Board Of Directors

Responsibilities of the Board of Directors

The company’s board of directors should guide the company’s strategy, supervise the management, and be responsible to the company and shareholders. The various operations and arrangements of its corporate governance system should ensure that the board of directors exercises its powers in accordance with laws, the company’s articles of association, or the resolutions of the shareholders’ meeting.

The term of the current board of directors is from May 29, 2023 to May 28, 2026.

Board Member Learning / Experience

Name	Educational qualifications	main experience
Suen Shiou-Mei Chairman	National Taichung University of Science and Technology Department of Applied Business	Amigo Technology Inc. Chairman Shinan Construction Co., Ltd. Accounting manager General Management Office of Yitongyuan Technology Co., Ltd. Associate
Guo Jin-Cheng Director	National Cheng Kung University Master of Science	Southern Taiwan University of Science and Technology. Lecturer, Department of Electronic Engineering Amit Wireless INC. Director Aviation Development Center of Chinese Academy of Sciences Engineer
Li Yun Chin Director	National Cheng Kung University Master of Business Administration	Sapido Technology INC. Chairman United Fiber Optic Communication Inc. Director's Legal Representative NewSoft Technology Corporation Vice Chairman, Chief Strategy Officer Ebsuccess Solutions INC Director Advanced Communication Technology & Solutions Corporation Director's Legal Representative
Guo Jin-He Director	National Taiwan University Master of Science Master of Engineering	Amit Wireless INC. Chairman D-Link Corporation Chairman, Chief Strategy Officer Cameo Communications INC. Chairman
Chen Yi-Ren Independent Director	National Cheng Kung University PhD in Business Administration	Kun Shan University Adjunct Assistant Professor, Department of Business Administration TMP Steel Corporation Independent Director Kingpro Mediatek INC. Management Manager
Tsai Pei-Jiun Independent Director	Hsing Kuo University of Management Accountancy	Director and Accountant of Huasheng Accounting Firm Sinshih District Office, Tainan City Accounting Office Agent Tainan Municipal Anping District Shihmen Elementary School General Affairs Office Administrative Staff Cultural Affairs Bureau, Tainan City Government AAccounting Office Agent Auditor of Southern Taiwan United Accounting Firm
Wang Bing-Chiuan Independent Director	National Taipei University Graduated from Department of Justice National Taiwan University law institute	Consultant of Juxin Co., Ltd. United Fiber Optic Communication Inc. Independent Director D-Link Corporation Chief Legal Officer Taiwan SteelL & Mining Corp Legal Manager

Board Diversity Policy

Director Name\ Diversity Project	Country of Citizenship	gender	Have employee status	age	Term and tenure of independent directors	Leadership and decision-making skills	Operational judgment and management	Financial Accounting	The legal profession	Industry-academic knowledge and international market perspective	Crisis handling capabilities
Taiwan Network Group United Co., Ltd Director Suen Shiou-Mei	Taiwan	Female	√	61-70		√	√	√		√	√
Taiwan Network Group United Co., Ltd Director Guo Jin-Cheng	Taiwan	Male		61-70		√	√			√	√
E-Sheng Steel Co., Ltd. Director Li Yun Chin	Taiwan	Female		51-60		√	√	√		√	√
E-Sheng Steel Co., Ltd. Director Guo Jin-He	Taiwan	Male		51-60		√	√	√		√	√
Independent Director Chen Yi-Ren	Taiwan	Male		51-60	3-6 years		√	√		√	√
Independent Director Tsai Pei-Jiun	Taiwan	Female		41-50	Less than 3 years		√	√		√	√
Independent Director Wang Bing-Chiuan	Taiwan	Male		41-50	Less than 3 years				√	√	√

Directors’ Diversity Management Goals and Current Achievement Status

The company’s board of directors is composed of 4 general directors and 3 independent directors. The directors have rich business and management qualifications and each have relevant professional backgrounds. The overall board of directors has the necessary professional knowledge, skills and qualities to perform their duties as follows:

Leadership and decision-making skills

Operational judgment and management

Financial Accounting

The legal profession

Industry-academic knowledge and international market perspective

Crisis handling capabilities

At present, the company’s directors are mature and stable, and all of them are under the age of 70. Among them, 2 are 61-70 years old, 3 are 51-60 years old, 2 are 41-50 years old, and 71% are under 60 years old. The board of directors also pays attention to Gender equality, there are 3 female directors at the table, accounting for 43% of all directors, and one of them is an independent director; 2 of the independent directors have a financial accounting background, and 1 has a legal background. The continuous term of the independent directors does not exceed 9 years. In the future, The board continues to aim at having more than 30% women and at least one legal professional. At present, the company has achieved the diversity requirements, but in order to meet the needs of future development, it will still review the composition requirements to maintain and strengthen the diversity goal of board members at any time.

Information on the operation of the board of directors in 2023

In 2023, the board of directors held 9 meetings (A). The attendance of directors was as follows:

job title	Name	Actual attendance (B)	Number of delegated attendances	actual attendance (B/A)(%)	REMARK
Chairman	Taiwan Network Group United Co., Ltd. Representative: Suen Shiou-Mei	9	0	100%
Director	Taiwan Network Group United Co., Ltd. Representative: Guo Jin-Cheng	9	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Lee Yun-Chin	9	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Guo Jin-he	7	2	77.78%
Independent Director	Chen Yi-Ren	8	1	88.89%
Independent Director	Chang Wen-Jiun	3	1	75%	Term expires at 2023
Independent Director	Tsai Pei-Jiun	9	0	100%
Independent Director	Wang Bing-Cyuan	5	0	100%	Newly at 2023

Corporate governance implementation in 2023

1. In order to prevent accidental exposure to insider trading, the company has established an internal major information processing and disclosure mechanism in accordance with the provisions of the “Internal Major Information Processing Procedures” to avoid improper disclosure of information and ensure the consistency of the company’s information published to the outside world. and correctness.

2. In accordance with the Integrity Business Code, the company clearly prohibits bribery, bribery, fraud for profit, insider trading and other dishonest behaviors, and has a disciplinary and complaint system, and stipulates and publicizes relevant matters in internal personnel regulations.

3. It is common to report changes in insider shareholdings from time to time based on letters from the competent authority in violation of the provisions of the Securities and Exchange Act. Directors and insiders should be notified to follow the relevant regulations. The content of the promotion includes:
　　a. Requirements for insider trading
　　b. The time when major news should be made clear and the method of disclosure should be timely
　　c. Violation of insider trading penalties
　　d. Case analysis
　　e. How to avoid insider trading by mistake

4. In order to enhance the legal compliance awareness of directors and insiders, e-mails are sent from time to time to remind directors not to trade their stocks during the closed period of 30 days before the annual financial report announcement and 15 days before the quarterly financial report announcement, respectively. Notices of board meeting dates were sent on May 2, 2012 and August 2, 2012, and notices of board meeting dates were given on April 24, 2012 and July 24, 2012, as well as the closed period before the announcement of each quarter’s financial report. , to prevent directors and managers from accidentally violating this standard.

2023 Board of Directors and its member performance evaluation results

1. In order to implement corporate governance and improve the functions of the company's board of directors, the company handles the matter in accordance with the "Board of Directors Performance Evaluation Methods".

2. Based on the assessment standards and their evaluation results, the results of the board of directors’ performance assessment and board members’ self-assessment are as follows:

a. Board of Directors performance appraisal self-evaluation results:

Exam Topic	Number Of Questions	Proportion	Self-Evaluation Results
A. Degree of participation in company operations	12	25%	24
B. Improve the quality of board decision-making	12	25%	25
C. Board composition and structure	7	10%	9
D. Selection and continuing education of directors	7	15%	14
E. Internal controls	7	25%	24
	Score Results		96 Excellent

b. Board members

Exam Topic	Number Of Questions	Proportion	Self-Evaluation Results
A. Mastery of company goals and tasks	3	20%	19
B. Awareness of directors’ responsibilities	3	10%	10
C. Degree of participation in company operations	8	20%	19
D. Internal relationship management and communication	3	20%	19
E. Professional and continuing education for directors	3	10%	10
F. Internal controls	3	20%	19
	Score Results		96 Excellent

Assessment Self-Evaluation Results：

Rating Description:

Total score = Σ ((score of each aspect / total score of this aspect x 100) x proportion of this aspect), rounded.
The total score of the performance appraisal self-evaluation is 100 points:

　　 – 90 Points Or Above: Excellent

　　 – 80~89 Points : Good

　　 – 70~79 Points : Standard

　　 – Score Below 69 : Needs To Be Improved

3. General comments: Based on the 2023 board performance evaluation results, the overall operation of the board of directors is excellent.