Sustainable Governance

Corporate Governance Framework and Committee

THSRC firmly believes that sound, transparent, and efficient corporate governance is the key to sustained and robust development. The Company has established the "Corporate Governance Guidelines" in accordance with domestic regulations and set up the Board of Directors and various functional committees under its jurisdiction to optimize the overall governance effectiveness of the Company through management mechanisms. THSRC has established the "Sustainable Development & Nominating Committee" under the Board of Directors, with an Independent Director serving as the chairperson. Its composition includes three Independent Directors and two directors. The committee supervises the "Sustainable Development Promotion Committee", which is composed of the top management personnel and responsible for formulating THSRC's sustainability strategies and plans, as well as reviewing the effectiveness of implementation.

The Sustainable Development Promotion Committee is chaired by the President, with members including Senior Vice Presidents and the conveners of each working team (department/office-level managers). The Committee convenes a meeting every quarter, reports the implementation status to the Chairman every six months, and reports to the Sustainable Development & Nominating Committee and the Board of Directors each year. There are six working teams under its jurisdiction including the Environmental Sustainability Team, Sustainable Service Planning Team, Employee Care Team, Social Integration Team, Corporate Governance Team, and Ethical Management Team. These teams research and develop strategic directions for corporate sustainable development, formulate specific implementation plans, and track the effectiveness of implementation. In 2025, the primary discussion topics of the Sustainable Development Promotion Committee covered the implementation status of corporate governance, sustainable development, ethical management, and legal compliance. This included the review of the annual plans and implementation status of the six teams, as well as the effectiveness of relevant projects (such as information security, legal compliance, human rights, and T-Shopping reduction targets). For the responsibilities of the Sustainable Development Promotion Committee and its working teams, please refer to the diagram below. For the 2025 operational status, please refer to the "Sustainable Development Status" section on the official website.

THSRC continues to strengthen its culture of sustainable governance. Since 2018, the Company has been ranked among the top 5% of listed companies in the Corporate Governance Evaluation for nine consecutive years, and in 2024 received the CG6014 (2023) Corporate Governance System Evaluation Certificate with an Excellent ranking (conducted biennially) 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, 2025 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 May 2026, the Board of Directors has 15 directors (including 5 independent directors), with 93% (14) men and 7% (1) woman, 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 61.7 years old, including 6 doctors, 4 masters and 5 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

THSRC has established functional committees under the Board of Directors, including the Sustainable Development & Nominating Committee, Audit Committee, Remuneration Committee, and Special Committee. These committees assist the Board of Directors in performing its supervisory and advisory duties, discussing relevant topics, and submitting conclusions and recommendations to the Board for resolution. The primary sustainability topics discussed by each functional committee in 2025 are listed below. For detailed mandates, functions, and operational status of each functional committee, please refer to the "Functional Committees Main Duties and Members" and "Operation Status of Functional Committees" sections on the corporate website.