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.

   

Board of Directors

 

BenQ Materials has established its corporate governance framework and implementation practices in accordance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations of the Republic of China (Taiwan). The corporate governance structure established under the Board of Directors includes the Audit Committee, the Remuneration Committee, and the Sustainability Committee. The Audit and Remuneration Committees are composed entirely of Independent Directors, while the Sustainability Committee includes two non-Independent Directors. Alldirectors, including independent directors, are elected by shareholder vote. 

The Board of Directors is the highest governance body of BenQ Materials. Its duties include: supervising the Company's strategy, monitoring the management and the operation and arrangement of the corporate governance system. It is also responsible for the Company and the shareholders, and shall exercise its powers in accordance with the law, the Company regulations, or the resolutions of the shareholders' meetings. In accordance with Article 26-3, Paragraph 8 of the Securities and Exchange Act, BenQ Materials has adopted the "Rules of Procedure for Board Meetings," and all related matters are conducted accordingly. The Board shall convene at least four times a year. In 2025, the Board held four meetings. For details, please refer to page 12 of the BenQ Materials Annual Report: "Corporate Governance Operations."
 

Composition and Nomination Process

According to the Articles of Incorporation of BenQ Materials, the election of directors (including independent directors) follows a candidate nomination system, conducted in accordance
with the Company Act, the Securities and Exchange Act, and other relevant regulations. Additionally, Article 20 of the Corporate Governance Best Practice Principles stipulates that the composition of the Board of Directors shall consider diversity. Except for directors concurrently serving as managerial officers, who shall not comprise more than one-third of the board seats, appropriate diversity policies should be established based on actual operational needs and business development. As of 2025, the Board of Directors consists of nine members, including four independent directors. All members possess over five years of relevant experience in fields such as business, law, finance, accounting, or other areas related to the Company's operations.

The Chairman of BenQ Materials served as the chair of the highest governance body and also as Chief Executive Officer. The primary reason for holding a concurrent senior management position was to improve operating efficiency and decision-making and execution capability and to strengthen the independence of the Board of Directors. The Company had actively trained suitable candidates internally. In addition, the Chairman also maintained close and full communication with all Directors regarding the Company’s recent operating conditions and planned directions to implement corporate governance.
 

 

Board Diversity

All current board members are nationals of the Republic of China (Taiwan), reflecting the Company's primary operational locations and market focus in the Asia region. While there are no foreign directors at present, several members possess extensive experience in multinational corporate management and international market operations, enabling the Board to effectively address global business needs. To further implement the Board Diversity Policy, the Company plans to appoint one female director in 2025, with the goal of enhancing board competence and strengthening its oversight function.

 

Board Diversity Objectives
 

In accordance with the ''Corporate Governance Best-Practice Principles,'' the Company has established a board diversity policy. The composition of the board considers the Company's actual operations, business model, and development needs, and adopts a diversity approach that includes gender, age, cultural background, and professional experience.

As of today, the Board comprises nine members (including four independent directors), with more than half possessing expertise in business management and relevant industry knowledge. Among the independent directors, Louis Y.Y. Lu, Kung Wang, and Chun-Lin Liu have extensive academic and research backgrounds, while independent director Frank Yeh is the Vice Chairman of WPG Holdings, bringing significant experience in corporate leadership and strategic decisionmaking. For other important positions held by members of the governance body, please refer to p.3 of the Annual Report.

The percentage of board members who are also employees is 22%, and independent directors account for 44%. In terms of age distribution, three directors are aged between 50 and 60, three between 61 and 70, and three are over 71. The Company has set specific targets for board diversity, as detailed in the following table:

ESG Training for the Board of Directors
 

BenQ Materials provides regular ESG-related training to members of the Board of Directors to strengthen their understanding of key sustainability topics and enhance their oversight capabilities. In 2025, training sessions covered areas such as sustainable supply chain management, carbon reduction strategies, business ethics, information security, and corporate
governance. For details, please refer to the 2025 BenQ Materials Annual Report (p.29).

Board of Directors Performance Evaluation

 

On May 6, 2019, the Board of Directors approved the ''Board Performance Evaluation Policy,'' which requires the Company to conduct an annual selfassessment of the Board and its members, and an external evaluation at least once every three years. The most recent self-assessment was completed at the end of 2025, and the results were reported to the Board in
February 2026. The average self-assessment score of directors reached 96.7 points, and the Board achieved a 93% attendance rate in 2025, indicating sound operational performance.

Additionally, in October 2024, the Company engaged the Taiwan Corporate Governance Association to conduct an external evaluation, covering the period from October 2023 to September 2024. This evaluation comprehensively reviewed the Board's operational effectiveness, focusing on five key dimensions: Board of Directors composition and division of responsibilities, guidance and oversight, delegation of authority and risk management, communication and collaboration, and self-discipline and continuous improvement. The goal was to ensure the Board of Directors continuously enhances governance quality and operational efficiency. The next external evaluation is scheduled for the second half of 2027. For details, please refer to the BenQ Materials Annual Report (p.13).

 

Executive Remuneration Strategy

 

Incentivizing the management team to create long-term shareholder value and attracting, retaining, and cultivating outstanding talent form the basis of BenQ Materials’ compensation strategy. The overall compensation and benefits approval process for senior management follows the compensation policy design established by the Remuneration Committee, and is regularly discussed and approved by the Remuneration Committee before being submitted to the Board of Directors for approval. With regard to the compensation of executive management, the Company collaborates with external compensation consulting firms, benchmarks against annual market survey reports and determined based on the Company's overall operational performance, individual performance, and contributions. To promote the implementation of corporate sustainability initiatives, the performance outcomes of sustainability-related projects—within each executive's scope of responsibility—are integrated into their annual performance goals. These sustainability-related targets span environmental impact reduction, social responsibility, green product development, and corporate governance. At least 20% of each executive's performance evaluation is weighted toward these four ESG dimensions, based on their managerial responsibilities. Final performance evaluations are comprehensively reviewed by the Remuneration Committee and submitted to the Board of Directors for approval prior to determining annual bonuses or incentive payouts.

Furthermore, the Company has established a clawback mechanism for senior management. In the event of punishment due to violations of integrity or laws and regulations, performance bonuses payable will be revoked and stock-related rights and interests will be clawed back. With regard to retirement benefits, senior management receives the same pension contributions as all other employees, in accordance with applicable laws, regulations and internal policies, ensuring retirement security for all staff.

Note: Signing bonuses and severance payment systems for Board members and senior executives will be planned in the future. 
 

Executive Shareholding Status

 

Ratio of Highest Organizational Pay to Employee Pay
 

Ratio of the highest-paid individual in the organization to the average employee compensation in 2025 Note 1	Ratio of the highest-paid individual in the organization to the median employee compensation in 2025 Note 2	Percentage increase in the ratio of the highest-paid individual in the organization to the median employee compensation Note 3
10.43	13.37	-6.98 Note4

Note 1 : Annual total compensation ratio = Total annual compensation of the highest-paid individual in the organization / Average annual total compensation of all employees, excluding the highest-paid individual.
Note 2: Total compensation of the highest-paid individual in the organization / Median annual income of full-time non-supervisory employees.
Note 3: Increase ratio of total compensation of the highest-paid individual in the organization / Increase ratio of the median compensation of all employees, excluding the highest-paid individual.
Note 4: The total compensation of the highest-paid individual in the organization was lower than the previous year, while the median employee compensation increased; therefore, the figure is negative
 

Legal and Regulatory Compliance

BenQ Materials has established a dedicated Legal Department and implemented a contract review system that requires all external contracts and trademark application documents from each department to be reviewed by legal personnel. Given the Company's involvement in the production and sale of medical devices, a Medical Regulatory Affairs Division has also been established to ensure compliance with domestic and international medical device regulations and standards related to manufacturing, labeling, and marketing. Other relevant regulations are monitored regularly by responsible departments—such as Environmental Health and Safety (EHS), Plant Operations, Quality Assurance, Human Resources, and Finance— who track government announcements. When regulatory updates or new laws are issued, the responsible unit coordinates the dissemination of related notices
throughout the Company.

From 2022 to 2025, the Company was not subject to any environmental or ecological administrative fines exceeding NT$300,000 (approximately USD 10,000) per case. In addition, in 2025, BenQ Materials also did not experience any major violations related to social or governance aspects, including but not limited to: labor disputes, human rights violations, major workplace safety incidents, fraud, financial misstatements, violations of related party transaction rules, issues concerning product information and labeling, marketing communication incidents, or other breaches of corporate governance principles or legal requirements. Relevant information is disclosed in the Company's 2025 Annual Report (p.40).
 

 

『Corporate Governance Principles』		PDF.
『Operating Procedures for Handling Material Information and Preventing Insider Trading』		PDF.
『Sustainable Development Practice Guidelines』		PDF.

 

• 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.

 

Contributions & Other Spending

BenQ Materials did not make any political contributions, payments to political organizations or candidates, direct lobbying expenditures, or expenditures related to ballot measures or referendums in 2025.

For enhanced transparency and alignment with the S&P Global Corporate Sustainability Assessment (CSA) reporting definition, the Company additionally reports ordinary membership fees paid to industry and trade associations. In 2025, BenQ Materials Corporation paid a total of NT$262,000 in such membership fees. These payments were ordinary association membership fees and did not constitute political contributions or direct lobbying expenditures.

The disclosed data currently covers BenQ Materials Corporation, representing approximately 81.3% of the Group’s consolidated revenue. Subsidiaries are not included in this disclosure.
 

Expenditure category	2022	2023	2024	2025
Lobbying / interest representation	0	0	0	0
Political campaigns / organizations / candidates	0	0	0	0
Trade / industry association membership fees	0	150K	150K	262K
Other	0	0	0	0
Total	0	150K	150K	262K

 

Organization	Amount
Taiwan Panel & Solution Association (TPSA)	NT$100,000
Taiwan Climate Partnership (TCP)	NT$50,000
Taiwan Silk & Filament Weaving Industrial Association	NT$40,000
Science Park Industrial Association	NT$36,000
Taiwan Electronic Equipment Industry Association (TEEIA)	NT$36,000
Total	NT$262,000