Corporate Governance

BenQ Materials has established its corporate governance structure and implementation practices in accordance with the ROC Company Law, the Securities and Exchange Act, and other relevant laws and regulations. Under the Board of Directors, there is currently an Audit Committee and a Compensation Committee, both of which are composed of all independent directors. All directors, including independent directors, are elected by shareholder vote.

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Board of Directors

BenQ Materials establishes its corporate governance structure and practices according to the Company Law of the Republic of China, the Securities and Exchange Act, and other relevant laws. Under the Board of Directors, the corporate governance organization currently includes the Audit Committee and the Remuneration Committee, both of which are composed of all independent directors, and all directors (including independent directors) are elected by shareholder votes.

The Board of Directors of BenQ Materials is the highest governing body responsible for guiding company strategy, supervising management, overseeing various governance operations and arrangements, and being accountable to the company and shareholders' meeting. According to Article 26-3, Paragraph 8 of the Securities and Exchange Act, BenQ Materials has established the "Board of Directors Meeting Rules," and related matters are handled in accordance with these rules. The Board meets at least four times a year. In 2023, the Board of Directors of BenQ Materials held four meetings.

Board of Directors Performance Evaluation

On May 6, 2019, the Board approved the "Board Performance Evaluation Method," stipulating that the Board should conduct an annual self-evaluation of the Board and its members. Additionally, an external evaluation is conducted every three years. BenQ Materials completed the Board self-evaluation at the end of 2023, and the evaluation results were presented to the Board in February 2024. The average self-evaluation score for directors was 98.9 points, with an average attendance rate of 100% for Board meetings in 2023, indicating good overall operation.

Governance Executive Compensation Strategy

The foundation of BenQ Materials' compensation strategy is to incentivize the management team to create long-term shareholder value while also attracting, retaining, and developing top talent. The total remuneration and benefits of senior executives are designed in accordance with the compensation policies established by the Compensation Committee and are discussed and approved during committee meetings.

The base salary for senior executives is determined by referencing annual market survey reports and is based on the company’s overall business performance, individual achievements, and contributions. Additionally, to ensure the effective implementation of sustainability-related initiatives, sustainability project performance is incorporated into the annual performance evaluation criteria according to the responsibilities of each executive.

Key performance indicators (KPIs) related to environmental and green product dimensions—including carbon reduction, social impact, green products, and corporate governance—are integrated into the annual performance targets. At least 20% of the total performance evaluation weight is allocated to these four dimensions, depending on managerial responsibilities.

The final performance assessment is conducted by the Compensation Committee, which evaluates the overall performance results and submits the final incentive compensation proposal to the Board of Directors for approval.

BenQ Materials Co., Ltd. has established internal guidelines in accordance with Article 10 of the Corporate Governance Principles to safeguard shareholder rights and ensure equal treatment of shareholders. These guidelines aim to prevent insider trading within the company. The company has formulated the "Operating Procedures for Handling Material Information and Preventing Insider Trading" which stipulate that directors, executives, and employees must exercise their duties with the care of a good manager and act in good faith, following the principles of honesty and integrity in conducting business. They are also required to sign confidentiality agreements. Furthermore, these individuals are prohibited from disclosing material information to others and from seeking or collecting material information unrelated to their duties.

• For more information on the operation and implementation of dedicated (or part-time) positions to promote corporate governance, corporate social responsibility, and business integrity, please visit the Investor Relations section.
• For more information related to shareholders, please visit the Shareholders' section.
• For details on company finances and annual reports, please refer to the Financial Information section.