Board of Directors

(1) Strengthen the functionality of the Board of Directors

• To strengthen Board functionality, the Board of Directors resolved on August 8, 2025, to establish a “Nomination Committee” to enhance the selection and appointment procedures for directors and senior management.
• The Company has established several functional committees, including the “Remuneration Committee,” “Audit Committee,” “Sustainability and Risk Management Committee,” and “Nomination Committee.” The Remuneration Committee evaluates the performance of directors and executives to ensure the reasonableness of compensation. The Audit Committee ensures the fairness of financial and non-financial reporting, as well as the effectiveness of internal control systems. The Sustainability and Risk Management Committee reinforces our vision for sustainable development, oversees the execution of sustainability initiatives, and establishes mechanisms for the identification, assessment, and mitigation of material risks—including operational, financial, information security, and climate change risks. The Nomination Committee assists in establishing selection criteria, reviewing candidate qualifications, and planning succession strategies to optimize the diversity and expertise of the Board’s composition.
• The Company’s Independent Directors possess extensive expertise in accounting, finance, business, and law; they consistently provide effective and professional insights on Board matters regarding finance, business operations, management, new investment projects, internal controls, and risk management.

(2) Diversity of the Board of Directors

According to Article 20 of Corporate Governance Best Practice Principle of the Company, the composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. There are nine seats in the Board of Directors, and all of them possess various professional background and work domain:

• The percentage of the Company's directors who are employee is 44%. The percentage of independent directors is 33%. 33% of directors are female. 
• Normal director members: composed of members with rich industry experience and professional skills. Not only do many of them have higher education degree such as M.S. in Accounting, University of Illinois at Urbana, U.S.A, B.S. in Economics, York University, Canada, Ph. D. in Infrastructure Planning and Engineering, Feng Chia University, EMBA of Beijing University, China, and B.S. in Economics of University of Toronto, Canada, but they are also award-winning leaders in different industries.
• Independent director members: composed of the members who possess professional background, expertise and industrial experience, such as Master Degree in Politics, Arkansas State University, U.S.A, Ph. D. in Public Finance and Economics, Central University of Finance and Economics, Peking, China, and Ph. D.student in National Development, National Taiwan University. They also have diverse professional backgrounds and skills, such as legislator for eight consecutive terms, member of the Control Yuan, the senior certified public accountant, and the county mayor for two consecutive terms.
• THC’s Board of Directors consist of members with different backgrounds and professional skills, and we are concerned about gender equality among board members. The Company's diversity policy targets and achievements:
  1. Female directors, at least 1/3 of all directors: Achieved
  2. Independent directors, at least 1/3 of all directors: Achieved
  3. At least four members under the age of 65: Achieved
  4. At least one of the independent directors has the law certified public accountant license, and financial expertise: Achieved

(4) Improve information transparency

The Company has established a comprehensive spokesman system to ensure timely disclosure of all material Information for the reference of shareholders and stakeholders on the financial position and operation of the Company. The Company's website is constantly updated to provide timely information of operations, financial standing and corporate governance to ensure that shareholders have access to the latest information.

(5) Liability insurance for directors and managers

In order to reduce the legal and financial burden of management team and lessen the possible damage to directors and the Company on excercising their duties, the Company has, since 2010, purchasesd liability insurance for directors and management team. The current insured amount is US$7 million, and the insurance expires in January 2026 and has been renewed and approved by the Board on March 6, 2026.

(6) The implementation status of the Board of Directors’ functionality

• To align with regulatory amendments and operational requirements, the Board of Directors resolved on March 7, 2025, to amend portions of the “Articles of Incorporation,” formally establishing the profit-sharing distribution ratio for entry-level employees.
• To enhance the Company’s sustainability performance and strengthen the overall risk management mechanism, the Board resolved on May 9, 2025, to expand the mandate and responsibilities of the original “Sustainability Development Committee,” officially renaming it the “Sustainability and Risk Management Committee.” On March 6, 2026, the 2025 Annual Risk Management Report was presented to the Board, detailing the auditing and identification of risk assessments across all departments, alongside the implementation of appropriate mitigation measures.
• In compliance with personal data protection regulations and to ensure the security and privacy of sensitive information—such as employees' basic personal and financial data—the Board resolved on May 9, 2025, to establish the “Personal Data Protection Policy.” To set long-term sustainability goals, the Board of Directors passed the Risk Management Policy and Procedure and Risk Management Best Practice Principles on March 22 and November 10, 2022, formulating the guidelines for the assessment of the risk of the environmental, social, and corporate governance issues that may affect the operation of the Company and relevant countermeasures.
• To reinforce the management and protection of R&D achievements and technological assets, the Board resolved on May 9, 2025, to formulate the“Intellectual Property Management Plan” and concurrently promote the implementation of an“Intellectual Property Management System.” This initiative will enhance the Company’s capabilities in identifying, protecting, and utilizing intellectual property, thereby strengthening market competitive advantages and risk control mechanisms. On March 6, 2026, a report on the 2025 intellectual property management execution was presented to the Board.
• To strengthen Board operations and functions, the Board resolved on August 8, 2025, to establish a “Nomination Committee” to regulate the selection procedures for directors and executives and to optimize the composition of the Board. On March 6, 2026, the Nomination Committee convened to nominate and review candidates for the upcoming term of the Board—including Independent Directors—and subsequently submitted the shortlist to the Board of Directors for approval.
• To enhance corporate value, the Board resolved on August 8, 2025, to amend portions of the “Corporate Governance Best Practice Principles,” formulate and disclose operational strategies and business plans, clarify specific measures to increase corporate value, and actively engage in communication with shareholders.
• The Company conducts business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement the ethical corporate management policy and actively prevent unethical conduct, in accordance with the “Ethical Corporate Management Best Practice Principles” and the operations of the Company and its group enterprises, the Board resolved on March 6, 2026, to establish the “Procedures for Ethical Management and Guidelines for Conduct.”
• To align with the Company’s current operational processes and practices, the Board resolved on March 6, 2026, to amend the“Whistleblowing Measures for Violations of Ethical Corporate Management,”the“Charter of the Remuneration Committee,”and the“Procedures for Election of Directors.”