Corporation Governance and operation Performance

Governance
and
Operational
Performance

Corporation Governance

The board of directors is the highest governance unit of the company.CGPC strictly requires employees, supervisors at all levels and members of the board to abide by laws and regulations, and act in accordance with the law as the operating principle. In terms of regulatory compliance, we follow changes in relevant domestic and foreign laws and regulations that affect the Company's operations and hold training courses related to laws and regulations from time to time. We also actively participate in the dissemination of information on laws and regulations, ethical management and corporate social responsibility courses and seminars organized by the competent authority (Please refer to human right policy and management plan). To achieve the goal of sustainable development, we will require all units to establish a risk reporting system in the future. Through systematic management and cooperation of the management team, we will comprehensively prevent any potential legal risks, and face the increasingly strict legal regulations in a positive and responsible manner.

Sustainable Management Policy

CGPC’s corporate social responsibility (CSR) is based on sustainability, business strategy, and corporate culture. We also take into account the concerns of stakeholders in our decision-making. We are committed to promoting our corporate sustainability strategy from all aspects, including climate change management, corporate governance, environmental protection, supply chain management, employee care, and social participation.

Introduction of Audit committee, Remuneration committee and ESG Committee

Name
Experience
Audit Committee
Remuneration committee
ESG Committee

LI,ZU-DE Independent Director
Director of Taipei Medical University.

Director of Swissray Global Healthcare Holding Ltd.

Serve as a member of remuneration committee and Convenor of audit committee.

B.S. in Dentistry, Taipei Medical College.
Convenor
Member

Hsu, Chen-I Independent Director
Swiss Business School MBA

Chairmen of TTFB COMPANY LIMITED.

Serve as member of audit committee and sustainable development committee.
Member
Convenor
Member

Chang, Chen-Ming Independent Director
Department of Design, Hong Kong Polytechnic University

Director of Central News Agency

Serve as member of audit committee and sustainable development committee.
Member
Member

Wang, Ding-Chang Independent Director
PhD, Institute of Materials Science and Engineering, National Taiwan University

CEO of RiTek Technology and RiTdisplay Co., Ltd.

Serve as member of audit committee, remuneration committee and sustainable development committee.
Member
Member
Committee Chairperson

WU,YI-GUI Chairman
Chairman and CEO of CGPC.

Chairman and CEO of USI group (including USI, APC, TTC and ACME etc.)
Member

HU, CHI-HONG General Manger
Department of Business Administration, Fu Jen Catholic University

General Manger of CGPC

General Manger of CGPCP
Member

Note: The statistics in this table are as of June 30, 2025.

Sustainable Performance and implementation status

The ESG Committee conducts at least 2 meetings a year and report the management of plan, goal and implementation status with three aspect of “Corporate Governance, Environmental and society” to the board of director. The board of director is responsible for supervising, auditing the progress and providing strategic guidance.

Name of committee
Duties/ Functions
Operation and communication status

Audit Committee
Establishment and revision of the internal control systems and supervision of operations.

Establishment and revision of the control procedures of activities for major financial or business and the supervision of the operation.

The hiring (and dismissal), independence and supervision of CPAs.

The appointment and dismissal of chief financial, accounting, and internal auditor.

Fair presentation and supervision of the financial reports.

In order to fully exercise their duties and gain a better understanding of the company’s financial reports and financial and business conditions, independent directors engage in separate communication with the auditors and internal audit manager at least once a year, without the presence of other directors or management personnel.

Communication between Independent Directors and Accountants/Internal Audit Manager:

Date: November 4, 2024 The Audit Committee 10th meeting of the 3rd Term	Attendees： Independent Director : Tsu-Te Li, Ying-Pin Cheng, Zhen-Ming Chang, CPA : Zheng-Jun Qiu Audit Officer : Kang-Nian Chiang.
Separate communication matters:
Accountants	Internal audit supervisor
1. Review implementation and conclusion of the 2024 Q3 consolidated financial statements. 2. 2024 annual financial report audit plan and key audit matters. 3. Introduction to IFRS S1 and S2 on Sustainability Disclosure. 4. Overview of Auditing Standard No. 600 “Special Considerations in Audits of Group Financial Statements”. 5. Overview of the Carbon Fee Implementation Timeline. Results of communication: No opinions	1. Implementation status of audit and the results. 2. 2025 audit plan. 3. Schedule of 2024 internal control self-evaluation.

The project secretary of the Audit Committee will report on the operational status of risk management for the year.

For detailed information, please refer to the official website - Audit Committee, Audit Committee’s Organizational Regulations.

Remuneration Committee
Prescribe and review the performance evaluation and remuneration policy, system, standards, and structure for directors and managerial officers.

Periodically evaluate and prescribe the remuneration of directors and managerial Officers.

Salary and Remuneration: Director compensation comprises remuneration, director fees, and business execution expenses. Senior executive compensation includes monthly salary, fixed bonus, year-end bonus, employee remuneration, annual special bonus, retirement benefits and welfare benefits as required by law. The remuneration for directors and employees is governed by the provisions of Article 33 of the company's bylaws.(GRI 2-19)

Total Remuneration Ratio for 2024: 5.25: 1, Total Remuneration Variation Rate: -41.20%. (GRI 2-21) (GRI 2-21)

Performance evaluation:

(1)

The performance evaluation of directors covers multiple dimensions, including their understanding of the Company’s goals and missions, awareness of responsibilities, level of participation in Company operations, management of internal relationships and communication, professional competence and continuing education, and internal control. In addition, separate performance evaluations are conducted for the Sustainable Development Committee.

(2)

The performance evaluation of senior executives covers financial aspects (operating revenue, operating profit, and pre-tax net income), customer aspects (customer satisfaction, service quality, key market development...), product aspects (brand management, quality innovation...), talent aspects (talent cultivation, potential development...), safety aspects (zero pollution, zero emissions, zero occupational hazards, zero incidents, zero failures), and project aspects (digital transformation, energy conservation and carbon reduction, circular economy, net-zero emissions...), among others.

(3)

For sustainability performance-linked indicators, the President is required to allocate a weighting of at least 20%, including no less than 5% for climate-related items. Other senior executives are required to allocate no less than 5% to relevant sustainability performance indicators.

Participants	Performance Indicators	Implementation Method (weighting)
President	Financial Performance (50%)	-
	Market and Customers (12%)	-
	Sustainable development performance (38%)	Talent Development Program (7%) Energy Conservation and Carbon Reduction Performance (7%) Green Product Development (7%) Smart Manufacturing Plan (7%) Occupational Safety and Health (10%)
Senior Executives	Sustainable development performance (10%)	Talent Development Program (5%) Green Product Development/Energy Conservation and Carbon Reduction (5%)

Note 1:

Total Remuneration Ratio: Annual total remuneration of the highest-paid individual in the organization divided by the median annual total remuneration of all employees (excluding the highest-paid individual).

Note 2:

Total Remuneration Change Ratio: Percentage increase in the annual total remuneration of the highest-paid individual in the organization divided by the percentage increase in the median annual total remuneration of all employees (excluding the highest-paid individual).

For detailed information, please refer to the official website-Remuneration Committee、 Remuneration Committee’s Organizational Regulations、 annual report.

ESG Committee
Formulate a sustainable development policy

Supervise the implementation of strategic planning of sustainable development, annual plan and project plans and evaluate the status of implementation.

Review the ESG Report.

Report the annual implementation results of sustainable development to the board every year.
The third term of office is from June 2, 2022 to May 29, 2025 and the 5 committee members include Chairperson Yi-Gui Wu, President Chi-Hung Hu, independent directors Ying-Pin Cheng, Cheng-Yi Hsu and Zhen-Ming Chang.

The ESG Committee convened three Board meetings in 2024, and the attendance of all committee members in person reached 100%.

Report 2024 sustainable development progress and annual sustainability plan to the Board of Directors.

For detailed information, please refer to the CGPC’s ESG Area,ESG Committee’s Organizational Regulations.

Operating Performance

2022
2023
2024

Unit: Million TWD

Operating revenue
(consolidated)
17,637
13,707
11,087

Operating cost
(consolidated)
18,622
13,247
11,929

Total Assets
(consolidated)
16,684
17,750
18,075

Pre-Tax Income
(consolidated)
-517
467
-920

Salary and benefits
(consolidated)
1,113
1,230
1,060

Dividend_entities
174
203
87

Income Tax
(consolidated)
-179
73
-169