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 15 board meetings were held in 2024 (the average attendance rate of directors was 99.69%). 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 2024, the Board of Directors reviewed a total of 198 cases, included 123 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.

　　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.” 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 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,” Since the compensations of the board of directors are handled in accordance with relevant laws and regulations as well as operating norms and standards, the current remuneration of the board members is relatively less correlated with the sustainability performance of TSC.

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 2024, 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 46 evaluation indicators. Additionally, in 2024, 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 2024. 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.