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, attract, retain, and cultivate outstanding talent. The overall remuneration and benefits of senior management are designed according to the compensation policies established by the Remuneration Committee and are regularly discussed and approved by the committee.

The salaries of senior management are determined based on annual market survey reports and the company's overall operational performance, personal performance, and contributions. To implement the company's sustainablerelated plans, the effectiveness of sustainability project execution is included in the annual performance goals within the responsibilities of each manager, with a minimum weight of 5%. The overall performance scores are comprehensively evaluated by the Remuneration Committee, and the final remuneration is reviewed and approved by the Board.

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.