TSC is a state-owned enterprise under the Ministry of Economic Affairs. The Executive Yuan and the Ministry of Economic Affairs originally approved Mr. Ming-Chang Wu to take over as the chairman of the board. In the 9th board meeting of the 36th session of board of directors convened on November 29, 2024, Mr. Ming-Chang Wu was elected as Chairman.

The nomination, criteria, and selection process of board members are as follows:

l   Directors representing government shares (including labor directors):The MOEA assigns the representatives presenting government shares in accordance with the Company Act and the Key Points for the Selection and Appointment in Managers, Directors, and Supervisors of State-owned Enterprises owned by MOEA. In addition, in accordance with Article 35 of the Administrative Law of State-Owned Enterprise, MOEA will assign the labor directors recommended by the labor union. These representatives are all elected in the shareholders’ meeting.

l   Independent directors: The criteria and election of independent directors are compliant with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and TSC’s Rules Governing the Scope of Powers of Independent Directors. MOEA that has the power for nomination will propose a list of candidates for independent directors, which is reviewed and announced by the board of directors, and submitted to the shareholders’ meeting for election.

l   Directors representing private shareholding are elected in the shareholders’ meeting.

Board of directors comprises 15 directors elected in the shareholders’ meeting in accordance with the Taiwan Sugar Corporation Procedures for Election of Directors, and as prescribed in Article 14-2 of Securities and Exchange Act, the Company appoints 3 seats of independent directors among directors and the election of independent directors is conducted in accordance with the candidate nomination system in the shareholders’ meeting from the roster of nominees. The term of office of the director is 2 years. TSC convened the shareholders’ meeting in June, 2024 for the re-election of the 36th session of board of directors whose term of office is from June 14, 2024 to June 13, 2026. All directors shall sign the Written Consent to Act as Director, abide by the provisions of Article 23 of the Company Act, and shall exercise the due care of a good administer in conducting the business operation of the Company.

The board of directors established the Audit Committee that is composed of all independent directors and convened by one of the independent directors by appointment in 2012 to replace the functions of the supervisors. The audit-related operations are handled in accordance with TSC’s Audit Committee Charter that are disclosed in the annual reports. In 2014, to complete the supervision functions and strengthen the management functions, the Land Resources Committee and the Business Investment Committee were also established under the board of directors to exercise their powers independently from the Audit Committee. Matters concerning the number of committee members, term of office, powers, rules of procedures, resources the company should provide when exercising their power are all stipulated in the Organization and Key Points for Business Investment Committee of the Board of Director and Organization and Key Points for Land Resources Committee of the Board of Director.

As prescribed in Article 20 of Corporate Governance Best Practice Principles for Taiwan Sugar Corporation, to achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities, including ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead, and ability to make policy decisions. Furthermore, TSC implements board diversity, including gender, age, cultural and educational background, professional knowledge, skills, and experience. With the diverse composition, we continue to strengthen corporate governance and operational performance.

As of the end of December 2025, TSC’s board of directors comprises 14 directors, including 3 independent directors, 1 representing director, 5 female directors(The ratio of female directors accounts for 35.7% of the total board of directors.), and 3 representative directors assigned by the trade unions. The requirement that each gender shall account for more than one-third of the board seats has been met.

The current board members possess diverse professional backgrounds in areas such as corporate sustainability, food safety, real estate management, construction, law, accounting, finance, marketing, agriculture, economic development, urban development, environmental education, and labor rights. Among them are three directors with expertise in sustainable development. Taiwan Sugar Corporation's board of directors not only demonstrates complementary professional capabilities but also effectively implements business management and future development strategies to achieve the company's sustainable operating goals.

All members of our Board of Directors possess integrity and extensive business experience. To align with international trends and maintain decision-making capabilities in response to emerging sustainability risks and industry changes, and to safeguard the long-term interests of shareholders and stakeholders, TSC has formulated an implementation plan for director training programs in accordance with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies” to invite (arrange) directors to participate in a variety of core and professional courses.

In accordance with the Continuing Education Plan for Directors of TSC. New directors are advised to receive 12 hours of training in the year when they take office, and the re-appointed directors are advised to receive 6 hours of training. This year, all directors not only met the training hours for continuing education required by the government, but also showed a high level of enthusiasm for learning. In 2025, 2 new directors and 12 continuing ones should receive a total of 96 hours of training. All directors have reached the required hours of training this year, with a total of 150 training hours. Exceeded the target by 56%.

Furthermore, to obtain real-time information of systematic courses on corporate governance, we have applied for the membership in professional training institutions such as the Taiwan Corporate Governance Association to provide training related information for our directors to refer to. The secretarial unit of the board will assist the directors with the registration of courses. This can help the directors enhance their professional knowledge and improve the operation efficiency of the board.

Under Article 202 of the Company Act, TSC’s business affairs are carried out pursuant to resolutions adopted by the board of directors, except for matters that, under applicable laws, regulations, or the Articles of Association, to be resolved by the shareholders’ meeting. Taiwan Sugar Corporation's board of directors operates on a collegial system and has established a sound internal control system. It is clearly stipulated in the Key Points for Management of Operation of Board Meeting that, “If any director or a juristic person represented by a director is an interested party with respect to any agenda item,  Director shall explain the important aspects of his/her interest at the Board meeting. When his/her interest is likely to compromise the interest of the Company, the Director shall not participate in the discussion and voting on the proposal and the Director shall abstain himself or herself from discussion and voting on the proposal and cannot exercise the voting right for and on behalf of another Director. Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.” The notices of Board and committee meetings are all added with matters of avoidance of conflict of interest. For 2025 BOD resolutions, directors who have an interest in the matters of the agenda items shall evade themselves in accordance with the company’s regulations governing internal control.

When members of TSC deal with suppliers, investors, creditors, competitors and accountants, a supervision mechanism for the implementation of integrity and ethical values has been established. The Company has an internal control system of “Management of related party transactions” as the supervision mechanism to control the behavior of related parties. Transactions with related parties are all handled in accordance with the main points of the provisions and matters of major transactions are disclosed in the notes in the financial statements.