Agenda Review
TSC divides the responsibilities of
the board of directors and the management department according to the Detailed
Charts of Hierarchical Responsibilities, and in accordance with the Key Points
for Management of Operation of Board Meeting, items to be reported or discussed
in the board meeting should be signed and then obtain the approval from the
chairman of the board before being proposed to the board. When making a
proposal, the responsible unit should prepare the TSC Board Meeting Proposal
Paper and attach sufficient meeting materials before sending them to the
Secretariat of BOD for acceptance. Such proposal shall be approved by the
chairman before being included in the agenda of the board meeting. However, for
urgent or routine proposals, they are signed and together with the submission
of the proposal paper to the chairman. After the approval is obtained from the
chairman, if such proposal belongs to the matters within the function or power
of the functional committees, they shall be submitted to the committees for
deliberation before being submitted to the board of directors for approval.
All the
information concerning the proposals reviewed in the committees is available in
the Company’s electronic meeting system for all directors to refer to at any
time. The minutes of each committee meeting are forwarded to the directors
participating in the committee meeting, and it is also necessary to put those
who do not participate one copy so that all directors can understand relevant
information concerning proposals, and the efficiency of board meetings can also
be improved.
TSC’s Board
of Directors meets once a month in principle to review matters submitted to the
board by management. A total of 13 board meetings were held in 2025 (the
average attendance rate of directors was 99.45%). 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 2025, the
Board of Directors reviewed a total of 181 cases, included 115 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. All
major proposals of the Company are communicated with the directors by phone or
in person in advance. When necessary, directors are arranged to make
inspections and explain in details to the managerial department to facilitate
thorough communication among directors, ensuring in-depth understanding of the
proposals.
Directors’ Remuneration
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. NOTE” 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.” Full-time personnel
receive a monthly living subsidy of NTD 14,400 and a part-time work allowance
of NTD 10,400. Part-time personnel receive a monthly part-time allowance of NTD
10,400, and there are no other additional remuneration or bonuses. The salaries and bonuses of personnel at the level of Vice
President and below 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.
Note:Since the
compensations of the board of directors and Managers are handled in accordance
with relevant laws and regulations as well as operating norms and standards,
and comply with the relevant regulations of the competent authorities, the
current remuneration of the board members is relatively less correlated with
the sustainability performance of
TSC.
Board Assessment
Third-party Evaluation:
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. However, MOEA has
commissioned external impartial entities in recent years to conduct corporate
governance system evaluations for its affiliated businesses annually.
In 2025, TSC
accepted the Department of State-owned
Enterprise Affairs 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,
transparency and accountability,” “Composition and responsibilities of the
board of directors,” and “Sustainable development,” with a total of 45
evaluation indicators. Additionally, in 2025, four additional open-ended
questions were added during interviews, primarily focusing on the actual
implementation and effectiveness of carbon reduction and sustainable
development initiatives by the company in 2025. The evaluation includes 50% of
written documents review and 50% 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.
Internal 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 least 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 2025 board performance evaluation were reported to the board of
directors on January 16, 2026. The results of the evaluation of the board of
directors: There were a total of 45 evaluation items, and the evaluation
results were “Excellent.” Results of board member performance evaluation: 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 24 items, and the evaluation results was “Excellent.”
The results
of the performance evaluation of the board of directors and functional
committees of TSC were “Excellent,” indicating that the board of directors and
its committees operate under a sound governance structure with outstanding
performance. Each director diligently fulfills his/her respective duties,
contributing valuable insights and expertise. The assessment outcomes are
disclosed on TSC’s official website and the annual report.

