Risk Management Committee

Composition and Responsibilities of the Risk Management Committee

The Company actively promotes and implements risk management mechanisms and established the Risk Management Committee on August 8, 2023. Committee members are appointed by resolution of the Board of Directors. The Committee must have at least three members, at least half of whom must be independent directors, and at least one member must have professional expertise in risk management.

Members of the Risk Management Committee shall exercise the duty of care of a prudent manager, faithfully fulfill their responsibilities, and be accountable to the Board of Directors. Their principal responsibilities are as follows:

  1. Reviewing risk management policies.

  2. Reviewing the appropriateness of the risk management framework.

  3. Reviewing major risk management strategies, including risk appetite or tolerance.

  4. Reviewing management reports on significant risk issues and overseeing improvement mechanisms.

  5. Regularly reporting to the Board of Directors on the implementation of risk management.

 

Professional Qualifications and Experience of Risk Management Committee Members

The current Risk Management Committee consists of three members, two of whom are independent directors. Members have professional backgrounds and practical experience in industry operations, business management, law, and corporate governance. They apply their respective expertise and experience to assist the Company in reviewing significant risk issues, risk management strategies, and related management mechanisms, thereby strengthening risk management and oversight.

Title

Name

Education and Experience

Professional Expertise

Convener

Director

Hsieh, Tung-Fu

Ph.D. in Electrical Engineering, National Chiao Tung University

Vice President, Altek Corporation

Vice President, Lite-On Technology Corporation

General Manager, Sysgration Ltd. (current position)

Industry operations, business management, business operations, procurement management, international markets, and technology industry management.

Committee Member

Independent Director

Chiu, Tai-San

Ph.D. in Law, Graduate Institute of National Development, National Taiwan University
Minister of Justice
Chair Professor, Department of Financial and Economic Law, Asia University (current position)

Law, regulatory compliance, financial and economic law, public policy, and corporate governance.

Committee Member

Independent Director

Chen, Ling-Hsuan

Master of Laws, National Taiwan University
Managing Partner, Junlun Law Offices, Taipei (current position)

Law, securities regulations, legal compliance, corporate legal risk management, and corporate governance.

 

Organization and Operation of the Risk Management Committee

Under the Company’s Risk Management Committee Charter, the terms of Committee members coincide with the term of the Board of Directors that appointed them. If a member leaves office for any reason, resulting in fewer than three Committee members, a Board meeting shall be convened within three months of the occurrence to appoint a replacement.

The Risk Management Committee reviews and oversees risk management matters in accordance with its Charter and the Company’s internal operating procedures. It regularly reviews significant risk issues, risk management measures, and improvement progress, and reports on the implementation of risk management to the Board of Directors as required. These activities assist the Board in understanding the Company’s overall risk profile, strengthen risk oversight and corporate governance, and promote sound operations and sustainable development.

 

Annual Attendance of Risk Management Committee Members

The Risk Management Committee held 1 meeting in 2026. Attendance by Committee members was as follows:

Title

Name

Meetings Attended in Person

Meetings Attended by Proxy

Actual Attendance Rate

Convener

Hsieh, Tung-Fu

1

0

100%

Committee Member

Chiu, Tai-San

1

0

100%

Committee Member

Chen, Ling-Hsuan

1

0

100%

Note: The actual attendance rate is calculated based on the number of meetings each member was required to attend and the number attended in person.

 

Major Proposals Reviewed by the Risk Management Committee

Meeting Date

Proposal Details

2026/11/10
1st Meeting of the 2nd Term

  1. Report on the implementation of legal risk management and intellectual property management.

  2. Report on the implementation of information security.

  3. Report on the implementation of ethical corporate management.

 

Risk Management Committee Resolutions

All reports and proposals of the Company’s Risk Management Committee are handled in accordance with applicable laws and regulations, the Risk Management Committee Charter, and the Company’s internal operating procedures. Proposal details, deliberations, and resolutions are accurately disclosed based on the official meeting minutes to ensure the accuracy and transparency of information disclosure.

The Risk Management Committee continuously monitors and reviews the management measures and implementation status for the Company’s significant risks. It oversees the implementation of risk improvement and follow-up mechanisms by the responsible units and regularly reports on risk management implementation to the Board of Directors as required. These activities assist the Board in understanding the Company’s overall risk profile and management effectiveness, strengthen risk oversight and management mechanisms, and enhance early warning and response capabilities to protect the interests of the Company and its stakeholders and promote long-term sound operations.