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Board Performance Evaluation
Implementation and results of 2025 self-assessment for board performance review
In order to implement corporate governance, enhance the board functions and set the performance targets to strengthen the operational efficiency of the board, the "Self-Evaluation or Peer Evaluation of the Board of Directors" was established pursuant to the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and approved by the board of directors on December 18, 2020. The most recent revision was made on December 18, 2025.
1. Evaluation frequency and period
The board shall conduct internal performance reviews annually in accordance with the evaluation procedures and indicators set out in the rules.
The performance evaluation of the board shall be conducted by an external independent agency or a team of external experts and scholars at least once every three years.
The performance evaluation results shall be completed by the end of the first quarter of the following year.
2. Evaluation scope and method
Evaluation scope: the board as a whole, individual board members and functional committees.
Evaluation method: internal self-assessment of the board, self-assessment of board members, and internal self-assessment of the functional committees.
3. Evaluation process
The evaluation is conducted internally in the form of questionnaires, including the "Self-Assessment Questionnaire for Board Performance", "Self-Assessment Questionnaire for Board Member Performance", and "Self-Assessment Questionnaire for Functional Committee Performance". In accordance with regulations, an external evaluation of the board's performance was also commissioned to LSA Grace Consulting Co., Ltd., which issued a corresponding evaluation report.
4. Self-assessment indicator and grade
(1) Self-assessment for board performance review
| Aspect | No. of Indicators | Weight | Score | Converted Score |
|---|---|---|---|---|
| A. Level of participation in the Company's operation | 12 | 26.70% | 4.92 | 26.26 |
| B. Enhancement on the quality of board decisions | 12 | 26.70% | 5.00 | 26.70 |
| C. Board composition and structure | 7 | 15.60% | 5.00 | 15.60 |
| D. Election and continuing education of directors | 7 | 15.60% | 4.86 | 15.15 |
| E. Internal control | 7 | 15.60% | 5.00 | 15.60 |
| Evaluation result | 45 | 100.00% | 4.97 | 99.31 |
Evaluation result: The evaluation covered 45 indicators in five aspects. The overall score was 4.97/5, or 99.31/100 when converted into points, indicating an excellent operation and receiving positive reviews.
(2) Self-assessment for board member performance review
| Aspect | No. of Indicators | Weight | Score | Converted Score |
|---|---|---|---|---|
| A. Understanding of the Company's goals and missions | 3 | 13.64% | 4.81 | 13.12 |
| B. Understanding of director's duties | 3 | 13.64% | 4.81 | 13.12 |
| C. Level of participation in the Company's operation | 7 | 31.82% | 4.80 | 30.52 |
| D. Internal relationship management and communication | 3 | 13.64% | 4.81 | 13.12 |
| E. Professionalism and continuing education of directors | 3 | 13.64% | 4.81 | 13.12 |
| F. Internal control | 3 | 13.64% | 4.76 | 12.99 |
| Evaluation result | 22 | 100.00% | 4.80 | 95.99 |
Evaluation result: The evaluation covered 22 indicators in six aspects. The overall score was 4.80/5, or 95.99/100 when converted into points, indicating an excellent operation and receiving positive reviews.
(3) Self-assessment for Audit Committee performance review
| Aspect | No. of Indicators | Weight | Score | Converted Score |
|---|---|---|---|---|
| A. Level of participation in the Company's operation | 4 | 18.18% | 5.00 | 18.18 |
| B. Understanding of the functional committee's duties | 5 | 22.72% | 5.00 | 22.72 |
| C. Enhancement on the quality of functional committee's decisions | 7 | 31.82% | 5.00 | 31.82 |
| D. Composition of the functional committee and election of members | 3 | 13.64% | 5.00 | 13.64 |
| E. Internal control | 3 | 13.64% | 5.00 | 13.64 |
| Evaluation result | 22 | 100.00% | 5.00 | 100.00 |
Evaluation result: The evaluation covered 22 indicators in five aspects. The overall score was 5/5, or 100/100 when converted into points, indicating an excellent operation and receiving positive reviews.
(4) Self-assessment for Compensation Committee performance review
| Aspect | No. of Indicators | Weight | Score | Converted Score |
|---|---|---|---|---|
| A. Level of participation in the Company's operation | 4 | 21.05% | 5.00 | 21.05 |
| B. Understanding of the functional committee's duties | 5 | 26.32% | 5.00 | 26.32 |
| C. Enhancement on the quality of functional committee's decisions | 7 | 36.84% | 5.00 | 36.84 |
| D. Composition of the functional committee and election of members | 3 | 15.79% | 5.00 | 15.79 |
| Evaluation result | 19 | 100.00% | 5.00 | 100.00 |
Evaluation result: The evaluation covered 19 indicators in five aspects. The overall score was 5/5, or 100/100 when converted into points, indicating an excellent operation and receiving positive reviews.
(5) Self-assessment for Sustainable Development Committee performance review
| Aspect | No. of Indicators | Weight | Score | Converted Score |
|---|---|---|---|---|
| A. Level of participation in the Company's operation | 4 | 23.53% | 5.00 | 23.52 |
| B. Understanding of the functional committee's duties | 3 | 17.65% | 5.00 | 17.65 |
| C. Enhancement on the quality of functional committee's decisions | 7 | 41.18% | 5.00 | 41.18 |
| D. Composition of the functional committee and election of members | 3 | 17.65% | 5.00 | 17.65 |
| Evaluation result | 17 | 100.00% | 5.00 | 100.00 |
Evaluation result: The evaluation covered 17 indicators in five aspects. The overall score was 5/5, or 100/100 when converted into points, indicating an excellent operation and receiving positive reviews.
(6) Conclusion
5. Implementation of External Board Performance Evaluation
In August 2025, an external board performance evaluation was commissioned to LSA Grace Consulting Co., Ltd. The evaluation period covered November 29, 2024 to November 28, 2025. The executive committee members and responsible consultants of LSA Grace Consulting Co., Ltd. who conducted the board performance evaluation (hereinafter collectively referred to as the “Evaluation Team”) carried out the evaluation with impartiality, objectivity, and integrity, and without any circumstances that might compromise their independence. An independence statement has also been issued.
In addition to reviewing the Company's written statements and relevant supporting documents provided in relation to the evaluation indicators, the Evaluation Team conducted on-site interviews at the Company on December 17, 2025. Interviewees included the Chairman, two Independent Directors (the conveners of the Audit Committee and the Compensation Committee), the President, the Corporate Governance Officer, the Head of Internal Audit, and the Finance Officer.
Evaluation Scope and Items
(1)The operations of the Company's Board of Directors were reviewed based on five major dimensions: the degree of the board's participation in company operations, enhancement of the quality of board decision-making, board composition and structure, selection and continuing education of directors, and internal control.
(2)The participation of the Company's Directors was assessed across six major dimensions: understanding of corporate goals and missions, awareness of directors' responsibilities, degree of participation in company operations, internal relationship management and communication, directors' professional competence and continuing education, and internal control.
(3)The operations of the Company's functional committees was reviewed based on five major dimensions: the degree of functional committees' participation in company operations, awareness of functional committee responsibilities, enhancement of the quality of functional committee decision-making, composition of functional committees and selection of members, and internal control.
Overall Assessment
- The Chairman, more than half of the directors, and the convener of the Audit Committee personally attended the 2025 Annual General Meeting of Shareholders, with the attendance list disclosed in the meeting minutes.
- No government agency or single corporate entity, including its subsidiaries, held one-third or more of the seats on the board.
- No more than two directors were spouses or relatives within the second degree of kinship, and the Chairman and the President were neither the same person nor spouses or relatives within the first degree of kinship.
- The number of directors who also held positions as employees of the Company, its parent company, subsidiaries, or affiliated companies did not exceed one-third of the total board seats, and more than half of the directors did not concurrently serve as employees or managers.
- Independent directors made up more than one-third of the total number of board seats, and no independent director served more than three consecutive terms.
- All interim financial reports were reviewed and approved by the Audit Committee before being submitted to the Board of Directors for discussion and resolution. The Audit Committee maintained effective communication channels with the Head of Internal Audit and the certifying accountants, and any separate communications were disclosed on the Company's website.
- The Board of Directors regularly referred to Audit Quality Indicators (AQIs) to assess the independence and suitability of the certifying accountants, with the relevant assessment procedures publicly disclosed.
- All reappointed directors completed at least six hours of continuing education each year, in accordance with the “Guidelines for the Implementation of Continuing Education for Directors of TWSE/TPEx Listed Companies.”
- The Company publicly disclosed the individual remuneration of directors and managers, as well as the linkage between performance evaluation and remuneration.
Future Improvement Recommendations and the Company's Response
(1) Recommendation: It was recommended that the Company adopt physical shareholders' meetings supplemented by video conferencing to promote diversified participation in shareholders' meetings and to further practice shareholder activism.
Company's Response:
After a comprehensive assessment of the Company's shareholder structure, participation patterns, and the current operation of shareholders' meetings, institutional shareholders and investment trust firms currently account for more than 60% of the Company's shareholding structure. Major shareholders are primarily institutional investors who have fully exercised their shareholder rights via electronic voting, proxy solicitation, and existing communication channels. Overall participation and voting efficiency have remained stable.
Considering the current structure of shareholders participating in shareholders' meetings and practical operational needs, the existing model of physical shareholders' meetings supplemented with an electronic voting mechanism effectively balances shareholder convenience and orderly meeting operations. In addition, for certain individual shareholders, there are still differences in familiarity with and actual demand for real-time interactive video conferencing tools. A comprehensive implementation of virtual shareholders' meetings (including hybrid or fully virtual formats) may increase the complexity of meeting execution and management, and would require careful evaluation in terms of meeting efficiency and fairness in exercising shareholders' rights.
Based on considerations of protecting shareholders' rights, ensuring the quality of shareholders' meetings, and maintaining information transparency, the Company currently has no plans to adopt a virtual shareholders' meeting mechanism. However, the Company will continue to monitor policy developments from the competent authorities and the Taiwan Stock Exchange, as well as the practical operation and market adoption of the virtual shareholders’ meeting platform provided by the Taiwan Depository & Clearing Corporation. In the future, the Company will prudently assess the feasibility of introducing video-assisted or fully virtual shareholders' meetings based on changes in shareholder structure, shareholder participation needs, and the maturity of digital tools. The Company will also formulate relevant internal management regulations as necessary to ensure the legality, smooth operation, and adequate disclosure of information during shareholders' meetings.
The above evaluation results were issued in a Board Performance Evaluation Report by LSA Grace Consulting Co., Ltd. on December 31, 2025, and are scheduled to be reported to the board of directors in the first quarter of 2026.
For the complete report, please refer to the Board Performance Evaluation Report (Chinese version only).
6. Improvement plan
Results of the 2025 board performance evaluation will be reported to the board of directors in the first quarter of 2026. Improvement plans for areas with low self-assessment scores are set out below:
| Item | Indicator with Low Self-assessment Score | Improvement Measure |
|---|---|---|
| 1 | None | N/A |
Note: Recommendations from the external evaluation have been disclosed in the above Item 5, “Implementation of External Board Performance Evaluation.” This table lists only items with lower self-assessment scores.