Corporation Governance and Operating 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
Vice Chairperson

Note: The statistics in this table are as of December 31, 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, 2025 The Audit Committee 2nd Meeting of the 4th Term	Attendees： Independent Director : LI, ZU-DE, Hsu, Chen-I, Chang, Chen-Ming (via video conference),Wang, Ding-Chang CPA : Chang, Cheng-Hsiu, Liu, Yi-Ching Head of Internal Audit：Chiang, Kang-Nien
Separate communication matters:
Accountants	Internal audit supervisor
1. Review execution and conclusion of the Q3 2025 consolidated financial statements. 2. Financial statement audit planning and Key Audit Matters (KAMs) for 2025.Communication Result: No objections / No adverse opinions.	1. Internal audit execution report. 2. Amendments to the internal control system. 3. 2026 annual audit plan. 4. Timeline for the 2025 annual internal control self-assessment.

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.

Remuneration Policies (GRI 2-19):Director remuneration includes base compensation, director remuneration/profit-sharing, and business execution expenses. Senior executive compensation includes monthly base salary, fixed bonuses, year-end bonuses, employee remuneration/profit-sharing, annual special bonuses, statutory pension contributions, and employee welfare benefits. Among these, director and employee remuneration are distributed in accordance with Article 25 of the Company’s Articles of Incorporation.

2025 Annual Total Compensation Ratio: 4.67 : 1; Percentage Change Ratio in Annual Total Compensation: -651.97%. (GRI 2-21)

Performance evaluation:

(1)

The performance evaluation of directors covers alignment with company goals and missions, role awareness, level of participation in company operations, management of internal relations and communication, professional development and continuous education, and internal controls. Additionally, dedicated performance evaluations are conducted for the Sustainability Committee.

(2)

The performance evaluations for senior management covers financial aspects (operating revenue, operating profit, and net profit before tax), customer aspects (customer satisfaction, service quality, key market development, etc.), product aspects (brand management, quality innovation, etc.), talent aspects (talent cultivation, potential development, etc.), safety aspects (zero pollution, zero discharge, zero occupational accidents, zero incidents, and zero break downs.), and project aspects (low-carbon transition, digital transformation, energy conservation and carbon reduction, circular economy, and net-zero emissions.)

(3)

For sustainability performance-linked indicators, the President is required to allocate a weighting of at least 40%, including no less than 15% for climate-related items. Other senior executives are required to allocate no less than 10% to relevant sustainability performance indicators.

Participants	Performance Indicators	Implementation Method (weighting)
President	Financial Performance (35%)	-
	Market and Customers (20%)	-
	Sustainable development performance (45%)	Talent Development Program (10%) Energy Conservation and Carbon Reduction Performance (10%) Green Product Development (15%) Occupational Safety and Health (10%)
Senior Executives	Sustainable development performance (20%)	Talent Development Program (5%) 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).

Note 3：

Please refer to CH 3.1.7, Remuneration Committee.

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 term of office for the 4th Committee spans from June 2, 2025 to May 26, 2028. The Committee currently consists of 5 members: Mr. WU,YI-GUI (Chairman of the Board), Mr. HU, CHI-HONG (President), Mr. Wang, Ding-Chang (Independent Director and Committee Chairman), Mr. Hsu, Chen-I (Independent Director), and Ms. Chang, Chen-Ming (Independent Director).

The Sustainability Committee convened a total of 2 meetings in 2025, with a 100% in-person attendance rate across all members.

Key reports submitted to the Board of Directors included the 2024 Sustainability Execution Results and the 2025 Work Plan.

Key Summary of 2024 Sustainability Performance and 2025 Work Plan:The highlights presented to the Sustainability Committee and the Board of Directors are as follows：

(1)

2024 Sustainability Report Execution and Planning: Reported on the execution progress and planning for the 2024 Sustainability Report, covering stakeholder-material topics, communication channels and engagement mechanisms, and the results of the materiality assessment.

(2)

2024 Performance and 2025 Work Plan Directions: Detailed the 2024 sustainability execution results and key directions for the 2025 work plan, including energy conservation and carbon reduction initiatives, the publication of the standalone TCFD report, and participation in relevant sustainability events.

(3)

2024 Greenhouse Gas (GHG) Assurance: Successfully completed the 2024 GHG inventory assurance engagement, including all consolidated subsidiaries.

(4)

2024 Sustainability Report Publication: Completed the compilation of the 2024 Sustainability Report, submitted for discussion, and approved for official regulatory filing.

(5)

2025 Group-wide Compliance & Framework Adoption: Assisted the Group in implementing sustainability-related internal control procedures and adopting the IFRS Sustainability Disclosure Standards.

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

Note 1：

Data in this table is cumulative as of December 31, 2025.

Note 2：

Mr. Hu, Chi-Hong, Executive Vice President of CGPC, assumed the positions of President of CGPC and Vice Chairperson of the Sustainability Committee effective April 1, 2024.

Note 3：

On June 2, 2025, the Board of Directors approved the appointment of three independent directors: Mr. Wang, Ding-Chang, Mr. Hsu, Chen-I, and Ms. Chang, Chen-Ming as members of the Company’s 4th Sustainability Committee.

Note 4：

The 4th Sustainability Committee consists of five directors: Wang, Ding-Chang (Independent Director / Convener & Committee Chairman), Hu, Chi-Hong (Director / Vice Chairperson), Wu, Yi-Gui (Chairman of the Board / Committee Member), Hsu, Chen-I (Independent Director / Committee Member), and Chang, Chen-Ming (Independent Director / Committee Member). Their term of office spans from June 2, 2025 to May 26, 2028.

Operating Performance

2023
2024
2025

Unit: Million TWD

Operating revenue
(consolidated)
13,707
11,087
9,221

Operating cost
(consolidated)
13,247
11,929
10,481

Total Assets
(consolidated)
17,750
18,075
17,427

Pre-Tax Income
(consolidated)
467
-920
-1,327

Salary and benefits
(consolidated)
1,130
1,060
997

Dividend_entities
203
87
58

Income Tax
(consolidated)
73
-169
-345