Functional Committees Main Duties and Members

Main Duties

• Review the diversified backgrounds of independent directors, non-independent directors, and managerial officers in terms of professional and technical knowledge, past experiences, and gender as well as standards of impartiality, and use these criteria to seek out, assess, and nominate candidates to serve as directors, independent directors, and managerial officers.
• Plan composition of the Board and its functional committees (hereinafter referred to as “committees”), and assess performance of the Board, committees, all directors, and managerial officers. This Committee shall explore the willingness of potential candidates to serve on committees and consider candidate backgrounds and the duties of the respective committees before presenting its plans and suggestions regarding the composition of the committees to the Board.
• Be responsible for nominations of independent directors and non-independent directors.
• Identify and evaluate potential candidates for independent and non-independent directors.
• Review succession plans for directors and managerial officers.
• Plan and review implementation performance of the Board and its committees.
• Devise and review liability insurance plans for directors and managerial officers.
• Review status of information disclosures.
• Analyze, implement, and provide recommendations relating to the Corporation's corporate governance system and review the Corporation's Guidelines for Corporate Governance and relevant bylaws.
• Review implementation performance of the corporate governance system, including execution of sustainable development, ethical management, and stakeholder communication.
• Other duties as required by the Corporation's Articles of Incorporation, Guidelines for Corporate Governance, or resolutions passed by the Board.

More than half of Corporate Governance & Nominating Committee members are independent directors. Of the fivecommittee members, excepting the three independent directors who respectively possess expertise in finance and accounting, legal affairs, industrial knowledge, and operational insights, Chairman Yao-Chung Chiang and Director Kuo-Chih Liu both have significant management experience as a chairperson or president of publicly listed companies, and possess the professional corporate governance and management capabilities necessary for this committee.

Main Duties

• Adopt or amend the internal control systems pursuant to Article 14-1 of the Securities and Exchange Act.
• Evaluate the effectiveness of the Corporation's internal control system.
• Adopt or amend the procedures for material financial or operational acts such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or providing endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
• Review matters that may involve the personal interest of directors.
• Review material asset and derivatives transactions.
• Review material monetary loans or endorsement, or provision of guarantees.
• Review the public offering, issuance, or private placement of equity-type securities.
• Evaluate the appointment, dismissal, or compensation of attesting CPAs.
• Evaluate the appointment and dismissal of the Corporation's chief financial officer, chief accountant, or chief internal auditor.
• Review annual and semi-annual financial reports.
• Review financial reports for the first and third quarters.
• Review the Corporation's accounting system and financial condition.
• Evaluate the Corporation's risk management policies and risk measurement standards.
• Review the procedures for material financial and operational acts.
• Evaluate, examine, and monitor any existing or potential risks to the Corporation.
• Examine the Corporation's compliance with laws, regulations and rules.
• Review the Corporation's capital, financing, and credit plans.
• Assess the Corporation's tax planning and compliance with tax laws and regulations.
• Other major matters as required by the competent authority.
• Other duties as required by the Corporation's Articles of Incorporation, Guidelines for Corporate Governance, or resolutions passed by the Board of Directors.

Main Duties

• Formulate and regularly review policies, systems, standards, and composition of performance evaluation and compensation of directors and officer.
• Regularly evaluate and formulate directors' and officers' compensation.

Main Duties

• Provide counsel and suggestions in accordance with Board resolutions on major legal or contractual disputes and important institutional changes of the Corporation, and assist the Board in supervising the implementation of said resolutions by managerial departments.
• Review proposals relating to procurement matters that should be submitted to the Board by managerial departments according to Corporation bylaws, excepting procurement proposals between the Corporation and related parties, which shall be reviewed by the Audit Committee according to the stipulations of this Charter as per Article 8-05 of the Corporation's Guidelines for Corporate Governance.