Performance Evaluation of the Board of Directors and Functional Committees
To implement corporate governance and enhance the functionality of the company's board of directors, performance goals are established to improve the efficiency of board operations. The board of directors has approved the "Board of Directors and Functional Committee Performance Evaluation Criteria," which stipulates that internal performance evaluations of the board of directors and functional committees are to be conducted annually.
- The performance evaluation results of the Board of Directors and Functional Committees for the fiscal year 2024 were reported to the Board of Directors on January 14, 2025.
- The performance evaluation results of the Board of Directors and Functional Committees for the fiscal year 2025 were reported to the Board of Directors on January 16, 2026.
1. Evaluation Cycle: Conducted annually.
2. Evaluation Period: January 1, 2025 to December 31, 2025.
3. Evaluation Scope: The overall Board of Directors, individual board members, and functional committees.
4. Evaluation Method: Internal self-assessment by the board of directors, self-assessment by individual board members, and internal self-assessment by functional committees.
5. Evaluation Criteria:
| Ratings | Poor | Fair | Average | Good | Excellent |
|---|---|---|---|---|---|
| Average Score | 1 | 1-2 | 2-3 | 3-4 | 4-5 |
6. Evaluation Content
| Evaluation Indicators | Evaluation Items | Evaluation Results |
|---|---|---|
| A.Degree of Participation in Company Operations | 12 Items | 5 |
| B.Improvement of the Quality of the Board's Decision Making | 12 Items | 5 |
| C.Composition and Structure of the Board of Directors | 7 Items | 5 |
| D.Election and Continuing Education of Directors | 4 Items | 5 |
| E.Internal Control | 6 Items | 5 |
| Evaluation Indicators | Evaluation Items | Evaluation Results |
|---|---|---|
| A.Understanding of Company Goals and Objectives | 3 Items | 4.95 |
| B.Awareness of Director's Responsibilities | 3 Items | 5 |
| C.Degree of Participation in Company Operations | 8 Items | 4.95 |
| D.Internal Relationship Management and Communication | 3 Items | 5 |
| E.Directors' Professionalism and Continuing Education | 3 Items | 4.86 |
| F.Internal Control | 3 Items | 5 |
| Evaluation Indicators | Evaluation Items | Evaluation Results |
|---|---|---|
| A.Degree of Participation in Company Operations | 4 Items | 5 |
| B.Awareness of the Responsibilities of the Audit Committee | 5 Items | 5 |
| C.Enhancing the Decision-Making Quality of the Audit Committee | 7 Items | 5 |
| D.Audit Committee Composition and Member Selection | 3 Items | 5 |
| E.Internal Control | 3 Items | 5 |
| Evaluation Indicators | Evaluation Items | Evaluation Results |
|---|---|---|
| A.Degree of Participation in Company Operations | 4 Items | 5 |
| B.Understanding of the Duties of the Compensation Committee | 4 Items | 5 |
| C.Enhancing the Decision-Making Quality of the Compensation Committee | 7 Items | 5 |
| D.Composition and Appointment of Members of the Compensation Committee | 3 Items | 5 |
| Evaluation Indicators | Evaluation Items | Evaluation Results |
|---|---|---|
| A.Degree of Participation in Company Operations | 4 Items | 5 |
| B.Understanding of the Responsibilities of the Integrity and Sustainability Committee | 3 Items | 5 |
| C.Enhancing the Decision-Making Quality of the Integrity and Sustainability Committee | 7 Items | 5 |
| D.Composition and Selection of Members of the Integrity and Sustainability Committee | 3 Items | 5 |
7. Evaluation Results
The performance evaluation results for the Board of Directors in the fiscal year 2025 are as follows:
(1)The average score for the performance evaluation of the Board of Directors is 5, with the assessment result categorized as 「Excellent」.
(2)The average score for the performance evaluation of board members is 4.96, with the assessment result categorized as 「Excellent」.
(3)The average score for the performance evaluation of the Audit Committee is 5, with the assessment result categorized as 「Excellent」.
(4)The average score for the performance evaluation of the Compensation Committee is 5, with the assessment result categorized as 「Excellent」.
(5)The average score for the performance evaluation of the Integrity and Sustainability Committee is 5, with the assessment result categorized as「Excellent」.
In accordance with Article 3 of the Company’s “Rules for Performance Evaluation of the Board of Directors and Functional Committees,” the performance evaluation of the Board of Directors shall be conducted by an external evaluation institution or a team of external experts and scholars at least once every three years.
In 2025, the Company engaged an external professional institution, the Taipei Foundation of Finance, to conduct the external evaluation of the Board’s performance. The institution and the evaluation team members have no business relationship with the Company and maintain full independence. The relevant details are as follows:
The Company has no business relationship with the institution and maintains independence. The relevant information is as follows:
- Evaluation Institution : Taipei Foundation of Finance
- Evaluation Period: January 1, 2023 to April 2, 2025
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Evaluation Committee Members :
● Evaluation Committee : 蔡蒔銓 (Convener), 蔡維哲 (Member)
● Working Group: 方修忠 (Consultant), 鄭喻中 (Director)
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Evaluation Scope and Items :
This external performance evaluation covered seven major dimensions with a total of 50 evaluation indicators, along with additional relevant assessment considerations.
(1) Protection of shareholders’ rights and interests – 7 indicators
(2) Optimization of board structure and operations – 17 indicators
(3) Participation in corporate operations – 4 indicators
(4) Enhancement of board decision-making quality – 5 indicators
(5) Improvement of information transparency – 4 indicators
(6) Internal control – 4 indicators
(7) Promotion of sustainable development – 9 indicators
(8) Other relevant assessment considerations
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Evaluation Methodology:
The evaluation was conducted through written self-assessment questionnaires and document reviews, including the Company’s board meeting minutes, internal policies, supporting materials, and publicly disclosed information.
On May 9, 2025, two evaluation committee members and two working group personnel conducted an on-site evaluation, interviewing the Company’s Chairperson, conveners of the functional committees, President, Chief Corporate Governance Officer, and Chief Auditor.
The evaluation report was completed on May 21, 2025, and the results were presented to the Board of Directors on August 21, 2025. - Summary of Evaluation Recommendations :
| NO. | Evaluation Recommendations | Improvement Plan and Implementation Status |
|---|---|---|
| 1 | The reporting frequency of the Company’s risk management report may be adjusted to once per quarter, and should incorporate macro-level risk factors such as policy environment, industry trends, and market competition. This adjustment aims to enhance the Board of Directors’ ability to promptly identify risks and strengthen its decision-making responsiveness. | The Risk Management Department will report to the Board of Directors on the implementation status of risk management on a quarterly basis, and will, in the first quarter of each year, present a review of the Company’s operating risks, including macro-level risk factors such as the policy environment, industry trends, and market competition. |
| 2 | Whistleblowing cases may be simultaneously notified to the independent directors in real time, allowing them to determine whether to proactively review the case details or have the Audit Department handle the matter and report subsequently. This mechanism helps ensure transparency and fairness in the handling process. | The Company plans to amend the “Whistleblowing System Implementation Guidelines” to clearly stipulate that upon receiving a whistleblowing case, the Audit Department shall simultaneously notify the independent directors. |
| 3 | It is recommended that the opinions of the independent directors be incorporated into the performance evaluation of the Chief Auditor. Doing so would strengthen the collaboration between the Chief Auditor and the independent directors, while enhancing the comprehensiveness and objectivity of the performance evaluation process. | The Company will incorporate the opinions of the independent directors into the assessment process when conducting the annual performance evaluation of the Chief Auditor. |
| 4 | To assist newly appointed directors in gaining a comprehensive understanding of the Company and in effectively fulfilling their statutory governance duties, it is advisable to establish an orientation program for new directors. The program should include an introduction to the functions, responsibilities, division of duties, and operations of the Board’s functional committees. | The Company, upon the appointment of new directors, will arrange briefing sessions by major business and administrative units to help new directors quickly gain a comprehensive understanding of the Company’s operations, thereby enabling them to effectively fulfill their governance responsibilities. |
