Structure

The Board of Directors is the highest governance body and a total of 11 seats of directors have been established, among which 4 seats are for independent directors, and the term of office of directors is 3 years. In 2025, the regular Board of Directors' meetings were convened 15 times.
The Audit Committee, the Remuneration and Nomination Committee, the Risk Management Committee, and the Corporate Governance and Sustainability Committee are created by authority and function under the Board of Directors.
Furthermore, since 2015, the company has been conducting performance evaluations of its directors. In 2018, the “Board Performance Evaluation Regulations” were established, mandating an annual performance evaluation for the Board of Directors and functional committees. Every three years, the Board of Directors must commission an external organization to conduct a performance evaluation. In 2025, the Taiwan Institute of Ethical Business was commissioned to perform the external evaluation for the Board of Directors from December 2024 to November 2025.

Ratings and Benchmarks

In 2023, the company was ranked in the 21-35% range among listed companies in the 10th Corporate Governance Evaluation by the Taiwan Stock Exchange.

Corporate Governance Officer

To enhance the functions of the corporate governance unit and assist directors in performing their duties, the Board of Directors resolved in 2019 to appoint Vice President of the Executive Office Yu-Ping Tien, who has over 10 years of experience in managing board and audit committee affairs and related corporate governance matters, as the Chief Corporate Governance Officer. In 2025, the Chief Corporate Governance Officer completed 18 hours of annual continuing education (exceeding the legal requirement of 12 hours). The main responsibilities include “handling matters related to board and shareholder meetings in accordance with the law,” “preparing minutes of board and shareholder meetings,” “assisting directors with their appointments and continuing education,” “providing directors with necessary information for executing their duties,” and “assisting directors in complying with legal requirements.”
The execution of corporate governance duties in 2025 was as follows:
  1. Managed the proceedings and prepared the minutes for board and shareholder meetings.
  2. Assisted in the operations of the Audit Committee and the Corporate Governance and Sustainability Committee.
  3. Assisted various units in reviewing the execution of corporate governance-related matters in accordance with the Taiwan Stock Exchange corporate governance evaluation indicators.
  4. Assisted directors with their appointments, legal compliance, and duty execution, provided necessary information, and arranged for the legally required minimum of 6 hours of continuing education.
  5. Assisted in conducting performance evaluations for the Board of Directors, various functional committees, individual directors, and peer evaluations.
  6. Reported to the Board of Directors on the compliance of independent directors with relevant laws and regulations.
  7. Managed matters related to changes in directors.
  8. Handled “Directors and Officers Liability Insurance” and reported to the Board of Directors.

Ethical Management

  • To foster the management culture of ethical corporate management and best practice, as well as its consummate development, the Company accordingly appoints, subject to the Board, the dedicated Corporate Governance and Sustainability Committee, to be accountable for establishing and overseeing the implementation of the Policies relating to ethical corporate management and best practice. Both Compliance Dept. and Executive Office shall collaboratively assist the Committee on the implementation, and annually report the implementation status  to the Board of Directors.
  • Status update of the training in 2025:
  1. Board of Directors:Completion of a total of 2 hours of training regarding “Ethical Management (including Whistleblower Protection and Reporting Mechanisms) and Insider Trading Prevention” as well as “Anti-Money Laundering and Combating the Financing of Terrorism (including Counter-Proliferation Financing and Case Studies of Predicate Offenses Identified in the National Risk Assessment)”, with attendance of 11 directors and a 100% completion rate.
  2. Employees:  Completion of a total of 5 hours of training regarding “Insider Trading Prevention”, “Ethical Corporate Management and Whistleblowing Policies”, and “Principles of Treating Customers Fairly”, with over 5,300 attendances and a 100% completion rate.
  3. Agents:
  • Completion of training sessions regarding “Sales Professional Quality” with over 9,200 attendances and a 98.6% completion rate.
  • Completion of training sessions regarding “Principles of Treating Customers Fairly” with over 8,300 attendances and a 98.2% completion rate.
  • Completion of training sessions regarding “Code of Ethical Management” with over 9,200 attendances and a 98.3% completion rate.

Insider Trading Prevention

  • In 2025, the Company disseminated monthly emails to directors to highlight common deficiencies in equity ownership reporting by insiders and to reiterate regulations prohibiting short-term trading. The communications emphasized that share transfers must be duly reported in accordance with applicable regulations and strictly prohibited insider trading and short-term trading. The Company also reminded directors that, where any gains are derived from short-term trading, the Company shall exercise its right of disgorgement and require such gains to be returned to the Company.
  • The Company has established the Insider Trading Prevention Management Regulations. In 2025, the Company conducted training programs on insider trading prevention in accordance with applicable regulations. The training covered 11 directors, each receiving 1 hour of training, and 1,722 employees, each receiving 1 hour of training.
  • In 2025, the Company duly notified its directors, in accordance with applicable regulations, not to trade the Company’s shares during the 30-day closed period prior to the announcement of the annual financial report and the 15-day closed period prior to the announcement of each quarterly financial report.