Corporate Governance

📍　Cheng-Min Chuang｜ Independent Director ｜Convener and Chairperson

Dr. Chuang is currently a research fellow at National Taiwan University’s Research and Development Center for Medical Devices. He graduated from the University of Washington in Seattle, US, with a doctoral degree in Business Administration. Dr. Chuang possesses extensive research experience in enterprise internationalization management, international cooperation, joint ventures, and multinational corporate organization and coordination. He has contributed significantly to cultivating numerous management talents in Taiwan’s industry.

📍　Wen-Guu Huang｜ Independent Director

Mr. Huang earned his doctoral degree from the Department of Technology Application and Human Resource Development at National Taiwan Normal University. He has held various positions at the Ministry of Economic Affairs, including Director-General of the Bureau of Industrial Parks, gaining extensive experience in supporting the development of the electronics industry. He currently serves as an Independent Director of AEMC, chairs the Remuneration and Nomination Committee, and also serves as an Independent Director of Chang Wah Technology.

📍　Tammy Wang｜ Independent Director

Ms. Wang graduated from the Business Administration program at the University of Maryland in the US. She currently holds the position of Managing Director at DBS Bank and has held senior vice president roles at Standard Chartered Bank and vice president roles at Citibank, accumulating rich industry experience in the financial domain. Apart from serving as an independent director at our company, she concurrently serves as Chairperson of the Audit Committee, while holding the position of Independent Director at ShinyBrands.

📍　Chih-Yang Chang｜ Independent Director

Mr. Chang holds a Master's degree from Hawaii Pacific University. He currently serves as Director at Global Industries Education Foundation. Previously, he held various roles including researcher at Grand Cathay Securities, Assistant Manager at Barits International Securities’ Research Department, Executive Director at Barits International Securities (HK), Assistant Manager at Mega Securities' Research Department, Business Deputy Manager at Ta Chong Securities, and Director and supervisor at Globe Industries Corporation.

• Article 1 – Basis of Establishment
  To achieve sustainable development, align with international trends, and actively respond to stakeholders’ assessments of environmental, social, and corporate governance (ESG) risks and mitigation measures, the Company has established this Charter of the Sustainable Development and Risk Management Committee (hereinafter referred to as the “Committee”) in accordance with the Company’s Code of Practice for Sustainable Development and Code of Corporate Governance.

• Article 2 – Scope of Application
  The Committee’s composition, term of office, powers, rules of procedure, and the resources to be provided by the Company when exercising its duties shall all be governed by this Charter.

• Article 3 – Purpose
  The Committee assists the Board of Directors in decision-making and implementation regarding sustainable development and risk management. It covers three dimensions: Environmental (E), Social (S), and Governance/Economic (G), managing ESG-related risks and opportunities that affect the Company’s operations, conducting risk assessments, impact evaluations, and formulating response strategies and action plans.

• Article 4 – Composition, Number of Members, and Term

1. Members shall be appointed by resolution of the Board of Directors. The Committee shall consist of at least three members, with more than half being independent directors. The members shall elect one member as the convener.
2. The term of Committee members shall correspond to the term of the appointing Board of Directors. If a member resigns or is removed and the number of members falls below the required minimum, the Board may appoint a replacement.
3. The Committee may establish a dedicated or part-time unit for sustainable development, based on the Company’s size, industry characteristics, or other considerations to strengthen sustainable management.

• Article 5 – Powers and Responsibilities
  Committee members shall perform their duties with the care of a prudent manager and report to the Board :

• Sustainable Development :

1. Formulate, implement, and enhance the Company’s sustainable development policies, annual plans, and strategies.
2. Review, track, and revise the implementation and effectiveness of sustainable development initiatives.
3. Supervise ESG disclosure and review the sustainability report.
4. Oversee the implementation of the Company’s Code of Practice for Sustainable Development and other Board-approved ESG-related tasks.
   
   

• Risk Management :

1. Review risk management policies, procedures, and frameworks, and assess the effectiveness of risk strategies.
2. Approve qualitative and quantitative risk tolerances and allocate resources effectively.
3. Execute Board-approved risk management decisions, monitor the Company’s risk management mechanisms, and prioritize risk control measures.
4. Review the implementation of risk management and provide improvement recommendations, reporting annually to the Board.
   
   For the purposes of this Charter, "risk" broadly includes both opportunities with positive impact on operations and risks that may have negative impact.

• Article 6 – Meeting Convening and Notice

1. The Committee shall hold at least one meeting per year and may hold additional meetings as needed.
2. Meetings shall be convened with a notice specifying the purpose, sent to all members at least seven days prior, except in emergencies.
3. Meetings shall be held at the Company’s premises during business hours or at a location and time convenient for members.
4. Members shall elect a convener and chair. If no convener is elected, the independent director with the highest voting rights shall serve. In case of absence or inability to convene, the convener may designate another member to act; if none is designated, the members shall elect a substitute.

• Article 7 – Meeting Procedures
  If, at the scheduled time, less than half of the Committee members are present, the chair may postpone the meeting for up to two times. If quorum is still not met, the chair shall reconvene according to Article 6 procedures.

• Article 8 – Attendance and Resolutions

1. The agenda is set by the convener; other members may propose items for discussion.
2. A sign-in sheet shall be provided, and attendance recorded.
3. Members shall attend in person; proxy attendance is permitted for one member only. Attendance via video conference counts as in-person.
4. The Committee may invite executives, relevant department managers, internal auditors, accountants, legal advisors, or other personnel to attend and provide necessary information, but they must leave during discussions and voting.
5. Resolutions require a majority of members present, except as otherwise provided by law or the Articles of Association. If no objection is raised when the chair solicits consent, the resolution shall be deemed passed with the same effect as a formal vote.

• Article 9 – Conflict of Interest
  Members with personal interest in any agenda item must disclose such interests. If participation may harm the Company’s interests, they shall abstain from discussion and voting and may not exercise voting rights on behalf of another member. Spouses or relatives within the second degree of kinship are considered to have the same conflict of interest.

• Article 10 – Minutes of Meeting 
  
  Minutes shall be prepared and include :

• Meeting session, time, and place
• Chairperson’s name
• Attendance record, including absences and excuses
• Names and positions of attendees
• Recorder’s name
• Reports
• Discussion items: resolution methods and results, objections or reservations
• Any motions: proposer, resolution method and result, attendees’ statements, abstentions, objections, or reservations 
• Other necessary records
  
  The sign-in sheet and video/audio records of video conferences are part of the minutes.
  
  Minutes shall be signed or sealed by the chair and recorder, distributed within 20 days, filed as important Company records, and retained for five years. Minutes may be produced and distributed electronically.

• Article 11 – Appointment of Experts
  The Committee may appoint external experts for audits or advisory support related to its duties, with fees borne by the Company.

• Article 12 – Authorization for Execution
  Decisions made by the Committee may be delegated to the convener or other members for execution, who must report in writing or orally during execution, and, if necessary, submit for ratification or reporting at the next Committee meeting.

• Article 13 – Implementation
  This Charter shall be effective upon approval by the Committee, the Audit Committee, and the Board of Directors. Amendments shall follow the same process.
  
  This Charter was established on August 13, 2025.