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)
The Audit Committee convened 2 meetings in 2025, and the average attendance rate in-person of committee members is 100%.
The 3rd Audit Committee convened 13 meetings by February 25, 2025. The average attendance rate in-person of committee members is 100%.

Communication status between independent directors and accountants

Prior to the annual review of the financial statements, the independent directors and the certified public accountants will discuss and communicate the scope and manner of the review, and the key audit issues.
The certified public accountant communicates with the independent directors at the audit committee meetings on a quarterly basis regarding the review results or financial statement audits of the Company and its subsidiaries, and has reached consensus on relevant matters through adequate and excellent communication.
The accountant will explain and communicate with the independent directors on an irregular basis regarding the update of relevant regulations and whether the amendment of laws and regulations affects the way of accounting.
Summary of communication:

Date	Communication content	Handling and implementation results
2024.01.09 Audit Committee	Pre-audit discussion and communication regarding the scope of audit, audit approach, and key audit issues for the 2023 financial report.	No inconsistency of opinion.
2024.02.26 Audit Committee	To communicate and discuss the results of the 2023 individual and consolidated financial report audit.	No inconsistency of opinion.
2024.04.30 Audit Committee	To communicate and discuss the results of the 2024 Quarter 1 individual and consolidated financial report audit.	No inconsistency of opinion.
2024.07.30 Audit Committee	To communicate and discuss the results of the 2024 Quarter 2 individual and consolidated financial report audit.	No inconsistency of opinion.
2024.10.29 Separate Communication Symposium (Before the Audit Committee Meeting)	Separately communicating on the review process and related matters of the consolidated financial report.	Consensus has been reached on all relevant matters through enough communication with good communication situation.
2024.10.29 Audit Committee	To communicate and discuss the results of the 2024 Quarter 3 individual and consolidated financial report audit.	No inconsistency of opinion.
2025.01.07 Audit Committee	Pre-audit discussion and communication regarding the scope of audit, audit approach, and key audit issues for 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.

Communication between independent directors and internal auditors

The Company's head of internal audit sends monthly audit reports and tracking report related information to the independent directors for review, who will provide guidance to the internal audit unit through this communication mechanism.
The head of internal audit attends and presents business reports at the board of directors and audit committee meetings.
Summary of communication:

Date	Communication	Handling and implementation results	The Company's handling of the audit committee review opinions
2024.02.26 Audit Committee	Audit Operations Execution Report for December 2023 to January 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.02.26 Audit Committee	Issuance of the "Statement of Internal Control" for the year 2023.	All independent directors did not express opinions. This resolution is submitted to the Board of Directors for adoption.	Approved by all of the Board of Directors.
2024.04.30 Audit Committee	Audit Operations Execution Report for February to March 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.05.24 Audit Committee	Audit Operations Execution Report for April 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.07.30 Audit Committee	Audit Operations Execution Report for May to June 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.08.22 Audit Committee	Audit Operations Execution Report for July 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.10.29 Audit Committee	Audit Operations Execution Report for August to September 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.10.29 Audit Committee	Amendments to the Internal Control System and Guidelines for the Implementation of Internal Audits.	Upon discussion, it was agreed to amend some articles and submit them to the Board of Directors for resolution.	The Board of Directors agreed to proceed in accordance with the suggestion of the Audit Committee by resolution.
2024.10.29 Separate Communication Symposium (After the board meeting)	The Audit Supervisor communicated separately with the independent directors on the formulation of the 2025 Annual Audit Plan and related matters.	Independent Directors Provided Guidance on the Formulation of the Annual Audit Plan for the Audit Office's Reference.	The Audit Office will draft the 2025 Audit Plan based on the guidance and recommendations of the Independent Directors and submit it to the Board of Directors for discussion.
2024.12.24 Audit Committee	Audit Operations Execution Report for October to November 2024.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2024.12.24 Internal Control Seminar (After the board meeting)	The Audit Office held a discussion on internal control system review with directors (including independent directors) after the board meeting. The contents of the discussion were as follows: 1. Auditing Office's work report. 2. Report on annual audit performance. 3. Report on deficiencies found during the audit and improvement implementation. 4. Endorsements/guarantees, loan of funds and circumstances.	Attending Independent Directors Communicated with the Audit Office on Relevant Issues and Provided Guidance.	Attending Directors Communicated with the Audit Office on Relevant Issues and Provided Guidance.
2025.02.25 Audit Committee	Audit Operations Execution Report for December 2024 to January 2025.	All members present had no comments to make and noted.	Acknowledged by all of the Board of Directors.
2025.02.25 Audit Committee	Issuance of the "Statement of Internal Control" for the year 2024.	All independent directors did not express opinions. This resolution is submitted to the Board of Directors for adoption.	Approved 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

Periodically reviewing this Charter and making recommendations for amendments.
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.
Periodically assessing and setting the compensation of the directors and managerial officers of this Corporation.

Operations

There are three members of the Remuneration and Nomination Committee of the Company.
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).
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%.
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.
2023.10.17 2nd meeting of the 5th session	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.
2024.02.20 4th meeting of the 5th session	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.
2024.04.23 5th meeting of the 5th session	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

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

Operations

The company's Sustainable Development Committee consists of three members.
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.
The committee convenes at least twice a year. As of April 7, 2025, the 3rd Sustainability Development Committee has held a total of four meetings, with an actual attendance rate of 100% (excluding proxy attendance).

Supervision status

Date and Time	Term	Summary	Date of reporting to the Board of Directors
2024.05.09	The 2nd 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 Establishment of Climate Change Management Strategies, Reduction Targets, and Plans Information on inventory and reduction of greenhouse gas in 2023 Greenhouse gas management strategies, reduction targets and plans Water Management Strategies and Reduction Targets Establishment of Executive Compensation and ESG Performance Linkage Indicators and Targets Issuance of the 2024 Task Force on Climate-related Financial Disclosures (TCFD) Report Issuance of the 2023 Sustainability Report and Stakeholder Communication Communication with Stakeholders Explanation of the Issuance of the 2023 Sustainability Report Amendment of the "Operational Procedures and Behavioral Guidelines for Ethical Management"	2024.05.24 9th meeting of the 25th board of directors
2024.12.09	The 3rd Meeting of the 3rd Session	The promotion of corporate governance: Develop intellectual property management plans that are linked to operational objectives Program to prevent dishonest behavior and insidertrading Risk management Information security management Environmental sustainability Report on the inventory and schedule planning of greenhouse gas Work Plan for Disclosure of Sustainability Reporting Information 2025 Report Preparation Plan ( Tung Ho Steel Sustainability & Climate Related Financial Disclosure （IFRS S1 & S2） Report 2025 ) 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: 30% Carbon Reduction: A 30% reduction in total carbon emissions by 2035 compared to 2021 levels. RE30: 30% of total electricity consumption to come from renewable energy sources by 2035. Work Plan for Disclosure of Sustainability Reporting Information Stakeholder communication activities Explanation regarding the publication of the 2024 Sustainability Report Establishment of the "Australia Modern Slavery Act Statement"	2025.04.07 15th meeting of the 25th board of directors

Date and Time

Term

Summary

Date of reporting to the Board of Directors

2024.05.09

The 2nd 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
Establishment of Climate Change Management Strategies, Reduction Targets, and Plans

Information on inventory and reduction of greenhouse gas in 2023
Greenhouse gas management strategies, reduction targets and plans
Water Management Strategies and Reduction Targets

Establishment of Executive Compensation and ESG Performance Linkage Indicators and Targets
Issuance of the 2024 Task Force on Climate-related Financial Disclosures (TCFD) Report
Issuance of the 2023 Sustainability Report and Stakeholder Communication

Communication with Stakeholders
Explanation of the Issuance of the 2023 Sustainability Report

Amendment of the "Operational Procedures and Behavioral Guidelines for Ethical Management"

2024.05.24
9th meeting of the 25th board of directors

2024.12.09

The 3rd Meeting of the 3rd Session

The promotion of corporate governance:

Develop intellectual property management plans that are linked to operational objectives
Program to prevent dishonest behavior and insidertrading
Risk management
Information security management
Environmental sustainability

Report on the inventory and schedule planning of greenhouse gas
Work Plan for Disclosure of Sustainability Reporting Information

2025 Report Preparation Plan ( Tung Ho Steel Sustainability & Climate Related Financial Disclosure （IFRS S1 & S2） Report 2025 )
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:

30% Carbon Reduction: A 30% reduction in total carbon emissions by 2035 compared to 2021 levels.
RE30: 30% of total electricity consumption to come from renewable energy sources by 2035.

Work Plan for Disclosure of Sustainability Reporting Information

Stakeholder communication activities
Explanation regarding the publication of the 2024 Sustainability Report

Establishment of the "Australia Modern Slavery Act Statement"

2025.04.07
15th meeting of the 25th board of directors