● BOD

Board Responsibilities

本公司之董事會應指導公司策略、監督管理階層、對公司及股東負責，其公司治理制度之各項作業與安排，應確保董事會依照法令、公司章程之規定或股東會決議行使職權。

Board's Meeting Resolutions

● Directors & Supervisors

● Succession planning and operation of the Company's Board of Directors and key management personnel

(1) The following criteria are used to establish a database of director candidates for the Company's ongoing succession plan:

A. Integrity, responsibility, innovation and decision-making ability, in line with the Company's core values, and with expertise and skills that contribute to the management of the Company.

B. In terms of the Board of Directors’ expertise on the whole, industry experience (such as real estate, law, banking, accounting, and tax) and expertise (such as business management, decision-making, crisis management, and industry knowledge) related to the business of the Company are required.

C. The addition of this member is expected to provide the Company with a Board of Directors that is effective, diverse and responsive to the Company's needs.

(2) The Company has formulated the "Evaluation Methods for the Board of Directors" and regularly conducts performance evaluations. Through relevant measurement items, including mastery of the Company’s goals and tasks, awareness of directors’ responsibilities, participation in the Company’s operations, internal relationship management and communication, directors’ professionalism and continuing education, internal control, and specific opinion expression, the Company can confirm the effective operation of the Board of Directors and evaluate the performance of directors, as a reference for future selection of directors.

(3) The Chairman of the Company is young and promising, and his leadership style is energetic and positive. Therefore, in case of major decisions, the Chairman of the Board of Directors discusses the decision direction with senior executives (Executive Vice President and CFO), and the senior executives lead a number of middle level executives (Assistant Vice Presidents and Managers). The roles played by the middle level executives are mainly: implement the decisions, deliver to junior employees, and communicate with senior managers.

(4) The Company provides training opportunities (internal or external) to enable management staff to enhance their professional knowledge and skills, which in turn improves work efficiency. Middle executives also participate in regular executive meetings and departmental meetings. In addition, The Company has implemented the duty agent mechanism, when senior executives are on leave or on business trips, middle executives are assigned to perform duties on their behalf. Therefore, through the communication and discussion process in meetings and the duty agent mechanism, the middle executives have been able to accumulate experience, not only to cultivate the ability, but also to convey the Company's core values and future blueprint, so as to avoid a manpower gap in the Company. In this way, they are able to achieve a consistent direction of the Company's overall operation and to meet the rapidly changing environment.

(5)The management succession plan and implementation are as follows:

(6) The Company held the following training courses for management

● 董事會及功能性委員會定期執行績效評估情形

一、本公司董事會通過「董事會績效評估辦法」，訂定董事會、薪酬委員會及審計委員會，應至少每年執行一次績效評估，並應於次一年度第一季結束前完成。

二、本公司已於民國113年3月14日董事會，提報「112年度董事會、審計委員會及薪資報酬委員會績效評估」，並經全體董事決議通過。

⦁ Evaluation of the Board of Directors, Evaluation content includes :
A. Participation in the Company's operations
B. Improvement of the Board's decision-making quality
C. Composition and structure of the Board
D. Election and continuing education of Directors
E. Internal control

⦁ Evaluation of the Board members, Evaluation content includes :
A. Execution of the Company's goals and tasks
B. Understanding of the Director's roles and responsibilities
C. Participation in the Company's operations
D. Management and communication of internal relations
E. Expertise and continuing education of Directors
F. Internal control

⦁ Evaluation of the Remuneration Committee, Evaluation content includes :
A. Participation in the Company's operations
B. Awareness of the duties of the functional committee
C. Quality of decisions made by the functional committee
D. Improvement of the composition and member election of the functional committee
E. Internal control

⦁ Evaluation of the Audit Committee, Evaluation content includes :
A. Participation in the Company's operations
B. Awareness of the duties of the functional committee
C. Quality of decisions made by the functional committee
D. Improvement of the composition and member election of the functional committee
E. Internal control

七、本公司113年度董事會、董事成員、薪酬委員會、審計委員會之評估結果如下：

八、本公司112年度董事會之外部評鑑結果如下：

The Company revised the "Evaluation Methods for the Board of Directors" on August 11, 2020, as approved by the Board of Directors. The Board's performance evaluation will be conducted at least once every three years by an external professional independent organization or a team of external experts.
In December 2023, the Company appointed the Taiwan Investor Relations Institute to conduct an external board performance evaluation (duration: January 2023 - December 2023).
The institution and executing experts have no business dealings with the Company and maintain independence.
The evaluation was carried out through questionnaires and on-site visits, focusing on the Board od Directors' composition and professional development, decision-making quality, efficiency, internal control and risk management, as well as their involvement in corporate social responsibility.
The Institute’s findings, detailed in a report issued on January 29, 2024,with the following overall evaluation content and measures:

I. Overall assessment of the evaluation report
The Board composition has a balanced structure of internal and external directors, as well as independent directors.
All directors’ professional knowledge, skills, and experience meet the operational and developmental needs of the evaluated company, including expertise in real estate, law, banking, accounting, taxation, as well as capabilities in business management, leadership decision-making, and crisis handling that align with the Company’s developmental needs.
In 2023, all nine individual Board members completed the required training hours as stipulated by the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies", enhancing their adaptability through continuous learning to keep abreast of the latest knowledge.
In addition, the Independent Directors of the evaluated company communicate with CPAs from time to time to understand the Company's financial operations, and CPAs attend Audit Committee meetings to report to Independent Directors on the annual key audit items, audit direction and planning, key audit points, audit results of
the financial statements, and the impacts of updates to laws and regulations.
II. Recommended improvements and future improvement plans

● Communications between independent directors , internal audit supervisor,and the accountant

Communication between Independent Directors and CPAs

　　獨立董事與會計師每年至少召開一次單獨會議，討論內控、財報查核…等相關事宜，單獨溝通情形如下：

Communication between Independent Directors and the Chief Internal Auditor.

1. 內部稽核主管於每月底將上月之稽核報告彙整為「稽核報告摘要表」，連同稽核報告電子檔交付獨立董事查閱。
2. 內部稽核主管定期向審計委員會報告「內部稽核結果」、提送「年度稽核計畫」、「內部控制制度聲明書」及修訂「內部控制制度」、「內部稽核實施細則」。
3. 獨立董事與稽核主管每年至少一次召開一次單獨會議，討論稽核業務執行情形及成效、次年度稽核工作及目標、獨立董事關心查核事項…等。
4. 本公司內部稽核主管與獨立董事之溝通管道多元且順暢。
5. 獨立董事與內部稽核主管之單獨溝通情形如下：

● Independent Director election results

2022 Shareholders' Meeting

●Remuneration Committee

一、本公司薪資報酬委員會之職能，係以專業客觀之地位，定期就本公司董事及經理人之績效、薪資報酬政策及制度予以評估，並向董事會提出建議，以供決策之參考。委員會成員人數為三人，每年至少召開兩次會議。

二、本公司薪資報酬委員會之組成、職責及運作情形如下：

●Audit Committee

一、審計委員會之職能，係以專業角度協助董事會監督公司在執行有關財務、會計、內部控制及重大交易之品質和誠信度。
二、審計委員會審議的事項：
審核公司年度財務報告、內部稽核、公司內部控制制度、重大之資產、資金貸與、背書或提供保證、募集或發行有價證券、衍生性金融商品、關係人交易等之情形；簽證會計師之委任、解任或報酬；財務、會計或內部稽核主管之任免等。
三、本公司審計委員會由全體獨立董事組成，每年至少召開四次會議。
四、本公司審計委員會之組成、職責及運作情形如下：

●ESG Committee

一、本公司永續發展委員秉於董事會之授權，應以善良管理人之注意，忠實履行下列職權， 並提報董事會：
 1. 制定、推動及強化公司永續發展政策、年度計畫及策略等。
 2. 檢討、追蹤與修訂永續發展執行情形與成效。
 3. 督導永續資訊揭露事項並審議永續報告書。
 4. 督導本公司永續發展守則之業務或其他經董事會決議之永續發展相關工作之執行。
二、本公司永續發展委員成員人數為三人，由獨立董事組成，每年至少召開一次會議。
三、本公司永續發展委員會之組成、職責及運作情形如下：