Board of Director

Diversification and Independence of Board of Directors

(1) The Responsibilities and Composition of Board of Directors

The election of directors in the Company is based on the candidate nomination system under Article 192-1 of the Company Act, and they are appointed by the shareholders' meeting. The board of directors must meet at least once every quarter, but may be convened at any time in case of emergency. According to the Company's corporate governance guidelines, the composition of the board of directors should take into account diversity, including not only the knowledge and skills required for the positions but also different professional backgrounds and experiences in the industry. As of August 2024, the average term of the board members was about 8.6 years.

The Company’s 25^th board of directors consists of 15 directors, including 5 independent directors, which already accounts for one-third of the total. Many directors also serve as chairman or director of other listed companies. The rich knowledge, personal insights, and business operational judgment of our directors, along with their outstanding leadership and decision-making abilities, are highly valued by the Company. Additionally, the Company pays attention to gender equality in the composition of the board of directors, with 4 female directors, accounting for 27% of the board. The age range of the directors is 31-50 years for 1 seats, and 51 years and above for 13 seats.

(2) The capabilities of the board of directors as follows

• Business judgement
• Accounting and financial analysi
• Operational management (includes operational management of subsidiary)
• Crisis management
• Industrial knowledge
• International market vision
• Leadership
• Decision-making
• Risk management knowledge and capabilities

The composition of the 25^th board of directors of the Company emphasizes diversity and is composed of industry and academic elites. The members' industry experience covers energy, environmental protection, cement, mergers and acquisitions/investment, information technology, etc., and they possess professional capabilities in management, international markets, risk management, accounting and financial analysis, law, ESG, and other areas:

The Company continues to arrange diverse training courses for our board members to enhance their decision-making quality, fulfill their supervisory responsibilities, and strengthen the functions of the board of directors.

(3) Management objective: The Company’s board of directors guides company’s strategy, supervises management, the operations and arrangements of governance and is responsible for the company and shareholders. It has to be ensured that board of directors exercises its functions in accordance with legal provisions, the company's articles of incorporation or shareholders' resolutions. Directors listen to management team’s report at board meetings, and provide guidance and advice, maintaining good communication with the management team to create maximum benefits for shareholders. Our company also values gender equality in the composition of the board of directors. Four female directors currently hold seats, and our goal is to have at least 33% female directors in the future. In future director elections, we will give priority to female director candidates to achieve this goal.

(4) Meetings: The current board of directors held 7 board meetings from May 21, 2024, to September 12, 2024, with a 90% attendance rate.

(5) Independence: There are a total of 15 members on the current board of directors of the Company, of which 5 are independent directors, accounting for 33%. As of the end of 2024, all independent directors met the regulations set by the Securities and Futures Bureau, Financial Supervisory Commission regarding independent directors, and there were no situations described in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act between directors and independent directors.