Investor Relations

Governance

Board of Directors

Implementation of Board Diversity and Independence

I. Board Diversity

Policies concerning the enhancement of board functions are set out in the Company's "Corporate Governance Best Practice Principles". Board composition shall take into account standards of multiple aspects including gender, age, nationality, culture, professional background (e.g., corporate governance, law, accounting/financial analysis, industry know-how, marketing, leadership, decision-making and business management), professional skills and industry experience. For the business developments of the Company, the board shall comprise experts of industry, finance and accounting and management. Each field of expertise, including business management, accounting and financial analysis and law, shall be covered by at least one board member.

The board has seven directors at present, including three independent directors, with different professional background or expertise. Board members' professional background and skills in corporate governance, marketing, industry know-how, leadership, decision-making, business management, accounting and financial analysis and legal affairs can effectively facilitate the Company with the implementation of business and future development strategies, which is in line with the diversity policy. The average age of current board members is 54-year-old. More than 14% of directors are over 61 years old while directors under 60 years old account for 86%. Except for directors with R.O.C. nationality, there is one director of Chinese (Hong Kong) nationality. CWE has always been concerned about gender equality in the board. We now have 3 females director among the seven directors, representing 42% of the board. Details are as follows:

	Basics					Professional Knowledge and Skill
Name of Director Core Items	Nationality	Gender	Age	CWE Employee	Seniority	Corporate Governance	Marketing	Industry Know-how	Leadership	Decision making	Business Management	Financial Analysis
ChairmanDirector Hung, Chuen-Sing	Hong Kong	Male	60
Director Gary Huang	Taiwan	Male	35
Director Huang, Lu-Hui	Taiwan	Female	58
Director Li, Hsing-Chuan	Taiwan	Female	56
Independent Director Kong,Chi-Chuan	Taiwan	Male	65		6
Independent Director Huang, Li-Yuan	Taiwan	Male	53		<1
Independent Director Hsu, Xiao-Ling	Taiwan	Female	51		<1

Diversity policy

1. Rules for Election of Directors:

Article 1

Unless otherwise provided in laws and regulations or the Articles of Incorporation, the Company's directors shall be elected in accordance with the Rules.

The election of directors shall take into account the overall board composition. Board members shall be diverse and an appropriate diversity policy shall be formulated based on the Company's operations, business style and development needs. The policy shall include, but not limited to, criteria of the following two aspects:

1. Basic requirements and values: gender, age, nationality, culture, etc.
2. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

Board members shall possess the knowledge, skills and competence required to perform their duties, including:
1. Operational judgment
2. Accounting and financial analysis
3. Business management
4. Crisis management
5. Industrial know-how
6. International market perspective
7. Leadership
8. Decision-making

The majority of directors shall not be spouses or within second-degree of kinship to each other.

2. Corporate Governance Best Practice Principles:

Chapter 3

Enhance the functions of the board of directors
Section 1

Board structure
Article 20
The board shall direct corporate strategies, supervise the management, and be accountable to the Company and shareholders. The procedures and arrangements of the corporate governance system shall ensure that the board exercises its power pursuant to the laws and regulations, the Articles of Incorporation or the resolutions of the shareholders' meetings.

The board is set to have seven to nine directors based on the Company's business scale, shareholdings of major shareholders and practical needs from operation.

Board members shall be diverse. Besides not having more than one-third of directors concurrently serving as managerial officers of the Company, an appropriate diversity policy shall be formulated based on the Company's operations, business style and development needs. The policy shall include, but not limited to, criteria of the following two aspects:
1. 1. Basic requirements and values: gender, age, nationality, culture, etc.
2. 2. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
1. Board members shall possess the knowledge, skills and competence required to perform their duties. To achieve the desired objectives of corporate governance, the board as a whole shall possess the following competencies:
2. 1. Operational judgment
3. 2. Accounting and financial analysis
4. 3. Business management
5. 4. Crisis management
6. 5. Industrial know-how
7. 6. International market perspective
8. 7. Leadership
9. 8. Decision-making

II. Board Independence

The Company’s Board of Directors consists of seven directors, including three independent directors. Independent directors account for 43% of the total number of directors, exceeding one-third of the Board. Upon review, all three independent directors meet the qualification requirements set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. None of the directors has a spousal relationship or kinship within the second degree of consanguinity with any other director, in compliance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

The Board of Directors emphasizes independent operation and transparency. All directors and independent directors are independent individuals who exercise their duties independently. The three independent directors, in accordance with applicable laws and regulations and through the functions of the Audit Committee, oversee the Company’s existing and potential risk controls, effectively supervise the implementation of internal controls, the appointment, dismissal, and independence of the external auditor, and the proper preparation of financial statements.

In addition, pursuant to the Company’s Procedures for the Election of Directors, directors and independent directors are elected through a cumulative voting system and a candidate nomination system to encourage shareholder participation. Shareholders holding a certain number of shares are entitled to nominate candidates. The review of candidate qualifications and confirmation of the absence of any circumstances specified in Article 30 of the Company Act are conducted and disclosed in accordance with applicable laws, thereby protecting shareholders’ rights, preventing the monopolization or excessive proliferation of nomination rights, and maintaining board independence.

III. Board Management Objectives and Implementation Status

The Company’s current Board of Directors consists of seven directors. The specific management objectives of the Board diversity policy and their implementation status are as follows:

Management Objective	Status
Independent directors account for more than one-third of the total number of directors	Achieved
Directors concurrently serving as company executives do not exceed one-third of the total number of directors	Achieved
The term of office of independent directors does not exceed three consecutive terms	Achieved
Adequate diversity of professional knowledge and skills	Achieved
Members of different genders on the Board account for at least one-third of the total number of directors	Achieved