1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”?

✓

(1) On March 5, 2015, the 5th meeting of the 9th Board of Directors of the Company approved the establishment of the "Corporate Governance Best Practice Principles", which were disclosed on the Company's website and the Market Observation Post System.
 

(2) Implementation status: In 2024, the Company will implement the Corporate Governance Best Practice Principles in accordance with the guidelines and adjust the content of the website to increase the content and completeness of the items that have not scored in the corporate governance assessment.

2. Shareholding structure & shareholders’ rights

(1) Has the Company established internal operating procedures to deal with shareholders’ suggestions, queries, disputes and litigations, and managed these based on the procedures?
 

(2) Does the Company have a list of its major shareholders as well as the ultimate owners of those shares?

(3) Has the Company established and executed a risk management and firewall system within its conglomerate structure?
 

(4) Whether the company has established internal regulations prohibiting insiders from trading securities based on undisclosed information in the market?

✓

✓

✓

✓

(1) The Company has a spokesperson and stockholders' representative to deal with shareholders' suggestions and other matters, and the Company's website has a special section for shareholders' questions and concerns.
 

(2) The Company's stockholders are responsible for keeping track of the names of directors, managers and major shareholders, and disclosing and reporting them in accordance with relevant regulations.

(3) The Company and its affiliates operate independently and regularly monitor the financial and business operations of its subsidiaries on a monthly basis.
 

(4) The Company has established procedures to prevent insider trading, which are disclosed on the Company's website. (Financial Zone→Protection against Insider Trading Procedures), which prohibits insiders from trading marketable securities using undisclosed information in the market.

Compliant

Compliant

Compliant

Compliant

3. Composition and Responsibilities of the Board of Directors

(1) Does the Board develop and implement a diversified policy for the composition of its members?







 

(2) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee?

 

(3) Does the Company establish a standard to measure the performance of the Board and implement it annually, and are performance evaluation results submitted to the Board of Directors and referenced when determining the remuneration of individual directors and nominations for reelection?




(4) Does the Company regularly evaluate the independence of CPAs?

✓

✓

✓

✓

(1) 
a. At the 5th time of the 9th of the Board of Directors meeting on March 5, 2015, the Company approved the amendment of the "Corporate Governance Best Practice Principles" to strengthen the functions of the Board of Directors in Chapter 3, i.e., to establish a diversity approach. In addition to the academic qualifications of each candidate, the Company also complies with the "Regulations Governing the Election of Directors and Supervisors" and the "Code of Corporate Governance" to ensure the diversity and independence of the Director members.
b. B.    The eleven directors (ten men and one woman) of the 12th term of the Company, who possess leadership, operational judgment, business management, crisis management, industry knowledge, and international market perspective, will provide guidance to the operation of the Company. 

(2) On April 25, 2024, the Board of Directors resolved to establish a Sustainability Development Committee, responsible for the formulation of policies, systems, and management related to sustainability, as well as the implementation of specific action plans. The committee is also tasked with regularly reporting to the Board of Directors. The establishment of other types of functional committees will be evaluated as needed in the future.

(3) In accordance with Article 21 of the Company's Articles of Incorporation, the remuneration of directors and supervisors shall be no more than 2.3% of the Company's annual profit. The remuneration of each director and supervisor is based on the average amount of total remuneration, which is resolved by the Compensation Committee. In addition, the attendance fees for board meetings are paid as fixed remuneration. On April 25, 2024, the Company approved the "Rules for Board Performance Evaluation" to assess the effectiveness of board operations and evaluate directors' performance through measurable criteria, which will serve as a reference for the future selection of directors.

(4) In accordance with the Company’s “Corporate Governance Best Practice Principles”, the independence and competence of the appointed certified public accountants (CPAs) must be assessed at least once a year with reference to Audit Quality Indicators (AQIs), and the evaluation results must be submitted to the Audit Committee and the Board of Directors for review and approval. In 2024, the Company’s Finance Department conducted such an evaluation with reference to AQIs and assessed the independence and competence of the CPAs from Deloitte & Touche, namely CPA Hsin-Tung Lin and CPA Ming-Hui Chen. Both were found to meet the Company's standards for independence and competence and are deemed qualified to serve as the Company’s signing CPAs. The Company also obtained the signed statements of independence from the CPAs. The evaluation results were reviewed and approved by the Audit Committee and the Board of Directors on February 29, 2024.

Compliant

Compliant

Compliant

Compliant

4. Does the Company appoint a suitable number of competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the board of directors and the shareholders' meetings, and producing minutes of board meetings and shareholders' meetings)?

✓

5. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities?

✓

6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs?

✓

7. Information disclosure
 

(1) Does the Company have a corporate website to disclose both financial standings and the status of corporate governance?
 

(2) Does the Company have other information disclosure channels (e.g., building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?

(3) Does the Company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1. Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit?

✓

✓

✓

(1) The Company's website:www.topunion.com.tw has disclosed the Company's financial, business and corporate governance information.

(2) The Company has set up a website in English and Chinese, and has designated a person responsible for collecting and disclosing updated information to provide investors with inquiries and enhance information transparency. A spokesperson and a proxy spokesperson have been set up, and contact numbers and e-mail addresses are posted on the Market Observation Post System.  The annual report and the stakeholder area of the Company's website serve as a bridge for information collection, disclosure and external communication.
 

(3) The Company announces and reports its annual financial report (within three months), first, second, and third quarter financial reports (within 45 days), and operating results (by the 10th day of each month) within the period specified in Article 36 of the Securities and Exchange Act.

Compliant

Compliant

Compliant

8. Does the Company have other important information that can help understand the operation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, director and supervisor training, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the Company's purchase of liability insurance for directors and supervisors, etc.)?

✓

(1) Employee rights, employee care: The company attaches great importance to employee-management relationship, regular labor-management meetings to promote two-way communication and exchange. The Company's management philosophy is open, with a flat organization, so that good decisions can be transmitted more quickly so that the interaction between colleagues can be a more direct expression of their ideas, and the strengths shown more easily seen, three festivals bonuses and employee compensation also grow with the performance of the performance. The company has set up an employee welfare committee to hold activities and trips from time to time to care for the needs of employees.
 

(2) Investor Relationship: A spokesperson and a proxy spokesperson are set up to serve as a channel of communication between the Company and its investors, and to disclose information on the Company's management team, financial operations, important information, and corporate governance on the Company's website. 
 

(3) Supplier Relationship: The Company holds supplier meetings every year to reach bilateral communication through the meetings, and continues to cooperate with suppliers to create value.
 

(4) Rights of stakeholders: The Company respects the legal rights of stakeholders, maintains good communication channels with customers, employees, and suppliers, and announces and discloses relevant information on the Company's website
 

(5) Director and Supervisor's Continuing Education: The details of the Director and Supervisor's continuing education status in 2024 are as described in Note 2, which has been disclosed in the Corporate Governance section of the Market Observation Post System.
 

(6) Implementation of risk management policies and risk measurement standards: The Company's major decisions regarding operations, investments, capital loans, endorsements, and financing are evaluated and analyzed by the responsible departments and implemented in accordance with the resolutions of the Board of Directors.
 

(7) Implementation of customer policies: The marketing department of the Company is responsible for the implementation of customer policies and holds meetings from time to time for internal communication and transmission, which is operating smoothly.
 

(8) The Company has purchased liability insurance for Directors and Supervisors: The Company's Directors and Supervisors have purchased liability insurance in 2024.

Compliant

9. Please describe the improvements that have been made to the results of the Corporate Governance Assessment released by the Taiwan Stock Exchange Corporation in the most recent year and propose priorities and measures to enhance those that have not yet been improved.

Description:

1.  Assessment results: The Company's 10th &11th corporate governance assessment results are in the top 36% to 50% of companies, respectively.
2. Improvement measures: The Company will revise the rules and regulations of corporate governance in accordance with the corporate governance evaluation, and improve the disclosure of information in the annual report and website in order to strengthen the completeness of the description of each indicator.

report and website in order to strengthen the completeness of the description of each indicator.