The Board of Directors is the Company’s highest governing body. To strengthen the disclosure of financial information, enhance the performance and stability of management, and promote the Company’s sustainable development, the Board has established an Audit Committee, a Remuneration Committee, and a Sustainability and Nomination Committee. Through top-down management and oversight, these committees help ensure the effective implementation of corporate governance.

The Company respects and promotes a policy of board diversity. To strengthen corporate governance and foster the sound development of the Board’s composition and structure, the Company implements a diversity policy in accordance with Article 20 of its Corporate Governance Best Practice Principles. To achieve the objectives of sound corporate governance, the Board as a whole is expected to possess the following capabilities: operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making ability.

In addition, when selecting members of the Board, Proxene also considers candidates’ diverse backgrounds. All appointments are based on merit, regardless of gender, age, race, or cultural background. Through diverse perspectives among Board members, the Company aims to enhance Board operations and effectively fulfill its supervisory functions.

At the Annual General Meeting of Shareholders held on June 19, 2025, the Company conducted a full re-election of directors. The current Board consists of eight directors, including three independent directors and five non-independent directors. All directors possess the professional knowledge, skills, and expertise necessary to perform their duties. Their areas of expertise cover financial accounting, industrial manufacturing, marketing management, and related fields.

The Company also places importance on gender equality in the composition of the Board. At present, the goal is to have at least one director of a different gender and to gradually improve gender balance. Currently, the Board comprises 87.5% male directors (7 members) and 12.5% female directors (1 member). The long-term goal is for directors of different genders to account for at least one-third of the Board seats in order to strengthen the Board’s diversity objectives.

The Company has established an Audit Committee to replace the function of supervisors. The Board of Directors consists of eight seats, of which three are independent directors, accounting for three-eighths of the total Board seats. The appointment of independent directors is intended to strengthen the Board’s independence, and there have been no circumstances in violation of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

The independence of the Company’s directors is assessed based on substantive circumstances, and the Company continuously evaluates the independence of the Board. In this evaluation, all relevant factors are taken into consideration, including but not limited to whether directors are able to continuously provide constructive suggestions to the management team and other directors, whether their expressed views demonstrate independence, and whether their conduct inside and outside the Boardroom aligns with generally accepted social and ethical standards.

The Company regularly reports the implementation status of succession planning for Board members and key management to the Board of Directors on an annual basis. The most recent report was presented to the Board on November 11, 2025. Details regarding the succession planning and its implementation for Board members and key management are provided in the attached appendix. Appendix Download

The Company’s Corporate Governance Best Practice Principles stipulate that the Company shall regularly evaluate the independence and suitability of the external auditors it appoints. In practice, the Board of Directors conducts an annual evaluation of the independence and suitability of the signing auditors. In addition to assessing the auditors’ independence and professional competence, the Board also reviews their performance and the reasonableness of their audit fees.
Each year, based on the Auditor Independence Statement issued by the signing auditors and the Audit Quality Indicators (AQIs) Report provided by the accounting firm, the Company completes the Evaluation Form for Signing Auditors (please refer to Appendix 3 of the Annual Report for the Shareholders’ Meeting) to assess the overall audit quality of the auditors and their firm.
The most recent evaluation of the independence and suitability of the signing auditors was approved by the Audit Committee and the Board of Directors on March 13, 2025.
The evaluation items include, among others: whether the auditors hold any significant financial interests related to the Company; whether there are any business relationships with the Company or its related parties that may affect independence; whether, within the past two years, the auditors have served as directors, supervisors, managers, or held positions that could have a significant influence on the audit engagement; and whether there are any other circumstances that may affect the auditors’ independence and objectivity.