Sustainable Management

Corporate Governance Structure and Committee

THSRC firmly believes that thought-out, transparent, and efficient corporate governance is the foundation for pursuing steady development, continuously improving operational safety and sustainable performance, and further creating sustainable value. The Company complies with domestic laws and regulations to establish the "Corporate Governance Guidelines," and has established the Board of Directors and various functional committees under it to optimize the overall governance effectiveness of the Company through various management mechanisms.

On May 23, 2024, THSRC renamed the "Corporate Governance & Nomination Committee" to the "Sustainable Development & Nominating Committee," and the "Corporate Governance Promotion Committee" was renamed the "Sustainable Development Promotion Committee," with adjustments made to the functional structure. Starting in 2024, the Sustainable Development & Nominating Committee was chaired by a director, and beginning in 2025, it will be chaired by an independent director. The committee will consist of four independent directors and two directors, and will be responsible for overseeing the Sustainable Development Promotion Committee in terms of strategic planning and implementation of sustainable development initiatives.

The Sustainable Development Promotion Committee, chaired by the President, includes Senior Vice Presidents and department/office-level managers as members. The Committee convenes quarterly and reports the implementation progress to the directors semiannually. Additionally, it submits annual reports to both the Sustainable Development & Nominating Committee and the Board of Directors. Under its jurisdiction, there are six specialized teams：Environmental Sustainability Team, Sustainable Service Planning Team, Employee Care Team, Social Integration Team, Corporate Governance Team, Ethical Management Team. These teams are tasked with formulating the strategic direction for corporate sustainability, developing specific action plans, and tracking implementation outcomes. In 2024, the main focus areas of the Sustainable Development Promotion Committee include：corporate governance, sustainable development, business integrity, legal and regulatory compliance and other related implementation matters. For more details on the responsibilities of the Sustainable Development Promotion Committee, please refer to the "Corporate Governance Structure" on the corporate website. Information on the 2024 operational status can be found on the corporate website under the section titled "Sustainable Development Status"

THSRC continues to strengthen our culture of sustainable governance. Since 2018, we have been ranked among the top 5% of listed companies in the Corporate Governance Evaluation for eight consecutive years. On December 27, 2024, THSRC received the "Corporate Governance System Evaluation Certificate" with an Excellent ranking from the Taiwan Corporate Governance Association. THSRC will continue to execute the corporate governance framework, actively implement engagement with stakeholders, and practice rigorous corporate governance strategies. For further information related to corporate governance, please refer to the corporate website Corporate Governance Structure, 2024 Annual Report, and the Market Observation Post System (MOPS).

Corporate Governance Framework Chart

Responsibilities of the Board of Directors and Information on Board Members

The Board of Directors serves as THSRC's highest governing body. Its main strength and responsibilities include the power conferred by relevant laws and regulations, and the shareholders' meeting, reviewing significant regulations, business plans, budgets, financial statements, and important business, as well as supervising management execution results and guiding the management team. As of January 2025, the Board of Directors has 15 directors（including 5 independent directors）, with 80%（12）men and 20%（3）women, and we will strive to increase the proportion of female directors in the future to meet the norms of diversity in governance organizations. At present, the average age of the Board of Directors is 64.65 years old, including 6 doctors, 6 masters and 3 bachelors, all of whom have relevant professional backgrounds and relevant ESG experience required by the transportation industry. In terms of professional ability, the Board of Directors as a whole has the ability of marketing technology, business management, law, financial accounting, leadership decision-making, industrial knowledge, crisis management and international market view. Please refer to Appendix Table 2 for composition background on the members of the Board. The age distribution of the Board is as follows:

Functional Committees

In order to effectively perform the competencies of the Board of Directors and elevate the caliber of its decisions, functional committees have been set up under THSRC's Board of Directors, including the "Sustainable Development & Nominating Committee," "Audit Committee," "Remuneration Committee" and "Special Committee." These Committees aid the Board of Directors in fulfilling its supervisory and advisory duties, deliberating pertinent matters, and presenting conclusions and recommendations to the Board of Directors for resolution. Please refer to the table below for the description of each functional committee's responsibilities and the issues discussed in 2024. For further information on operations, please refer to "Operation Status of Functional Committees."