GOVERNANCE Corporate Governance

•  Audit Committee
1.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.

2.The powers of the Committee are as follows:
   (1)The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
   (2)Assessment of the effectiveness of the internal control system.
   (3)The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business
       activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or
       guarantees for others.
   (4)Matters in which a director is an interested party.
   (5)Asset transactions or derivatives trading of a material nature.
   (6)Loans of funds, endorsements, or provision of guarantees of a material nature.
   (7)The offering, issuance, or private placement of equity-type securities.
   (8) The hiring or dismissal of a certified public accountant, or their compensation.
   (9)The appointment or discharge of a financial, accounting, or internal audit officer.
   (10) Annual and semi-annual financial reports.
   (11)Other material matters as may be required by this Corporation or by the competent authority.

 
  • The audit committee is composed of all independent directors (including at least one financial expert) who meet the statutory requirements for professional qualifications, work experience, independence, and the number of independent directorships held. The committee conducts an internal performance evaluation of the audit committee on a regular basis every year.
  • Review of Financial Reports: The Board of Directors has prepared the annual business report, financial statements, and profit distribution proposal for the 112th fiscal year of the company. The financial statements have been audited by PricewaterhouseCoopers, which has issued an audit report upon completion. The aforementioned business report, financial statements, and profit distribution proposal have been reviewed by our Audit Committee, which found no discrepancies.
  • Assessment of the Effectiveness of the Internal Control System: The Audit Committee assesses the effectiveness of the company's internal control system policies and procedures (including financial, operational, risk management, information security, outsourcing, and regulatory compliance control measures) and reviews the company's internal audit department, certified public accountants, and management's regular reports, including risk management and legal compliance. Referring to the Internal Control—Integrated Framework published in 2013 by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), the Audit Committee believes that the company's risk management and internal control systems are effective, and that the company has adopted necessary control mechanisms to oversee and correct violations.
  • Appointment of Certified Public Accountants: The Audit Committee is tasked with overseeing the independence of the accounting firm to ensure the fairness of the financial statements. Generally, except for tax-related services or specially approved items, the accounting firm may not provide other services to the company. All services provided by the accounting firm must be approved by the Audit Committee. To ensure the independence of the accounting firm, the Audit Committee refers to Article 47 of the Accountancy Act and the Code of Professional Ethics for Certified Public Accountants, Bulletin No. 10 "Integrity, Fairness, Objectivity, and Independence" to develop an independence assessment form. This form evaluates the accountants' independence, professionalism, and suitability, including whether they have a relationship with the company, business, or financial interests. On February 24 of the 112th year, during the 11th meeting of the 2nd session of the Audit Committee and the 15th meeting of the 11th session of the Board of Directors, it was reviewed and approved that Fang-Ting Yeh and Chung-Yu,Tien of PricewaterhouseCoopers (PwC) met the independence assessment criteria and are qualified to serve as the company’s financial and tax certification accountants. On February 23 of the 113th year, during the 3rd meeting of the 3rd session of the Audit Committee and the 5th meeting of the 12th session of the Board of Directors, it was reviewed and approved that HUEI-YU SYU and Fang-Ting Yeh of PricewaterhouseCoopers (PwC) met the independence assessment criteria and are qualified to serve as the company’s financial and tax certification accountants.

3.Operations of the Audit Committee
3-1.1. As of publication of the Annual Report, there had been a total of 5 (A) meetings of the Audit Committee over the Y2022~Y2023. Independent director attendance is detailed below:
Title Name Attendance in 
Person(B)
Proxy
Attendance
Attendance
Rate (B/A)
Independent director Chia-Hsun Wu 5 0 100%
Independent director Ying-Chieh Hsu 5 0 100%
Independent director Liang-Chieh Huang 5 0 100%
3-1.2. As of publication of the Annual Report, there had been a total of 5 (A) meetings of the Audit Committee over the Y2023~Y2024. Independent director attendance is detailed below:
Title Name Attendance in 
Person(B)
Proxy
Attendance
Attendance
Rate (B/A)
Independent director Chia-Hsun Wu 5 0 100%
Independent director Ying-Chieh Hsu 5 0 100%
Independent director Liang-Chieh Huang 5 0 100%
3-2.Major resolutions during the auditing meetings in Y2022 and Y2023 and to the publish date of the annual report
■ 2022.02.24 (7th Meeting in 2nd Session)
1.The business plan, the business report and the financial statements of year 2021.
2.The distribution of retained earnings for year 2021.
3.Approved the evaluation of external auditor's independence.
4.Audit fee for PWC of 2022.
5.The statement of internal control system for year 2021.
6.Review amendment of the procedure of acquisition or disposal of assets.
7.Review amendment of the corporate social responsibility.
8.Review amendment of the Corporate Governance Best Practice Principles.
9.Review amendment of the prevention of insider trading.

10.The case of lifting the restriction on the non-compete of directors of the company.
11.Audit execution report.

●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■ 2022.05.04 (8th Meeting in 2nd Session)
1.The consolidated financial statements for the first quarter of year 2022.
2.The case of lifting the restriction on the non-compete of directors of the company.
3.Audit execution report.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■ 2022.08.04 (9th Meeting in 2nd Session)
1.The consolidated financial statements for the second quarter of year 2022.
2.Adopted the risk management policies and procedures.
3.Adopted the handling and disclosure of material inside information.
4.Audit execution report.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■ 2022.11.02 (10th Meeting in 2nd Session)
1.The consolidated financial statements for the THIRD quarter of year 2022.
2.Audit fee for PWC of 2023.
3. Adopted the codes of practice on risk management.
4.Review amendment of the handling and disclosure of material inside information.
5.Review amendment of using computerized information processing work cycle.
6.Internal auditing proposal of year 2023.
7.Audit execution report.
8.Loan NT$100 million to Tone Sang Construction Corp.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■  2023.02.24 (11th Meeting in 2nd Session)
1.The business plan, the business report and the financial statements of year 2022.
2.The distribution of retained earnings for year 2022.
3.Approved the evaluation of external auditor's independence.
4. Pre-approved the non-assurance services from PWC and its affiliated enterprises.
5.The statement of internal control system for year 2022.
6.Adopted the rules governing financial and business matters between this Corporation and its affiliated enterprises.
7.Review amendment of the Corporate Governance Best Practice Principles.
8.Review amendment of the corporate sustainable development best practice principles.
9.The case of lifting the restriction on the non-compete of directors of the company.
10. Audit execution report.

●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■  2023.05.04 (12th Meeting in 2nd Session)
1.The consolidated financial statements for the first quarter of year 2023.
2.Approved Tait Taiwan  100%  directly invests in Tait Sanghai.
3.Approved the amendments to the "Prevention Measures for Insider Trading Management Regulations”.
4. Approved the amendments to the "Corporate Governance Best Practice Principless”.
5.Audit execution report.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■   2023.08.03 (1st Meeting in 3rd Session)
1.The resolution to appoint the convener of the third Audit Committee has been passed.
2.The consolidated financial statements for the second quarter of year 2023.
3.Audit execution report.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■   2023.11.02 (2nd Meeting in 3rd Session)
1.The consolidated financial statements for the THIRD quarter of year 2023.
2.Internal auditing proposal of year 2024.
3.Audit execution report.
4.The company which purchases and sells goods, conducts labor or technical service transactions with related parties for Y2024.
5.Loan NT$200 million to Tone Sang Construction Corp.
6.Loan NT$30 million to PRESIDENT PROFESSIONAL BASEBALL TEAM CORP.

●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■   2024.2.23 (3th Meeting in 3rd Session)
1.The business plan, the business report and the financial statements of year 2023.
2.The distribution of retained earnings for year 2023.
3.Approved the evaluation of external auditor's independence and the service fees for the year 2024.
4.Approved the service fees of PWC for year 2024.
5.Pre-approved the non-assurance services from PWC and its affiliated enterprises.
6.The statement of internal control system for year 2023.
7.The case of lifting the restriction on the non-compete of directors of the company
8. Audit supervisor reassignment
9. Audit execution report

●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


■   2024.4.29 (4th Meeting in 3rd Session)
1.The consolidated financial statements for the first quarter of year 2024.
2.Audit execution report.
●No attending director voices an objection, the proposals were deemed approved.
●Those opinions were raised at the Company's Board for discussion.
●Matters listed in §14-5 of the Securities and Exchange Act:Approved by all members of the Audit Committee
●Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all 
    directors:none


3-3. The communications between the independent directors and the internal auditors are listed in the table below
Meeting
Dates
Meeting Members in attendance item discussed and opinion of
independent directors
2022.02.24 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2021 Q4.
2.The statement of Internal Control System for 2021.
3. All independent directors had no opinion.
2022.05.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2022 Q1.
2. All independent directors had no opinion.
2022.08.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2022 Q2.
2. All independent directors had no opinion.
2022.11.02 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2022 Q3.
2. Internal auditing proposal of year 2023.
3. All independent directors had no opinion.
2022.11.02 Audit
Seminar
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.Audit Seminar for the independent directors and
   the internal auditor.
2. Audit execution report.
3. All independent directors had no opinion.
2023.02.24 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2022 Q4.
2.The statement of Internal Control System for 2022.
3. All independent directors had no opinion.
2023.05.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2023 Q1.
2. All independent directors had no opinion.
2023.08.03 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2023 Q2.
2. All independent directors had no opinion.
2023.11.02 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2023 Q3.
2. Internal auditing proposal of year 2024.
3. All independent directors had no opinion.
2023.11.02 Audit
Seminar
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.Audit Seminar for the independent directors and
   the internal auditor.
2. Audit execution report.
3. All independent directors had no opinion.
2024.02.23 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
internal auditor:Shu-Ping Yu
1.The Internal Auditor's report for 2023 Q4.
2.The statement of Internal Control System for 2023.
3. All independent directors had no opinion.

3-4. The communications between the independent directors and CPAs are listed in the table below
Meeting
Dates
Meeting Members in attendance item discussed and opinion of
independent directors
2022.02.24 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Zi-Meng Liu
1. The CPA, after auditing the 2021 Q4 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2022.05.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Zi-Meng Liu
1.The CPA, after auditing the 2022 Q1 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.

2.All independent directors had no opinion.
2022.08.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Yung-Chih Lin
1.The CPA, after auditing the 2022 Q2 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.

2022.11.02 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Yung-Chih Lin
1.The CPA, after auditing the 2022 Q3 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2022.11.02 Audit
Seminar
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Yung-Chih Lin
1.The audit plan for y2023
2.the project reports ①AQIs  ②IESBA Code
3.All independent directors had no opinion
2023.02.24 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Yung-Chih Lin
1.The CPA, after auditing the 2022 Q4 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2023.05.04 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Fang-Ting Yeh
1.The CPA, after auditing the 2023 Q1 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2023.08.03 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Fang-Ting Yeh
1.The CPA, after auditing the 2023 Q2 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2023.11.02 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Chung-Yu,Tien 
1.The CPA, after auditing the 2023 Q3 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
2023.11.02 Audit
Seminar
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Chung-Yu,Tien 
1.The audit plan for y2024
2.the project reports: AQIs
3.All independent directors had no opinion
2024.02.23 the Audit
Committee
Independent director:Chia-Hsun Wu、Ying-Chieh Hsu、Liang-Chieh Huang
CPA:Fang-Ting Yeh
1.The CPA, after auditing the 2023 Q4 financial
   statements,reported their findings to the Audit
   Committee and discussed any additional matters
   as required by law.
2.All independent directors had no opinion.
3-5.1.The Audit Committee Performance Evaluation Implementation Status of Y2022
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the Audit Committee performance evaluation once a year 2022.01.01-2022.12.31 The scope of the Audit Committee. Methods include self-assessments by the Audit Committee. 1.The Audit Committee is assessed on the following five aspects:
    A.Involvement in the Company's operation
    B.Awareness of functional committee’s duties
    C.Improve decision-making quality of functional
       committees
    D.Composition of functional committee and
       selection of members
    E.Internal controls
■ Conclusion: The overall operation of the audit
   committee is competent and meets and exceeds
   the standards of corporate governance
3-5.2.The Audit Committee Performance Evaluation Implementation Status of Y2023
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the Audit Committee performance evaluation once a year 2023.01.01-2023.12.31 The scope of the Audit Committee. Methods include self-assessments by the Audit Committee. 1.The Audit Committee is assessed on the following five aspects:
    A.Involvement in the Company's operation
    B.Awareness of the Audit committee’s duties
    C.Improve decision-making quality of  the Audit 
       committee
    D.Composition of the Audit committee and
       selection of members
    E.Internal controls
■ Conclusion: The overall operation of the audit
   committee is competent and meets and exceeds
   the standards of corporate governance
• Remuneration Committee
1.Scope of duties
   1-1. The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the
           board of directors for discussion.
         1-1-1) Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies,
                     systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation, and disclose the
                     contents of the performance assessment standards in the annual report.
         1-1-2) Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been
                     achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with
                     the performance assessment standards.
   1-2. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
         1-2-1) Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the
                     industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal
                     achievement. Also to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's
                     operational performance and future risk exposure.
         1-2-2) There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the
                     tolerable risk level of this Corporation.
         1-2-3) For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and
                     the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this
                     Corporation's business.
2.Operations of the Remuneration Committee:
   2-1. Operations of the Remuneration Committee
         2-1-1) Tait’s Remuneration Committee is composed of three members.
         2-1-2) As of publication of the Annual Report, there had been a total of three (A) meetings of the Remuneration Committee over the Y2022~Y2023
                    Member attendance is detailed below:
Title Name Meetings Attended
Personally (B)
Meetings Attended
by Proxy
Personal Attendance Rate
(B/A)
Independent director Ying-Chieh Hsu 3 0 100%
Independent director Chia-Hsun Wu 3 0 100%
Independent director Liang-Chieh Huang 3 0 100%
         2-1-3) As of publication of the Annual Report, there had been a total of two (A) meetings of the Remuneration Committee over the Y2023~Y2024. Member attendance is detailed below:
Title Name Meetings Attended
Personally (B)
Meetings Attended
by Proxy
Personal Attendance Rate
(B/A)
Independent director Ying-Chieh Hsu 2 0 100%
Independent director Chia-Hsun Wu 2 0 100%
Independent director Liang-Chieh Huang 2 0 100%
   2-2. Resolutions decided upon by the Remuneration Committee during the most recent year (Y2022~Y2023) and as of the date of publication of the
           Annual Report:

   ■ 2022.02.24(4th Meeting in the Fourth Session)
   1.The distribution of directors'remuneration and employee compensation of 2021
   2.The appropriation ratio of directors'remuneration and employee compensation of 2022.
   3.The review of the actual payment of directors' executive remuneration and manager's salary and benefits in 2021; reviewed the 2022 director's
      executive remuneration and manager's remuneration case; and reviewed the company's 2022 plan to implement various remuneration policies,
      Institutions, standards and structures.
      ●The proposal was approved as proposed.
      ●Remuneration committee's opinion shall be raised at the Company's Board meeting for discussion.

 
 ■ 2022.08.04(5th Meeting in the Fourth Session)
   1.The compensation report of managerial officers of 2022
      ●The proposal was approved as proposed
      ●Remuneration committee's opinion shall be raised at the Company's Board meeting for discussion

 
 ■ 2023.02.24(6th Meeting in the Fourth Session)
   1.The distribution of directors'remuneration and employee compensation of 2022
   2.The review of the actual payment of directors' executive remuneration and manager's salary and benefits in 2022; reviewed the 2022 director's
      executive remuneration and manager's remuneration case; and reviewed the company's 2023 plan to implement various remuneration policies,
      Institutions, standards and structures.

      ●The proposal was approved as proposed
      ●Remuneration committee's opinion shall be raised at the Company's Board meeting for discussion.

 
■ 2023.08.03(1th Meeting in the Fifth Session)
   1.Our company submits the twelfth Board of Directors' (including independent directors) remuneration proposal for pre-approval by the
      Compensation Committee.

      ●The proposal was approved as proposed
      ●Remuneration committee's opinion shall be raised at the Company's Board meeting for discussion.

 
 ■ 2024.02.23(2nd Meeting in the Fifth Session)
   1.The distribution of directors'remuneration and employee compensation of 2023.
   2.The review of the actual payment of directors' executive remuneration and manager's salary and benefits in 2023; reviewed the 2023 director's
      executive remuneration and manager's remuneration case; and reviewed the company's 2024 plan to implement various remuneration policies,
      Institutions, standards and structures.

      ●The proposal was approved as proposed
      ●Remuneration committee's opinion shall be raised at the Company's Board meeting for discussion.


■ Information Regarding Remuneration Committee

Name The professional qualifications and work experience Independence Number of Remuneration Committee memberships held in other public companies
Independent director:
Ying-Chieh Hsu
Professor of Institute of Marketing and Distribution Management Graduate Program in Chain-Store & Franchise Management, National Kaohsiung University of Science and Technology (1) Not the person, the person's
     spouse, relative within the
     second degree of kinship, of
     a director, supervisor or an
     employee of the company
     or any of its affiliates.
(2) Not the person who holds
     shares, together with those
     held by the person's spouse,
     minor children, or held by
     the person under others'
     names, in an aggregate of
     0% of the total number of
     issued shares of the
     company
(3) Not a director or supervisor
     of the company or any of its
     affiliates.
(4) Not a professional who
     provides audits or
     Commerciallegal, financial,
     accounting, or other related
     services with compensation
     within the past two years to
     Tait or its affiliates.
1
Independent director:
Chia-Hsun Wu
1.Answer  Management Consulting Limited  Counselor
2.Taiwan CPA
(1) Not the person, the person's
     spouse, relative within the
     second degree of kinship, of
     a director, supervisor or an
     employee of the company
     or any of its affiliates.
(2) Not the person who holds
     shares, together with those
     held by the person's spouse,
     minor children, or held by
     the person under others'
     names, in an aggregate of
     0% of the total number of
     issued shares of the
     company
(3) Not a director or supervisor
     of the company or any of its
     affiliates.
(4) Not a professional who
     provides audits or
​​​​​​​     Commerciallegal, financial,
​​​​​​​     accounting, or other related
​​​​​​​     services with compensation
​​​​​​​     within the past two years to
​​​​​​​​​​​​​​     Tait or its affiliates.
2
Independent director:
Liang-Chieh Huang
1. Vanyi Co., Ltd. Chairman
2. I SQUARED CAPITAL CEO
(1) Not the person, the person's
     spouse, relative within the
     second degree of kinship, of
     a director, supervisor or an
     employee of the company
​​​​​​​     or any of its affiliates.
(2) Not the person who holds
     shares, together with those
     held by the person's spouse,
​​​​​​​     minor children, or held by
​​​​​​​     the person under others'
​​​​​​​     names, in an aggregate of
​​​​​​​     0% of the total number of
​​​​​​​     issued shares of the
​​​​​​​     company
(3) Not a director or supervisor
​​​​​​​     of the company or any of its
​​​​​​​     affiliates.
(4) Not a professional who
​​​​​​​     provides audits or
​​​​​​​     Commerciallegal, financial,
​​​​​​​     accounting, or other related
​​​​​​​     services with compensation
​​​​​​​     within the past two years to
​​​​​​​​​​​​​​     Tait or its affiliates.
1

■    The Regarding Remuneration Committee Performance Evaluation Implementation Status of Y2022
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the Remuneration Committee performance evaluation once a year 2022.01.01-2022.12.31 The scope of the Remuneration Committee. Methods include self-assessments by the Remuneration Committee. 1.The Remuneration Committee is assessed on the following five aspects:
    A.Involvement in the Company's operation
    B.Awareness of functional committee’s duties
    C.Improve decision-making quality of functional
       committees
    D.Composition of functional committee and
       selection of members
    E.Internal controls
■ Conclusion: The overall operation of the
   remuneration committee is competent and
   meets and exceeds the standards of corporate
   governance
■    The Regarding Remuneration Committee Performance Evaluation Implementation Status of Y2023
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the Remuneration Committee performance evaluation once a year 2023.01.01-2023.12.31 The scope of the Regarding Remuneration Committee Methods include self-assessments by the Regarding Remuneration Committee 1.The Regarding Remuneration Committee is assessed on the following five aspects:
    A.Involvement in the Company's operation
    B.Awareness of the Regarding Remuneration
       committee’s duties
    C.Improve decision-making quality of the
       Regarding Remuneration committees
    D.Composition of the Regarding Remuneration
       committee and selection of members
    E.Internal controls
■ Conclusion: The overall operation of the
   Regarding Remuneration committee is
   competent and meets and exceeds the
​​​​​​​   standards of corporate governance.