’s business strategies and establishing relevant anti-fraud measures to ensure ethical business practices in accordance with laws and regulations.
  • 2. Periodically analyze and assess risks of unethical conduct within the scope of business operations, and based on such assessments, formulate plans to prevent unethical conduct, as well as establish standard operating procedures and codes of conduct related to specific business operations within each plan.
  • 3. Plan the internal organizational structure, staffing, and responsibilities, and establish mutual oversight and checks-and-balances mechanisms for business activities within the scope of operations that carry a higher risk of unethical conduct.
  • 4. Promote and coordinate training and awareness programs regarding the integrity policy.
  • 5. Establish a whistleblower system and ensure its effective implementation.
  • 6. Assist the Board of Directors and management in auditing and evaluating whether the preventive measures established to ensure integrity in business operations are functioning effectively, and periodically assess compliance with relevant business processes and prepare reports.
  • 7. It is recommended to prepare and properly maintain documented information regarding the integrity management policy, compliance statements, implementation commitments, and implementation status.

The Integrity Management Promotion Task Force shall convene at least once a year. The Corporate Governance Unit serves as the administrative support unit for the Task Force, responsible for assisting with agenda preparation, issuing meeting notices, facilitating proceedings, maintaining meeting minutes, assisting the Chairperson in reporting the status of integrity management implementation to the Board of Directors, and handling other related matters.

The Company has established “Procedures for Handling Material Inside Information” and “Insider Trading Rules” to avoid improper leakage of undisclosed information, and to inform insiders of relevant insider trading laws and regulations.
The Company notifies insiders via e-mail before the end of each quarter regarding the periods during which trading of the Company’s shares is prohibited in the following quarter, to prevent insiders from inadvertently violating the Securities and Exchange Act and other equity-related laws and regulations. The relevant periods are as follows:

  • The period prior to or within 18 hours after the public disclosure of monthly consolidated revenue.
  • 15 days prior to the announcement of each quarterly financial report.
  • 30 days prior to the announcement of the annual financial report.
  • 2026 Implementation Status:
  • Q1 - Notification issued on December 18, 2025.
  • Q2 - Notification issued on March 19, 2026.
  • Q3 - Notification issued on June 16, 2026.
  • Q4 - Notification issued on September 15, 2026.

In addition to conducting annual training sessions for all employees on our business integrity policy to enhance their understanding of professional ethics and regulatory compliance, the Company also provides such training to new hires to convey the importance of integrity. The training content includes the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Guidelines for the Adoption of Codes of Ethical Conduct.” Course presentations are made available on the Company’s internal system for employees to review at any time.

The Ethical Management Team held a meeting on September 15, 2025. In addition to formulating the 2026 annual plan, it reported the content of the annual plan implemented during 2025, and reported the implementation of the promotion of the ethical corporate management policy on November 12, 2025 in the board of directors.

Corporate Governance Unit

Corporate Governance Officer

Effective December 1, 2025, Deputy General Manager HOU CHIN HWA will serve as the Company’s Corporate Governance Officer. The Board of Directors’ Secretariat will assist the Corporate Governance Officer in handling matters related to corporate governance, including but not limited to providing directors with the information necessary to perform their duties, assisting directors in complying with laws and regulations, handling matters related to Board of Directors and shareholders’ meetings in accordance with the law, and preparing the minutes of Board of Directors and shareholders’ meetings.

Implementation and operation of corporate governance

  • The corporate governance execution of 2026－
  • Finished all the matters of Board of Directors meetings and Shareholders meetings according to laws.
  • Assisted the directors to complete all training plans.
  • Held educational training about corporate governance and related regulations.
  • Conduct the Board performance evaluation for 2025 (including evaluations of the functional committees—the Compensation Committee and the Audit Committee) and report the results to the Board in 2026.
  • Add or amend the Company’s internal corporate governance regulations in accordance with relevant laws and regulations governing corporate governance.
  • Board of Director Performance Evaluation－

The implementation of external board performance evaluations-Year 2024。

The Ethical Management Team

The Company has designated the Integrity in Business Promotion Task Force as the dedicated unit reporting to the Board of Directors. The Task Force is provided with sufficient resources and qualified personnel to handle the revision, implementation, interpretation, consultation services, and the logging and archiving of reports, as well as overseeing their implementation. In addition to the Chairman-who is the Company’s General Manager-the members include, as ex officio members, executives at the Business Division level or above from each business unit within the Group, as well as heads of the Human Resources and Legal departments. The unit is primarily responsible for the following matters and reports to the Board of Directors on a regular basis (at least once a year):

  • 1. Assisting in integrating integrity and ethical values into the Company’s business strategies and establishing relevant anti-fraud measures to ensure ethical business practices in accordance with laws and regulations.
  • 2. Periodically analyze and assess risks of unethical conduct within the scope of business operations, and based on such assessments, formulate plans to prevent unethical conduct, as well as establish standard operating procedures and codes of conduct related to specific business operations within each plan.
  • 3. Plan the internal organizational structure, staffing, and responsibilities, and establish mutual oversight and checks-and-balances mechanisms for business activities within the scope of operations that carry a higher risk of unethical conduct.
  • 4. Promote and coordinate training and awareness programs regarding the integrity policy.
  • 5. Establish a whistleblower system and ensure its effective implementation.
  • 6. Assist the Board of Directors and management in auditing and evaluating whether the preventive measures established to ensure integrity in business operations are functioning effectively, and periodically assess compliance with relevant business processes and prepare reports.
  • 7. It is recommended to prepare and properly maintain documented information regarding the integrity management policy, compliance statements, implementation commitments, and implementation status.

The Integrity Management Promotion Task Force shall convene at least once a year. The Corporate Governance Unit serves as the administrative support unit for the Task Force, responsible for assisting with agenda preparation, issuing meeting notices, facilitating proceedings, maintaining meeting minutes, assisting the Chairperson in reporting the status of integrity management implementation to the Board of Directors, and handling other related matters.


Implementation and operation of corporate governance

The Company has established “Procedures for Handling Material Inside Information” and “Insider Trading Rules” to avoid improper leakage of undisclosed information, and to inform insiders of relevant insider trading laws and regulations.
The Company notifies insiders via e-mail before the end of each quarter regarding the periods during which trading of the Company’s shares is prohibited in the following quarter, to prevent insiders from inadvertently violating the Securities and Exchange Act and other equity-related laws and regulations. The relevant periods are as follows:

  • The period prior to or within 18 hours after the public disclosure of monthly consolidated revenue.
  • 15 days prior to the announcement of each quarterly financial report.
  • 30 days prior to the announcement of the annual financial report.
  • 2026 Implementation Status:
  • Q1 - Notification issued on December 18, 2025.
  • Q2 - Notification issued on March 19, 2026.
  • Q3 - Notification issued on June 16, 2026.
  • Q4 - Notification issued on September 15, 2026.

In addition to conducting annual training sessions for all employees on our business integrity policy to enhance their understanding of professional ethics and regulatory compliance, the Company also provides such training to new hires to convey the importance of integrity. The training content includes the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Guidelines for the Adoption of Codes of Ethical Conduct.” Course presentations are made available on the Company’s internal system for employees to review at any time.

The Ethical Management Team held a meeting on September 15, 2025. In addition to formulating the 2026 annual plan, it reported the content of the annual plan implemented during 2025, and reported the implementation of the promotion of the ethical corporate management policy on November 12, 2025 in the board of directors.

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