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Performance Evaluation

Agenda Review

          It is the principle of our company's board of directors to convene a meeting once a month. In 2022, a total of 13 board meetings were held(the average attendance of directors was 100%). The personnel of the relevant departments attended the board meetings to make explanatory statements depending on the details of the meeting agenda, enabling sufficient time and opportunities for explanation and communication with the board. In 2022, the Board of Directors reviewed a total of 206 cases, included 128 cases concerning policies, economic, environmental and social issues. For the economic, environmental and social issues aroused from the operating activities, the board of directors authorizes the high-level management to handle related issues, and the handling status shall be reported to the board of directors when necessary. Regarding the board resolutions, the tracking report on the resolutions of the board in the previous month shall be presented in accordance with the Key Points of Operation and Management of Board Meetings. If the case cannot be closed, it shall continue to be followed up and reported to the board of directors on a quarterly basis. In addition, the progress of major events and obstacles encountered shall also be submitted and reported to the Business Investment Committee on a quarterly basis.

Remuneration of the Directors

          TSC is a state-owned enterprise. The remuneration of the directors is paid according to Paragraph 2, Article 15 of the Articles of Incorporation, “Standards for Remuneration of Directors and Managers Determined by the Competent Authority.” Therefore, the “Remuneration Committee” is not set up.

          In addition to the independent director's monthly payment of concurrent serving of NTD 30,000, the remainders are all paid in accordance with the “List of Monthly Payment of the Directors and Supervisors of the Ministry of Economic Affairs”. The salary and bonuses of the chairman, president and vice presidents are paid according to the “Guidelines for the Management of Employment Expenses of the Business Units Affiliated with the MOEA”, and there are no other additional remuneration or bonuses.

Board Assessment

          As a state-owned enterprise and not a TWSE/TPEx listed company, the Corporate Governance Evaluation Index announced by Securities & Futures Institute does not apply to the evaluation of governance performance of TSC. As a state-owned enterprise and not a TWSE/TPEx listed company, the evaluation of corporate governance performance of TSC does not apply to the Corporate Governance Evaluation Index announced by Securities & Futures Institute. However, MOEA has selected an external impartial unit for the annual evaluation of the corporate governance effectiveness of business units affiliated with the MOEA in recent years. In 2022, the State-owned Enterprise Commission of MOEA entrusted Taiwan Association of Board Governance (TABG) to conduct evaluation of the corporate governance system, and the design of the evaluation content referred to the OECD Guidelines on Corporate Governance of State-Owned Enterprises, as well as important domestic corporate governance related norms, such as the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, Key Points of Government Internal Control and Supervision Operations, Regulations Governing Procedure for Board of Directors Meetings of Public Companies, Board self-evaluation or peer evaluation reference examples and so on were referred to and six major aspects were formulated, including the “Purpose of the state-owned enterprises and the role of the government”, “Market competition environment of state-owned enterprises”, “Fair treatment of stakeholders", “Information disclosure and transparency”, “Responsibilities of the board of directors”, and “Sustainable development”, with a total of 57 evaluation indicators. The evaluation includes 60% of written documents review and 40% on-site visit, and the evaluation result was “Excellent”. The suggestions in the report are used as reference for the company’s corporate governance system and operational performance evaluation.

          Annual self-assessment and evaluation are carried out for the chairman and president according to the “Regulations for Performance Evaluation of State-Run Enterprises" and “Guidelines for the Evaluation of the TSC’s Board of Directors”. The assessment of other independent directors and directors is carried out according to the "Guidelines for Appointment of Directors and Supervisors and Other Important Duties by Ministry of Economic Affairs and its Affiliates ". The results of self-assessment and evaluation of the board members are submitted and reported to the Board of Directors at the beginning of each year to enhance the effectiveness and efficiency of the Board. Assessment of board performance should be carried out at lease once a year, and the results should be reported to the board meeting convened In the first quarter of the following year, and they should also be disclosed on TSC’s official website. The results of the 2022 board performance evaluation were reported to the board of directors on February 17. The results of the evaluation of the board of directors:There were a total of 40 evaluation items, and the evaluation results were “Excellent”. For the evaluation results of the board performance: there were 23 evaluation items in total, and the evaluation result showed “Excellent”;The results of the evaluation of the functional committees:Evaluated a total of 25 items, and the evaluation results was “Excellent”. This result will be disclosed on TSC's official website and the Annual Report.

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