Promotion and implementation of corporate governance
The Company's ESG Office is the unit dedicated to corporate governance, and dedicated personnel are responsible for implementing and promoting corporate governance-related matters. On August 6, 2020, the board of directors passed a resolution to appoint Senior Assistant Vice General Manager Su, Yu-Chen as the head of corporate governance, and reporting directly to the chairman. Su, Yu-Chen has been a supervisor in charge of finance in public companies for more than three years, and he is qualified as required by laws.
The authority and responsibilities of the head of corporate governance include：
(1) Regular (at least annually) reports to the BOD on corporate governance progress and improvement plans
(2) The Organize of BOD and shareholders' meetings in accordance with the law
(3) Preparation of the minutes from BOD and shareholders' meetings
(4) Assisting with the appointment and continued development of directors
(5) Providing directors with the information they need to perform their duties
(6) Assisting the directors with compliance with laws
(7) Report to the Board of Directors on his/her findings as to whether the
Independent Directors' qualifications at the time of nomination, election, and during the term of office are in accordance with the relevant laws and regulations.
(8) Handle the matters arising from changes in directors.
(9)Other matters as specified in the Company Charters or contracts, such as the TWSE governance evaluation, prevailing trends in corporate governance practices, and amendments to domestic laws and regulations on corporate governance
Corporate governance activities in 2024
1. The schedules for annual BOD meetings and functional committees were planned and organized to ensure compliance with the relevant laws and regulations.Continuing education for the head of corporate governance in 2024
| Date of Class | Conducting Entity | Name of the Class | Hours |
| 2024/3/22 | Taiwan Stock Exchange Corporation (TWSE) |
CDP Taiwan Press Conference - Promotional Conference on Creating a New Carbon Era with Sustainable Knowledge | 3 |
| 2024/11/14 | Greater China Financial and Economic Development Association | Global political and economic analysis after the US presidential election | 3 |
| 2024/11/21 | Taiwan Institute for Sustainable Energy | 7th Global Corporate Sustainability Forum | 3 |
| 2024/11/22 | Greater China Financial and Economic Development Association | New trends in circular economy and sustainable management | 3 |
| 2024/12/5 | Greater China Financial and Economic Development Association | Global and Taiwan Economic Outlook | 3 |
Policy for communication between independent directors, the head of internal audit, and CPAs
1. Regular meetings are conducted between independent directors and CPAs. Any findings or internal deficiencies discovered by audits of annual financial reports or the review of quarterly consolidated financial statements are referred to the independent directors. Extraordinary meetings may also be convened at any time should serious anomalies arise.
2. Regular meetings are conducted between the internal auditor and the independent directors to report on internal audit progress and internal controls. Any questions from the independent directors are answered on the spot. Such meetings are held at least once per quarter. Each independent director is kept up to date on the progress of internal audits. In the event of any anomaly, the internal auditor can be contacted by phone, or an extraordinary meeting may be convened.
Abstract of Past Communications between Independent Directors and CPAs
| Date | Discussion | Resolution |
| 2024/2/26 | 1. Report the outcome for 2023 entity/consolidated financial reports by the CPA. 2. The independent directors have no major abnormal opinions on the 2023 annual consolidated and individual financial report review results. 3. Explanation of disclosure of international sustainability standards 4. Explanation of new regulations —Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and Regulations Governing Procedure for Board of Directors Meetings of Public Companies |
All independent directors had no objections to all proposals. The Audit Committee and the BOD approved the annual financial reports before being published and submitted to the competent authority by the given date. |
| 2024/5/8 | 1. Presentation of audit findings for Q1 2024 consolidated financial statements by the CPA. 2. Independent directors found no major anomalies with the Q1 consolidated financial statement. |
All independent directors had no objections to all proposals. The Audit Committee and the BOD approved the Q1 financial statement before being published and submitted to the competent authority by the given date. |
| 2024/8/8 | 1. Presentation of audit findings for Q2 2024 consolidated financial statements by the CPA 2. Independent directors found no major anomalies with the Q2 consolidated financial statement. |
All independent directors had no objections to all proposals. The Audit Committee and the BOD approved the Q2 financial statement before being published and submitted to the competent authority by the given date. |
| 2024/11/6 | 1. Presentation of audit findings for Q3 2024 consolidated financial statements by the CPA. 2. Independent directors found no major anomalies with the Q3 consolidated financial statement. |
All independent directors had no objections to all proposals. The Audit Committee and the BOD approved the Q3 financial statement before being published and submitted to the competent authority by the given date. |
Abstract of previous communications among the independent directors and the head of internal audit
| Date | Discussion | Resolution |
| 2024/2/26 | 1. Report on internal audit operations for the year 2023 and Report on internal audit operations for the period between November 2023 and January 2024 2. 2024 “Statement of the Internal Control System” 3. Proposed amendment to the internal control system 4. Independent Director Inquiry： The audit department is asked to think about the new team's future positioning and development and possible changes and report it at the next meeting |
The independent directors raised no issues. |
| 2024/5/8 | 1. Report on internal audit operations for the period between March and April 2024 2. Independent Director Inquiry: The amortization, depreciation, and idle situation of the molds at the MS factory in Thailand will be reported at the next meeting. |
The independent directors raised no issues. |
| 2024/8/8 | 1. Report on internal audit operations for the period between May and July 2024 2. Independent Director Inquiry: (1) The company should implement an accountability system for missed deductions. (2) Check whether the Thai factory has completely introduced the system of the Chinese factory and report it at the next meeting |
The independent directors raised no issues. |
| 2024/11/6 | 1. Report on internal audit operations for the period between August and October 2024 2. 2025 annual audit plan 3. Amend revisions to the "Internal Control System" and "Internal Audit Procedure" 4. Independent Director Inquiry: If the SOP of each BU in the group needs to be modified, will the approval process be completed, and the unit with the highest authority and responsibility directly issue it? To achieve the consistency of the group SOP. |
The independent directors raised no issues. |
Major Shareholders
Date: June 28, 2024
| Name of Shareholder | Number of Shares | Percentage of Total Issued Shares |
| Capital Tip Customized Taiwan Select High Dividend Exchange Trade Fund | 31,992,000 | 6.91% |
| Fuh Hwa Taiwan Technology Dividend Highlight ETF under custody of Taipei Fubon Commercial Bank Co., Ltd. | 30,691,000 | 6.63% |
| Yuanta Taiwan Value High Dividend ETF under custody of Hua Nan Commercial Bank | 9,374,000 | 2.02% |
| Yuanta Taiwan High Dividend Low Volatility ETF Account | 8,369,000 | 1.81% |
| The Shanghai Commercial & Savings Bank, Ltd. | 8,120,000 | 1.75% |
| Taishin TIP Customized Taiwan ESG High Dividend Small/Mid-Cap ETF | 7,637,000 | 1.65% |
| Custodial investment account of JP Morgan Limited at JPMorgan Bank Taipei Branch | 7,514,300 | 1.62% |
| Fubon Taiwan high dividend 30 ETF | 7,300,000 | 1.58% |
| Yeh, Yu-Fen's trust property account under custody of Cathay United Bank | 6,680,0227 | 1.44% |
| Custodial investment account of Goldman SachsCustodial investment account of Goldman SachsInternational at HSBC Taiwan | 6,645,177 | 1.44% |
The prevention of insider trading
The company conducts education and publicity on insider trading prevention and related laws and regulations to directors, managers, and employees at least once a year. For new directors and managers, education and publicity will be arranged within 3 months after taking office and insiders will be notified that they are not allowed to trade in them during the stock trading closed period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report. stocks, new employees will be educated and promoted by the Human Resources Department during pre-employment training. For details, please refer to the company's "Procedures for Handling Material Inside Information and Prevention of Insider Trading".
The company has notified all Directors of the board meeting date and the closed period before the announcement of each quarterly financial report via email in 2024.
For 2024, the annual education and promotion for current directors, managers, and monthly employees was completed on November 14, 2024. A total of 121 person-times participated, amounting to 61 hours. The content of the promotion included the scope and identification process of insider trading, the scope of internal material information and confidentiality procedures, case studies, legal compliance, and practical aspects of trade secret protection. The course presentations and files have been stored on the company's internal network system for employees' reference and sent to all directors and managers.