Corporate Governance Implementation Status

• The Corporation has established its Corporate Governance Guidelines, which are disclosed on the “Investor Relations” section and the “Corporate Governance” section of our website, as well as on the Market Observation Post System. The revision of the “Corporate Governance Guidelines” were approved by 23th meeting of the 8th Board held on February 20, 2019 and the Shareholders' Meeting held on May 30, 2019.

• The Corporation has a shareholder services unit that is responsible for handling shareholder services, shareholder recommendations, and responding to shareholder queries, while our legal unit handles shareholder disputes and litigation matters. All related matters are handled according to our operating procedures.

• The Corporation regularly maintains a list of its major shareholders as well as the ultimate owners of those shares. At present, most of the major shareholders are board members or financial institutions, and the list of major shareholders and ultimate owners can be viewed at any time to ensure the stability of the Corporation's operating policies.

• The Corporation currently has no affiliated businesses. Additionally, to avoid conflicts of interest, the Corporation has established its Operating Procedures for Transactions with Related Parties, and the Audit Committee is responsible for auditing transactions of related parties and other avoidances of conflicts of interest.

• The Corporation has established its Regulations Governing the Prevention of Insider Trading, which stipulates that corporate insiders and quasi-insiders must abide by the provisions of the Securities and Exchange Act. Additionally, the Corporation's “Code of Ethical Conduct” and “Employee Code of Conduct” also contain stipulations inhibiting insider trading.

• The 31th meeting of the 8th Board held on October 16, 2019 passed revisions to the “Charter of Corporate Governance and Nomination Committee”, where Article 14 of Chapter 2 (Board and committee composition and effectiveness evaluation) stipulates a diversified policy for board members and capabilities of board members, and Article 17 also stipulates the succession planning for Board of Directors.
• The diversified policy for board members states that appropriate diversification standards for the board should be set according to operations, operational status, and developmental needs, including but not limited to the following:
  1. Basic qualifications and values: gender, age, nationality, and culture.
  2. Level of contribution to businesses or in other professional areas.
  3. Personality, professional expertise and skills. Professional expertise and skills include professional backgrounds (such as in finance, accounting, legal practice, marketing, technology, business management, and so on), as well as professional skills and industry experience.
  4. Willingness and time to participate in corporate affairs.
  5. Concurrent director and manager positions held at other companies.
• Overall, the board as a whole should have the following capabilities:
  1. Operational insight capabilities.
  2. Accounting and financial analysis capabilities.
  3. Management capabilities.
  4. Crisis management capabilities.
  5. Industry knowledge.
  6. International outlook.
  7. Leadership and decision-making ability
• Composition of the Corporation's 8th Board of Directors complies with the Articles of Incorporation where candidates are nominated and then selected, nominated, and elected through the rigorous processes stipulated in the Corporation's Charter of Corporate Governance & Nomination Committee and Rules for the Election of Directors, thus ensuring diversification and independence of board members.
• Our current directors are all industrial or academic experts, with management experience in listed companies or in government institutes. Apart from possessing leadership and decision-making capabilities, crisis management capabilities, and an international outlook, our 3 independent directors, Mr. Ding Kung-Wha is a former FSC minister, Mr. Chiu Kenneth Huang-Chuan is a partner at Taiwan Commercial Law Offices, and Mr. Poo David Da-Wei was formerly Director-General of the Department of Transportation, Taipei City Government and President of China Engineering Consultants Inc., have expertise in finance and accounting, legal practice, industrial knowledge, and operational insights respectively. Additionally, of the other 9 non-independent directors, directors Liu Min-Ching and Kao Shien-Quey both have finance and accounting expertise, and Chairman Chiang Yao-Chung and directors Huang Mao-Hsiung, Liu Kuo-Chih, Tsai Huang-Liang, Wang Shyi-Chin, Kwan Tao-I, and Ko Lee-Ching all have significant management experience as a chairperson or president of public companies in industries spanning from technology, construction, automobiles, steel, airlines, manufacturing, and services, and therefore possess capabilities relating to marketing, technology, management, industrial knowledge, and operational insight.
• THSRC sets the 4Ts (Transport, Technology, Taiwan, and Touch) as our main developmental goal and selects directors based on their management experience and expertise. Our current directors possess knowledge on corporate governance, latest industrial insights, and expertise in business, finance, accounting, and corporate matters, which fulfill the goals set out by our 4Ts.
• Additionally, the Corporation strives to maintain gender equality in the composition of Board members. Our goal is to increase the number of female directors to 1/4 (25%) and above, and at least one of them is independent director. Currently, we have 75% (9) male directors and 25% (3) female directors. In future, we hope to add one other female (independent)director to the Board to achieve our goal.
• Currently, our 3 independent directors have served for less than 3 years. In terms of overall age distribution of our directors, at present 41% (5 person) of our directors are younger than 65 years old, and 58% (7 person) are older than 65 years old. (Note: The above analysis is based on the current status of directors' vacancy, if there is election for the vacancy of director in near future, the analysis will be updated.)
• Board members are all active in attending board meeting, with average attendance rates for 2018 reaching 89%, and 2019 reaching 92%, showing that the Board is indeed exercising its supervisory duties.
• Overall, the Board possesses capabilities aligned with THSRC's future development, and our policy of board diversification has been well implemented. See Note 1 for details on the implementation status of our board diversification policy. Additionally, the “Implementation of corporate governance” sub-section under the “Corporate governance” section of our website has also disclosed details of our board diversification policy and implementation status.

• The Corporation has established the Remuneration Committee and Audit Committee in accordance with law, and has voluntarily established functional committees including the Corporate Governance & Nomination Committee and Special Committee in consideration of corporate matters and development. The Audit Committee, Remuneration Committee, and Special Committee are convened by respective independent directors. The Audit Committee and Remuneration Committee are composed of independent directors, while more than half of the members in the Corporate Governance & Nomination Committee are independent directors. All functional committees are well operated and exercise sound supervisory duties and strengthen the functions of the board.

• On March 21, 2017, the Corporation's “Regulation of Self-Evaluation of the Board of Directors” was passed at the 27th meeting of the 7th Board of Directors. The Corporation's Corporate Governance & Nomination Committee serves as the implementation unit for these assessments, and the Board Secretariat assists in collecting information on Board activities at the end of each year. Self-assessments on Board operations (functional committees) and Board members are conducted via surveys. Survey results are organized and submitted to the Board of Directors as a basis for review and improvement. Additionally, assessment results of the Board and functional committees serve as a reference when selecting or nominating directors (and independent directors), while assessment results on individual directors may be used in the future as a reference for salaries and remuneration. Furthermore, it is stipulated that an external assessment should take place at least once every 3 years.
• Assessment indicators of the Corporation's Board of Directors includes the following 5 aspects:
  1. Participation in corporate operations.
  2. Enhancement of board decision-making quality.
  3. Board composition and structure.
  4. Director elections and continuous training.
  5. Internal control.
• Assessment indicators of the Corporation's directors includes the following 6 aspects:
  1. Understanding of corporate goals and tasks.
  2. Recognition of director responsibilities.
  3. Participation in corporate operations.
  4. Internal relations and communication.
  5. Director knowledge and continuous training.
  6. Internal control.
• Additionally, the Corporation referenced the Sample Template of “Self-Evaluation or Peer Evaluation of the Board of Directors of XX Co., Ltd.” provided by TWSE and added self-assessments of functional committee members in the following 5 aspects:
  1. Participation in corporate operations.
  2. Recognition of functional committee responsibilities.
  3. Enhancement of functional committee decision-making quality.
  4. Composition of functional committees and election of committee members.
  5. Internal control.
• The Corporation completed all self-assessments of the Board, Board members, and functional committee members for 2018 in January of 2019. The full score for assessments was 100, and overall, the Board and Board members received self-assessment scores of 94 and 96 (the scores were 93 and 94 for the year before.) Assessment results were the same as for the previous year: “Significantly exceeded standards”. Additionally, overall self-assessments for functional committee members received an average score of 96%.
• The aforementioned assessment results were submitted to the 18th Remuneration Committee meeting of the 8th Board of Directors on January 22, 2019, the 17th Corporate Governance & Nomination Committee meeting of the 8th Board of Directors on January 23, 2019, and were reported at the 22nd meeting of the Board of Directors on January 23, 2019. Suggestions for future improvement were as follows:
  1. Board of Directors:
     • Enhancement of board decision-making quality: Major changes to mid and long-term strategic developments of the Corporation should be reported to the Board in a timely manner for director reference and to obtain Board consensus.
     • Board composition and structure: the Board will continue to review and implement board diversification policies and concepts, and timely suggestions will be brought up at Board meetings as needed.
     • Director elections and continuous training: provide new directors with directions or documentation on taking office so they can understand their responsibilities and become familiar with corporate operations and environments.
  2. Board members:
     Director knowledge and continuous training: the Corporation will continue to provide a variety of information for director training and organize relevant training courses.
  3. Functional committees:
     Enhancement of functional committee decision-making quality: periodic reviews will be made of functional committee proposals and the length of discussion time, and implementation of meeting resolutions will be followed up on.
• Starting from 2017, the Corporation has conducted 1 external assessment of Board performance at least once every 3 years. Taiwan Corporate Governance Association was contracted to conduct “evaluations on board efficiency” in February 2019, and provided the evaluation result report on 19th April, 2019. The above evaluation result was reported at 27th meeting of the Board of Directors on June 19, 201. The detailed assessments are as follows:
  1. Evaluation Period: March 1, 2018 to February 28, 2019.
  2. Evaluation Methods: The Association reviewed the documents which are provided by the Corporation as required, and on March 28, 108, appointed three evaluation experts to the company for on-site visits, and interview with the Corporation's chairman, president and independent directors, corporate governance officer and the head of the planning office.
  3. Evaluation criteria: including the composition of the board of directors, the guidance of the Board of Directors, the authorization of the Board of Directors, the supervision of the Board of Directors, the communication of the Board of Directors, the internal control and risk management, the self-discipline of the Board of Directors and other (board meetings, support systems, etc.), including 8 facets. The implementation experts will refer to the information and public information provided by the Corporation for each indicator, and conduct on-site interviews, then to issue the evaluation report.
  4. Overall evaluation of the evaluation results:
     • The Corporation constitutes an appropriate Board of Directors in response to changes in operational development needs and equity. The directors have expertise in legal, financial, railway transportation and operation management, and all members of the Board of Directors take the interests of Taiwan's high-speed railway as a priority and can play a public-private business advantage.
     • The Corporation keeps pace with the times and sets up functional committees according to the tasks of different stages to assist the board to overcome difficult issues such as procurement and finance. The chairman of the board encourages the directors to propose different views on various issues and form an open atmosphere.
     • The Corporation unveiled its goal and mission of “leading progress and life improvement as one of Taiwan's top ten benchmarking”, and setting a mid and long-term strategic developments of the Corporation in response to the domestic and international economic situation and the transportation market conditions. The Corporation reports to the Board of Directors and the audit committee for deliberation, give full exert to the height of the board.
     • The Corporation has a “Law Compliance Management Regulation”, which examines the applicable laws variation status on a quarterly basis, and evaluates the response methods and subsequent amendments for the internal regulations, and regularly report the implementation status to the Audit Committee and the Board of Directors. It is obvious to follow the attention.
  5. Assessment recommendations and future improvement plans:
     • It is recommended that the Corporate Governance and Nomination Committee of the Corporation formulate training development and succession plans for directors and senior managers based on the mid and long-term strategic developments of the Corporation, and regularly report the implementation status to the Board of Directors for review, so that the Board can handle the succession strategy and achieve the goal of sustainable development. --- The Corporation had developed relevant plans based on above strategy and reported it to the Board of Directors in due course.
     • The performance appraisal of the audit supervisor of the Corporation is currently submitted to the Board of Directors for reference after chairman approved. The proposed amendments shall be submitted to the chairman for initial approval, then submitted to Audit Committee and Board for final approval. --- The Corporation had developed and revised relevant delegation of responsibility and authority regulation, and submited it to the Board of Directors for consideration.
     • The Corporation 's “Regulation of Whistle-Blowing System for Unlawful, Unethical Conduct and Dishonesty Behavior” clearly states that the audit department is responsible for investigating cases, and recommends that the Corporation set up a communication channel to directly contact independent directors to implement the responsibility of independent directors. --- The Corporation has set up an audit committee mailbox on ​​the external website to establish a communication channel between the interested parties and the audit committee directly.
     • It is recommended that the Corporation can integrate existing operational risks, information security, environmental hazards and financial risks into a complete risk management approach, which will be submitted to the Board for review and reported by the management team to the Audit Committee and the Board of Directors on a regular basis. Risk management implementation, in order to facilitate the board members to handle the Corporation's risk management dynamics in a timely manner. --- The company has formulated relevant risk management measures and submitted them to the Board of Directors for review and approval. It has also established a mechanism to report the implementation of risk management to the audit committee and the Board of Directors on a regular basis.

• According to Article 5-3-06 of the Company CGSs, the Audit Committee shall conduct assessments of CPA professionalism, independence, and reasonableness of audit fees at the end of each fiscal year, and these assessments shall be submitted to the Board of Directors. CPA assessment results for 2018 were approved by the 8th Board of Directors at the 21th Audit Committee Meeting held on February 19, 2019 and the 23th Board Meeting held by the 8th Board of Directors on February 20, 2019, confirming that the CPAs Mei-Yen Chiang and Kwan-Chung Lai of Deloitte & Touche both fulfilled the assessment standards for independence and competency, and a letter of declaration was provided by Deloitte and Touche.

• In accordance with Article 3-08 of "Corporate Governance Guidelines ", the Secretariat Division for Board of Directors has been designated as the unit responsible for corporate governance-related matters, and the qualification and responsibility of the division head are in compliance with the requirements of corporate governance officer. On March 20, 2019, the 24th meeting of the 8th Board approved the appointment of Board Secretariat secretary Senior Vice President Barret Wang as the Corporation's corporate governance officer (Corporate Secretary) to protect shareholder rights and strengthen Board functions as he possesses legal qualifications and has served in managerial capacities for more than 3 years handling the legal, shareholding, and corporate governance affairs of listed companies. The main duties of the corporate governance officer are to handle Board and shareholder meeting matters in accordance with law, prepare meeting handbooks for Board and shareholder meetings, assist directors in taking office and continuous training, provide legal compliance information and assistance to the Board for implementation of business matters, and so on. The implementation status of Corporation corporate governance was submitted to the 23rd meeting of the 8th Board of Directors on February 20, 2019, and would be periodically reported to the Board every year. Main implementations include:
  1. Assisting the Board or committees with drawing up annual work plans and meeting agendas, and collecting, researching, analyzing, or providing related materials.
  2. Providing analysis and opinions on the legality, appropriateness, and feasibility of proposals to be deliberated by the Board or committees, for reference by the Board or committees during deliberations.
  3. Ensuring that the operations of the Corporation's shareholders' meeting, Board, and committees do not violate laws or regulations, the Articles of Incorporation, shareholders' meeting resolutions, and our Guidelines for Corporate Governance.
  4. Assistance with deliberation, supervision, or processing relating to the planning and review of systems for liaison and interaction between the Corporation and shareholders, employees, consumers, stakeholders, and the general public.
  5. General administrative affairs relating to the calling of, notices for, holding of, and record-keeping for shareholders' meetings, Board meetings, and committee meetings.
  6. Ensure that Board members have timely knowledge of material information by notifying Board members upon publication of material information.
  7. Formulate board meeting agendas and notify directors 7 days in advance of the meeting, convene the meeting and provide meeting information, provide reminders of conflicts of interest, and complete board meeting handbooks within 20 days of the meeting.
  8. Organize at least 6 hours of director training courses within the corporate offices, and assist directors in organizing other training plans and courses.
  9. Assess and take out appropriate liability insurance for directors and officers.
  10. Conduct performance assessments in accordance with the Corporation's Procedures for Assessing Board Performance.
• The training status of Corporation's corporate governance officer in 2019 is as follows：

  Training Date	Training Organizer	Training Course	Hours
  2019/4/17	Securities and Futures Institute	Discussion on the related regulations and prevention practices of insider trading	3
  2019/6/4	Taiwan Corporate Governance Association	Analysis of Key Messages and Responsibilities of Annual Report: Directors' View	3
  2019/8/7	Taiwan Corporate Governance Association	Analysis of The Dispute Case of Financial Report for the Director	3
  2019/10/29	Taiwan Academy of Banking and Finance	Analyze Crisis Management Policies and Presentation Skills	3
  2019/11/19	Taiwan Corporate Governance Association	Behind the Scenes of Corporate Governance: Corporate Governance Staff Operations	3
  2019/12/24	Taiwan Corporate Governance Association	Corporate Legal Risk and Crisis Management	3
  2019 Total Hours			18

• The training status of Corporation's corporate governance officer in 2020 is as follows：

  Training Date	Training Organizer	Training Course	Hours
  2020/2/7	Taiwan Corporate Governance Association	Corporate Governance View and Board Operations View for Governance Corporate Governance Staff	3
  2020/2/18	Taiwan Corporate Governance Association	Corporate Governance Roadmap for Corporate Governance Staff operation	3
  2020/3/6	Taiwan Corporate Governance Association	Planning and Case Analysis of Shareholders'Meeting	3
  2020 Total Hours			9

• The Corporation has a shareholder services unit that is responsible for handling shareholder services, responding to shareholder queries, making changes to Corporation registration details, and publishing information on shareholder matters in accordance with law.

• A “Stakeholders” sub-section is available under the “Corporate social responsibility” section of our corporate website. This subsection upholds the rights of stakeholders by periodically assessing stakeholder categories and establishing designated units and communication channels for stakeholders, using appropriate communication measures to understand the reasonable expectations and needs of stakeholders and providing fitting responses to major CSR issues of concern.
• The communication situation between the Corporation and various interested parties and the handling of major disputes have been submitted to the 30th meeting of the 8th Board of Directors on September 18, 2019.

• The Corporation has appointed Fubon Securities Transfer Agency Department as its professional shareholder service agency.

• Our corporate website contains an “Investor relations” section and a “Corporate governance” section which both disclose information regarding the Corporation's finances, business matters and corporate governance. This information is updated periodically and in a timely manner.

• When disclosing information, we not only publish the information on our annual report and prospectus in accordance with law, but also make the information on websites designated by governing authorities and on our corporate website. Additionally, information is also disclosed in the following ways:
  1. We have established an English language website (http:// www.thsrc.com.tw/index_en.html) that discloses important information on the Corporation's finances, business matters, and corporate governance.
  2. We have implemented a spokesperson system.
  3. Our Investor Conference notices and related information are disclosed on our corporate website.

• THSRC participated in the 4th Corporate Governance Evaluations (2017) for the first time and was acknowledged as a top 5% listed company. For the 5th Corporate Governance Evaluations (2018), THSRC was also ranked at the top 5% of listed companies.
• The Corporation received a CG6011 (2017) Corporate Governance Framework Assessment Certificate with an “Excellent” ranking from the Taiwan Corporate Governance Association on June 26, 2018. The certificate is valid from June 12, 2018 to June 11, 2020.
• In July 2018, the Taiwan Index released periodic assessment results for the “Taiwan Corporate Governance 100 Index” and listed THSRC as one of the companies in the index.
• The Corporation's Guidelines for Corporate Governance stipulates that the Corporation shall devote attention to public policy, economic development, consumer rights and interests, community concerns, environmental protection and sanitation, public safety, and other public interest issues to raise the Corporation's image and to faithfully fulfill its social responsibilities. The Corporation participates in social contribution through a number of measures, for example through subsidies to preserve jacanas and other wildlife, providing care to communities alongside the HSR line, and support of other environmental hygiene and public policies.
• The Corporation has established Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct, Code of Employee Conduct, Regulation of Whistle-Blowing System for Unlawful, Unethical Conduct and Dishonesty Behavior, Management of the Prevention of Insider Trading, Reward and Discipline Regulation, Grievance Regulation, and Procurement Staff Ethical Regulation, which not only governing the ethical standards and codes of conduct for corporation personnel when carrying out their duties, but also ensure that the corporate activities of THSRC do not interfere with social contributions, thus maintaining the rights of the Corporation and our shareholders, fulfilling our corporate social responsibilities, and helping our stakeholders to understand relevant regulations.
• The Corporation has established an Occupational Safety and Health Policy and is committed to compliance with government health and safety laws, regulations, and procedures to ensure the safety of passengers, employees, and other members of the public. We periodically conduct employee health checks every year, to promote health-enhancing activities, and implement health management to enhance the physical and mental health of employees.
• The Corporation has established a Safety Policy, and relevant procedures and implementation results are regularly reviewed every year to further our goal of continued improvements to safety. All employees have to undergo training in accordance with the safety regulate can continue to display and be equipped with attention to and recognition of safety measures when carrying out daily tasks. Our contractors are carefully selected, supervised, and managed to ensure that their operations fulfill the Corporation's safety goals.
• The Corporation is committed to appropriate utilization of internationally recognized risk assessments and safety management methods in our safety management system to actualize control and minimize hazards. We are also committed to maintaining the highest quality control standards and are active in exercising safety management as we strive to implement various health and safety measures.
• The Corporation has established a Supply Chain Management Policy which states that when collaborating with suppliers, we should gradually integrate environmental, social, and corporate governance needs into our supplier regulations, in hopes of creating a more sustainable collaboration with our suppliers. Our management policies are disclosed on our corporate website.
• Starting in 2004, the Corporation has complied with the Board-approved “Guidelines for Corporate Governance” and taken out liability insurance for all directors and officers with respect to their liability under the law for their actions in the exercise of their duties. The liability insurance policies for directors and officers in 2019 and 2020 were approved by the 18th meeting of the 8th Board of Directors on September 13, 2018, and by the 30th meeting of the 8th Board of Directors on September 18, 2019. The completed insurance amount comes to NT$ 900,000,000, in addition, the insurance amount of defense against environmental pollution is NT $ 3,000,000.
• The continued education of all current Corporation directors complies with the number of training hours stipulated by the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies. In 2019, Corporation directors underwent a total of 90 hours of training, the detailed is as Director Training Status.

The Corporation was ranked among the top 5% listed companies in the 4th Corporate Governance Evaluations (2017) and 5th Corporate　Governance Evaluations (2018). We list improvements to major unachieved evaluation items below: