● BOD

Board Responsibilities

The Board of Directors shall guide strategy, supervise management, and be accountable to the Company and shareholders, exercising its authority in accordance with laws, the Articles of Incorporation, and shareholders’ resolutions.

Board's Meeting Resolutions

● Directors & Supervisors

● Succession planning and operation of the Company's Board of Directors and key management personnel

(1) The following criteria are used to establish a database of director candidates for the Company's ongoing succession plan:

A. Integrity, responsibility, innovation and decision-making ability, in line with the Company's core values, and with expertise and skills that contribute to the management of the Company.

B. In terms of the Board of Directors’ expertise on the whole, industry experience (such as real estate, law, banking, accounting, and tax) and expertise (such as business management, decision-making, crisis management, and industry knowledge) related to the business of the Company are required.

C. The addition of this member is expected to provide the Company with a Board of Directors that is effective, diverse and responsive to the Company's needs.

(2) The Company has formulated the "Evaluation Methods for the Board of Directors" and regularly conducts performance evaluations. Through relevant measurement items, including mastery of the Company’s goals and tasks, awareness of directors’ responsibilities, participation in the Company’s operations, internal relationship management and communication, directors’ professionalism and continuing education, internal control, and specific opinion expression, the Company can confirm the effective operation of the Board of Directors and evaluate the performance of directors, as a reference for future selection of directors.

(3) The Chairman of the Company is young and promising, and his leadership style is energetic and positive. Therefore, in case of major decisions, the Chairman of the Board of Directors discusses the decision direction with senior executives (Executive Vice President and CFO), and the senior executives lead a number of middle level executives (Assistant Vice Presidents and Managers). The roles played by the middle level executives are mainly: implement the decisions, deliver to junior employees, and communicate with senior managers.

(4) The Company provides training opportunities (internal or external) to enable management staff to enhance their professional knowledge and skills, which in turn improves work efficiency. Middle executives also participate in regular executive meetings and departmental meetings. In addition, The Company has implemented the duty agent mechanism, when senior executives are on leave or on business trips, middle executives are assigned to perform duties on their behalf. Therefore, through the communication and discussion process in meetings and the duty agent mechanism, the middle executives have been able to accumulate experience, not only to cultivate the ability, but also to convey the Company's core values and future blueprint, so as to avoid a manpower gap in the Company. In this way, they are able to achieve a consistent direction of the Company's overall operation and to meet the rapidly changing environment.

(5)The management succession plan and implementation are as follows:

(6) The Company held the following training courses for management

● Regular Performance Assessment of the Board and Its Committees

1.The Company’s Board of Directors has approved the “Board Performance Evaluation Measures”, stipulating that the Board, the Remuneration Committee, and the Audit Committee shall each conduct a performance evaluation at least once a year, to be completed before the end of the first quarter of the following year.

2.On February 26, 2025, the Company’s Board of Directors submitted the “2024 Performance Evaluation of the Board, Audit Committee, and Remuneration Committee”, which was approved by resolution of all directors.

3.Evaluation of the Board of Directors, Evaluation content includes :
A. Participation in the Company's operations
B. Improvement of the Board's decision-making quality
C. Composition and structure of the Board
D. Election and continuing education of Directors
E. Internal control

4.Evaluation of the Board members, Evaluation content includes :
A. Execution of the Company's goals and tasks
B. Understanding of the Director's roles and responsibilities
C. Participation in the Company's operations
D. Management and communication of internal relations
E. Expertise and continuing education of Directors
F. Internal control

5.Evaluation of the Remuneration Committee, Evaluation content includes :
A. Participation in the Company's operations
B. Awareness of the duties of the functional committee
C. Quality of decisions made by the functional committee
D. Improvement of the composition and member election of the functional committee
E. Internal control

6.Evaluation of the Audit Committee, Evaluation content includes :
A. Participation in the Company's operations
B. Awareness of the duties of the functional committee
C. Quality of decisions made by the functional committee
D. Improvement of the composition and member election of the functional committee
E. Internal control

7.Evaluation of the Sustainability Development Committee, Evaluation content includes
A. Participation in the Company's operations
B. Awareness of the duties of the functional committee
C. Quality of decisions made by the functional committee
D. Improvement of the composition and member election of the functional committee
E. Internal control

8.The performance evaluation results for 2024 of the Company’s Board of Directors, individual directors, the Remuneration Committee, the Audit Committee, and the Sustainability Committee are as follows:

9.The results of the external evaluation of the Company’s Board of Directors for 2023 are as follows:

The Company revised the "Evaluation Methods for the Board of Directors" on August 11, 2020, as approved by the Board of Directors. The Board's performance evaluation will be conducted at least once every three years by an external professional independent organization or a team of external experts.
In December 2023, the Company appointed the Taiwan Investor Relations Institute to conduct an external board performance evaluation (duration: January 2023 - December 2023).
The institution and executing experts have no business dealings with the Company and maintain independence.
The evaluation was carried out through questionnaires and on-site visits, focusing on the Board od Directors' composition and professional development, decision-making quality, efficiency, internal control and risk management, as well as their involvement in corporate social responsibility.
The Institute’s findings, detailed in a report issued on January 29, 2024,with the following overall evaluation content and measures:

(1) Overall assessment of the evaluation report
The Board composition has a balanced structure of internal and external directors, as well as independent directors.
All directors’ professional knowledge, skills, and experience meet the operational and developmental needs of the evaluated company, including expertise in real estate, law, banking, accounting, taxation, as well as capabilities in business management, leadership decision-making, and crisis handling that align with the Company’s developmental needs.
In 2023, all nine individual Board members completed the required training hours as stipulated by the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies", enhancing their adaptability through continuous learning to keep abreast of the latest knowledge.
In addition, the Independent Directors of the evaluated company communicate with CPAs from time to time to understand the Company's financial operations, and CPAs attend Audit Committee meetings to report to Independent Directors on the annual key audit items, audit direction and planning, key audit points, audit results of
the financial statements, and the impacts of updates to laws and regulations.
(2) Recommended improvements and future improvement plans

● Communications between independent directors , internal audit supervisor,and the accountant

Communication between Independent Directors and CPAs

Independent directors and auditors hold at least one separate annual meeting to discuss internal controls, financial audits, and related matters. Separate communication in 2025 is as follows:

Communication between Independent Directors and the Chief Internal Auditor.

1. The Head of Internal Audit compiles the monthly audit reports into an “Audit Report Summary” at the end of each month and provides it, along with the electronic audit report files, to the independent directors for review.
2.The Head of Internal Audit regularly reports to the Audit Committee on internal audit results, submits the annual audit plan, the Internal Control Statement, and any revisions to the Internal Control System and Internal Audit Implementation Guidelines.
3.Independent directors and the Head of Internal Audit hold at least one separate annual meeting to discuss audit performance and effectiveness, next year’s audit plans and objectives, and matters of interest to independent directors.
4.The communication channels between the Head of Internal Audit and independent directors are diverse and effective.
5.The details of separate communication between independent directors and the Head of Internal Audit are as follows:

● Independent Director election results

114年股東常會：

●Remuneration Committee

I.The Compensation Committee of the Company performs its functions in a professional and objective manner, regularly evaluating the performance of directors and executives, as well as the Company’s compensation policies and systems, and submitting recommendations to the Board of Directors for decision-making reference. The Committee consists of three members and convenes at least twice a year.

II.The composition, duties, and operation of the Company’s Compensation Committee are as follows:

●Audit Committee

I.The Audit Committee assists the Board of Directors, from a professional perspective, in overseeing the integrity and quality of the Company’s financial reporting, accounting practices, internal control system, and major transactions.
II.Matters Reviewed by the Audit Committee
Matters reviewed by the Audit Committee include the Company’s annual financial statements, internal audit activities, internal control system, material asset transactions, loans of funds, endorsements or guarantees, fundraising or issuance of securities, derivative financial instruments, related-party transactions; the appointment, dismissal, or remuneration of the CPA; and the appointment or dismissal of the heads of finance, accounting, or internal audit.
III.The Audit Committee is composed entirely of independent directors and convenes at least four meetings each year.
IV. The composition, duties, and operation of the Company’s Audit Committee are as follows:

●ESG Committee

I. Functions of the Sustainable Development Committee Under the authorization of the Board of Directors, the Sustainable Development Committee shall perform its duties with the duty of care of a good administrator and report to the Board of Directors. Its responsibilities include:
 (1)Formulating, promoting, and strengthening the Company’s sustainability policies, annual plans, and strategies.
 (2)Reviewing, monitoring, and revising the implementation and effectiveness of sustainability initiatives.
 (3)Supervising sustainability information disclosure and reviewing the sustainability report.
 (4)Overseeing the implementation of the Company’s Sustainable Development Code and other sustainability-related matters resolved by the Board.
II. Composition and Meetings of the Sustainable Development Committee The Sustainable Development Committee consists of three members, all of whom are independent directors, and convenes at least one meeting per year.
III. Composition, Duties, and Operation of the Sustainable Development Committee The composition, duties, and operation of the Company’s Sustainable Development Committee are as follows: