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Corporate Governance

Audit Committee

Members

Title Name Gender Major Education Professional qualifications and experience

Convener
Independent Director

 Chia-Wen Liu Female Accounting Ph.D.,
National Taiwan University
  • Current position
    Professor, Department of Accounting, National Taiwan University
    Independent Director, Taipower Corporation
  • Experience
    Associate Dean, College of Management, National Taiwan University
    Chairperson, Department of Accounting, National Taiwan University
  • Professional Qualifications
    Ms. Liu specializes in auditing and financial accounting.  She is qualified as a professor-level professional technician and has the core abilities required by the Board of Directors, including financial analysis, operational management, crisis management, leadership, decision-making, sustainability management, and risk management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Committee Member
Independent Director

 Der-Ming Lieu Male Economics Ph.D.,
Ohio State University,
USA
  • Current position
    Adjunct Professor (Honorary Professor) of Department of Finance at National Sun Yat-sen University
    Independent Director of Laser Tek Taiwan Co., Ltd.
    Independent Director of CSBC Corporation, Taiwan
  • Experience
    Professor, Department of Financial Management, National Sun Yat-sen University
    Advisor, Securities and Futures Commission, Ministry of Finance
  • Professional Qualifications
    Mr. Lieu is specializing in international finance, investment, derivative financial products and financial engineering, corporate financial management, and risk measurement and control of investment portfolios.  He is qualified as a professor-level professional technician and has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Committee Member
Independent Director

 Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

 

Responsibility

The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of this Corporation.
2. The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
3. The effective implementation of the internal control system of this Corporation.
4. Compliance with relevant laws and regulations by this Corporation.
5. Management of the existing or potential risks of this Corporation.

Operations

The Audit Committee is composed of all Independent Directors. 
The term of the members of the 3rd Audit Committee is from May 30, 2023 to May 29, 2026 (the same term as the 25th board of directors of the company) 
In 2025, the audit committee held 4 meetings, and the average attendance rate of members was 100%.
By May 19, 2025, the 3rd Audit Committee has held 15 meetings, with an average actual attendance rate (excluding proxy attendance) of 100%.

 

Communication status between independent directors and accountants

Date Communication content Handling and implementation results
2025.01.07
Audit Committee		 Discussion and communication before the audit of the scope, methods, and key auditing matters of the 2024 financial report. No inconsistency of opinion.
2025.02.25
Audit Committee		 To communicate and discuss the results of the 2024 individual and consolidated financial report audit. No inconsistency of opinion.
2025.04.25
Audit Committee		 To communicate and discuss the results of the 2025 Quarter 1 individual and consolidated financial report audit. No inconsistency of opinion.

Communication between independent directors and internal auditors

Date Communication Handling and
Implementation Results		 The Company's Handling of the Audit Committee Review Opinions
2025.02.25
Audit Committee		 Audit Operations Execution Report for December 2024 to January 2025. All attending members have no comments; report to the board. Acknowledged by all of the Board of Directors.
Issuance of the "Statement of Internal Control" for the year 2024. All attending members have no objection and present the case to the board of directors for resolution. Approved by all of the Board of Directors.
2025.04.25
Audit Committee		 Audit Operations Execution Report for February to March 2025. All attending members have no comments; report to the board. Acknowledged by all of the Board of Directors.
2025.05.19
Audit Committee		 Audit Operations Execution Report for April 2025. All attending members have no comments; report to the board. Acknowledged by all of the Board of Directors.
Remuneration and Nomination Committee

The Remuneration Committee was renamed the Remuneration and Nomination Committee on May 30, 2023, which is composed of two independent directors and one university professor with a professional background, all equipped with 5 years of work experience and relevant qualifications, sufficient to maintain independence, professionalism, and impartiality.  It is mainly in charge of reviewing the selection of directors and senior executives, the remuneration policies, standards for performance appraisal and so on, as well as making suggestions to strengthen the selection mechanism of directors (independent directors) to build a diversified and professional board of directors. 

Members

Title Name Gender Major Education Professional qualifications and experience
Convener
Independent Director		 Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member
Independent Director		 Chia-Wen Liu Female Accounting Ph.D.,
National Taiwan University
  • Current position
    Professor, Department of Accounting, National Taiwan University
    Independent Director, Taipower Corporation
  • Experience
    Associate Dean, College of Management, National Taiwan University
    Chairperson, Department of Accounting, National Taiwan University
  • Professional Qualifications
    Ms. Liu specializes in auditing and financial accounting.  She is qualified as a professor-level professional technician and has the core abilities required by the Board of Directors, including financial analysis, operational management, crisis management, leadership, decision-making, sustainability management, and risk management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Chen-Ming Chu Male Ph.D. in Business from National Taiwan University
  • Current position
    Professor, Department of Applied Economics and Management, National Ilan University 
  • Experience
    Chairperson, Department of Business Administration, Chung Yuan Christian University
    Dean, College of Business, Chung Yuan Christian University
    Adjunct professor, Graduate Institute of Human Resource Management, National Central University
    Adjunct professor, NTU School of Professional Education and Continuing Studies
    Dean, College of Humanities and Management, National Ilan University
  • Professional Qualifications
    Mr. Chu specializes in business management, human resource management, organizational behavior, salary management, and performance management. 

 

Responsibility

  1. Periodically reviewing this Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the performance assessment and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
  3. Periodically assessing and setting the compensation of the directors and managerial officers of this Corporation.

Operations

  1. There are three members of the Remuneration and Nomination Committee of the Company.
  2. The term of office of the members of the 5th Remuneration and Nomination Committee is from the date of the Board of Directors' resolution approving this appointment on 19 June 2023 to 29 May 2026 (the same as the term of office of the 25th session of the Board of Directors of the Company).
  3. This Committee shall convene at least twice a year.  8 meetings were held up to February 18, 2025, with an average attendance rate of 100%.
  4. The operation of the Committee  is as follows:
     
Date and Time Content of motion Remuneration Committee Resolution result The Company's handling of the Remuneration Committee review opinions
2023.06.27
1st meeting of the 5th session		 To provide for the remuneration of the 25th session of the Board of Directors. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
To provide for the remuneration of the Members of Functional Committees. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Salary adjustment for the new plant manager of Taoyuan Plant. The entire committee adopted without objection. Implemented in accordance with the contents of the resolution.
2023.10.17
2nd meeting
of the 5th session		 Promotion for senior managers of the Company. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Remuneration review for company managers The entire committee adopted without objection. Implemented in accordance with the contents of the resolution.
2023.12.19
3rd meeting
of the 5th session		 The amendment to the "Rules for Performance Evaluation of Board of Directors". All attending committee members agreed to submit the proposal to the Board of Directors for resolution after revising some provisions. The Board of Directors agreed to proceed in  accordance with the suggestion of the Remuneration and Nomination Committee by resolution.
The percentage of directors' and employees' remuneration in 2023. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Review the performance evaluation standards for professional managers in 2023. The entire committee adopted without objection. Implemented in accordance with the contents of the resolution.
Year-end bonus distribution in 2023. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
2024.02.20
4th meeting
of the 5th session		 Review of the 2023 distribution of remunerations to employees and directors. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Review of the 2023 Board of Directors internal performance evaluation results. All attending committee members agreed to submit the proposal to the Board of Directors as presented. Acknowledged by the Board of Directors.
2024.04.23
5th meeting
of the 5th session		 Review of the Proposal to Promote Deputy Plant Manager Jung-Chien Tseng of Daye Plant to Plant Manager of Kaohsiung Plant, Concurrently Serving as Plant Manager of Daye Plant. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Review of the Proposal to Promote IT Department Manager Weng Sheng-Feng to Assistant Vice President of the Information Technology Division. The entire committee adopted without objection. Implemented in accordance with the contents of the resolution.
2024.05.14
6th meeting
of the 5th session		 Review of the Proposal for the Establishment of the "ESG Bonus Allocation Guidelines for Senior Executives". All attending committee members agreed to submit the proposal to the Board of Directors for resolution after revising some provisions. The Board of Directors agreed to proceed in  accordance with the suggestion of the Remuneration and Nomination Committee by resolution.
2024.12.17
7th meeting
of the 5th session		 The percentage of directors' and employees' remuneration in 2024. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
Review the performance evaluation standards for professional managers in 2024. The entire committee adopted without objection. Implemented in accordance with the contents of the resolution.
Year-end bonus distribution in 2024. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The Board of Directors resolved to approve the proposal as presented.
2025.02.18
8th meeting
of the 5th session		 Review of the 2024 distribution of remunerations to employees and directors. All members present agreed to approve the proposal and submit it to the board of directors for resolution.

The Board of Directors resolved to approve the proposal as presented.
Review of the 2024 Board of Directors internal performance evaluation results. All attending committee members agreed to submit the proposal to the Board of Directors as presented. Acknowledged by the Board of Directors.
Review of the proposal to define the scope of frontline employees. All members present agreed to approve the proposal and submit it to the board of directors for resolution.

The Board of Directors resolved to approve the proposal as presented.

 

Sustainable Development Committee

Members

Job position Name Gender Education Professional competence
Convener Henry C. T. Ho Male Department of Economics,  Harvard University
  • Current position
    Chairman of Tung Ho Steel Enterprise Corporation.
  • Experience
    Mr. Ho joined Tung Ho Steel Enterprise Corporation in 1997 and has served in the Finance and Accounting, Materials, and Sales and Production departments.  He assumed the position of President in 2009 and the position of Chairman of the Board of Directors in 2014.
  • Professional Qualifications
    Mr. Ho is deeply involved in the operation and planning of the Company's internal management, raw material procurement, sales services, and production technology. He is a key person in the Company’s planning for future development and corporate sustainability.  He has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members Der-Ming Lieu Male Ph.D. in Economics, The Ohio State University, USA
  • Current position
    Adjunct Professor (Honorary Professor) of Department of Finance at National Sun Yat-sen University
    Independent Director of Laser Tek Taiwan Co., Ltd.
    Independent Director of CSBC Corporation, Taiwan
  • Experience
    Professor, Department of Financial Management, National Sun Yat-sen University
    Advisor, Securities and Futures Commission, Ministry of Finance
  • Professional Qualifications
    Mr. Lieu is specializing in international finance, investment, derivative financial products and financial engineering, corporate financial management, and risk measurement and control of investment portfolios.  He is qualified as a professor-level professional technician and has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Responsibility

  1. Establishment, supervision, and review of systems and goals for environmental sustainability (climate change management, water resource management).
  2. Establishment, supervision, and review of policies, systems, or corporate social responsibility related management guidelines for sustainable development.
  3. Establishment, supervision, and review of relevant policies and management mechanisms for corporate governance, ethical operation, and risk management.
  4. Other matters instructed by the Board of Directors to be handled by this committee.

Operations

  1. The company's Sustainable Development Committee consists of three members.
  2. The term of the third-term members of the Sustainable Development Committee shall be from the date of approval by the Board of Directors on June 19, 2023 (corresponding to the 25th term of the company's Board of Directors) until May 29, 2026.
  3. The committee convenes at least twice a year. As of May 13, 2025, the 3rd Sustainability Development Committee had convened a total of five meetings, with a 100% actual attendance rate by committee members (excluding proxy attendance).

Supervision status

Date and Time Term Summary Date of reporting to the Board of Directors
2024.12.09 The 3rd Meeting of the 3rd Session
  • The promotion of corporate governance:
  1. Develop intellectual property management plans that are linked to operational objectives
  2. Program to prevent dishonest behavior and insidertrading
  3. Risk management
  4. Information security management
  5. Environmental sustainability
  • Report on the inventory and schedule planning of greenhouse gas
  • Work Plan for Disclosure of Sustainability Reporting Information
  1. 2025 Report Preparation Plan ( Tung Ho Steel Sustainability & Climate Related Financial Disclosure （IFRS S1 & S2） Report 2025 )
  2. IFRS Sustainability Disclosure Standards Alignment Plan and Risk and Opportunity Identification Results
 2024.12.24
13th meeting of the 25th board of directors
2025.04.07 The 4th Meeting of the 3rd Session
  • Report on the newly added indicators for the 2025 Corporate Governance Evaluation
  • In response to global trends and Taiwan’s 2050 net-zero emissions goal, the group has set the following interim targets for 2035:
  1. 30% Carbon Reduction: A 30% reduction in total carbon emissions by 2035 compared to 2021 levels.
  2. RE30: 30% of total electricity consumption to come from renewable energy sources by 2035.
  • Work Plan for Disclosure of Sustainability Reporting Information
  1. Stakeholder communication activities
  2. Explanation regarding the publication of the 2024 Sustainability Report
  • Establishment of the "Australia Modern Slavery Act Statement"
 2025.04.25
15th meeting of the 25th board of directors
 
2025.05.13 The 5th Meeting of the 3rd Session
  • Corporate governance and execution and review report
  • Report on the inventory and schedule planning of greenhouse gas
  • Report on the performance of environmental sustainability team
  • Formulation of Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans
  1. 2024 Greenhouse Gas Emissions and Reduction Information
  2. Greenhouse gas management strategies, reduction targets and plans
  • Publication of the Tung Ho Steel Sustainability & Climate Related Financial Disclosure (IFRS S1 & S2) Report 2025
 2025.05.20
16th meeting of the 25th board of directors

 

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