コーポレートガバナンス

コーポレートガバナンス体制

監査委員会

報酬委員会

推進及び実施

重要な内部規定

Board of Directors

Diversity policy

The “Corporate Governance Best Practice Principles” defined that the composition of the board should be diverse. The diversity policy should be formulated based on the Company’s operations, business activities and growth, and should include, but is not limited to the standards of the following two aspects: basic conditions and values (gender, age, nationality and culture, etc.) and professional knowledge and skills (such as law, accounting, industry, finance, marketing or technology), and generally possess the knowledge necessary to perform duties , skills and literacy. The directors of the company all have the necessary knowledge, skills, literacy, and industrial decision-making and management capabilities for business execution.

The company also continues to arrange a variety of further training courses for the directors to improve their decision- making quality and fulfill their supervisory responsibilities. and thereby strengthen the functions of the board of directors. The company's sixth term of directors has a total of seven members, including three independent directors to ensure the independence of the board of directors; two are employees, accounting for 28%. It is expected that more female directors will be added in the future to achieve the goal of gender equality.

Members of Board of Directors

oToBrite completed the re-election of the 6th term of directors at the ordinary shareholders' meeting on June 19, 2024. The term will be from June 19, 2024 to June 18, 2027.The main academic experience and concurrent positions of the directors and independent directors are listed in the table below :

Material resolutions of a board of directors meeting

2024

2023

2022

2021

Date

Material resolutions

2024/03/28

2023 Business Report and Financial Statements
2023 Loss make-up
2023 Internal Control System Validity Evaluation and Declaration of Internal Control System
2024 Appointment, remuneration and assessment of independence and competency of CPAs
Amend some provisions of the important internal management measures of the company
The proposal for the Company to establish credit with banks
2023 annual performance target plan for directors and managers
2023 manager salary adjustment proposal
The Company’s 2024 regular shareholders’ meeting
The right to accept shareholder proposals at 2024 regular shareholders’ meetings
Comprehensive re-election of directors (including independent directors) and acceptance of nominations for director candidates (including independent directors)
List and qualifications of candidates for directors (including independent directors) nominated by the board of directors
Lifting competition restrictions on new directors (including independent directors)

Date	Material resolutions
2023/03/29	2022 Distribution of employees and directors’ remuneration 2022 Business Report and Financial Statements 2022 earnings distribution 2022 Internal Control System Validity Evaluation 2023 Appointment, remuneration and assessment of independence and competency of CPAs Amend some provisions of the "Corporate Governance Best Practice Principles” The proposal for the Company to establish credit with banks 2023 annual performance target plan for directors and managers 2023 manager salary adjustment proposal Issuance of 2022 RSA Issuance of new shares with 2023 RSA The Company’s 2023 regular shareholders’ meeting The right to accept shareholder proposals at 2023 regular shareholders’ meetings
2023/06/28	The company plans to establish a new subsidiary in the United States
2023/08/09	Second quarter of 2023 Financial Statements Amend some provisions of the "Issuance of new shares with 2023 RSA”
2023/11/02	Restrictions on employees' rights if vested conditions are not met, new stock recovery, cancellation and capital reduction matters The company plans to handle the first cash capital increase in 2012 and issue new shares
2023/12/22	2024 business plan and budgeting 2024 annual audit plan for internal control system The proposal for the Company to establish credit with banks Annual bonus payment for the company’s managers

Date	Material resolutions
2022/03/30	2021 Distribution of employees and directors’ remuneration 2021 Business Report and Financial Statements 2021 earnings distribution 2021 Internal Control System Validity Evaluation Establish and amend some provisions of the important internal management measures of the company The Company’s 2022 regular shareholders’ meeting The right to accept shareholder proposals at 2022 regular shareholders’ meetings The company’s plan to improve its ability to prepare financial reports by itself Assessment of independence and competency of CPAs The proposal for the Company to establish credit with banks 2022 annual performance target plan for directors and managers Manager salary adjustment proposal
2022/05/18	Issuance of new shares with RSA New reasons for convening the company’s 2022 regular shareholders’ meeting
2022/08/10	Establish the book closure date for cash dividend Amend some provisions of the "Issuance of new shares with 2022 RSA” The proposal for the Company to establish credit with banks
2022/12/14	2023 business plan and budgeting 2023 annual audit plan for internal control system Amend some provisions of the important internal management measures of the company The proposal for the Company to establish credit with banks Annual bonus payment for the company’s managers Monthly remuneration adjustment case for independent directors

Date	Material resolutions
2021/04/19	By-election of two directors of the company Lifting competition restrictions on new directors Amend some provisions of the "Article of Incorporation” The Company’s 2021 first extraordinary shareholders’ meeting Appointment of financial officer and accounting officer Re-appointment of internal audit officer Establish the book closure date for issuance of new shares t of employee stock option Establish ”accounting system”
2021/05/19	Appointed PricewaterhouseCoopers as the company's certified accountants 2010 Financial Statements and Business Report 2010 Loss make-up Establish “Procedures for Election of Directors and Supervisor” and “Rules of Procedure for Shareholders’ meetings” The company plans to apply for a public stock issuance case Plan to apply for registration as emerging stock Appointment of stock agency Plan to handle the complete scripless certificates of the company’s stocks 2021 Annual audit plan Comprehensive re-election of directors and supervisor Lifting competition restrictions on new directors The Company’s 2021 regular shareholders’ meeting
2021/07/05	Appointed the Chairman
2021/08/27	Second quarter of 2021 Financial Statements Internal Control System Validity Evaluation Established the sound business plan
2021/10/08	Comprehensive re-election of directors Lifting competition restrictions on new directors Period and place for accepting shareholder nominations for independent director candidates The Company’s 2021 second extraordinary shareholders’ meeting
2021/10/22	Established the “Audit Committee Charter” and “Rules of procedure for meetings of the Audit Committee” Established the “Remuneration Committee Charter” and “Regulations Governing the Exercise of Powers by the Remuneration Committee” Established the “Rules on the Scope of Responsibilities of Independent Directors” Established the “Procedures for pause and resume the trading of Emerging Stocks on the TPEx” Established the “Procedures for Handling Material Inside Information” List and qualifications of candidates for independent directors nominated by shareholders for 2021 second extraordinary shareholders’ meeting
2021/11/22	Appointed the fifth Chairman Appointed the members of the first salary and remuneration committee
2021/12/17	2022 business plan and budgeting 2022 annual audit plan for internal control system Established the “Remuneration Management of Directors and Managers” Annual bonus payment for the company’s managers The proposal for the Company to establish credit with CTBC bank

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