Individual directors for diversification of Board members

(I) Board diversity:

• According to Article 23 of the Company’s Corporate Governance Best Practice Principles, the composition of the Company’s directors should consider diversity. In addition to the fact that directors who concurrently serve as company managers should not exceed one-third of the directors’ seats, the selection criteria are not limited to gender, age, nationality, culture, and so on concerning uPI’s operations, business model, and development needs. It is also advisable to include elite talent with the expertise and abundant experience in various fields that meet the company’s diversified development needs.
• The 10^th Board of Directors of the Company, directors have a range of industry experience (covering computer equipment, semiconductors, electrical machinery, electronic components, investment and financial management and so on). Among them, two are doctorate holders and seven have master’s-level degrees. Their professional fields cover finance and accounting, business management, electronics and ESG. They possess the knowledge, skills, and accomplishments required to perform their duties, and have met the various diversified core competency indicators required by corporate governance.
• All directors are of Taiwanese nationality. The directors’ age distribution range is as follows: one under (include) 50 years old, six between 51 and 60 years old, and two between 61 and 70 years old.

(II) Independence of the Board of Directors:

• Members of the Company’s 10th Board of Directors comprise nine seats in total, with three seats being independent directors and the proportion reaching one-third; and the independent directors have no more than three consecutive terms of office.
• Among the directors, 11.11% are also Company employees and 88.89 % are non-employees.
• Matters specified in Paragraphs 3 and 4 of Articles 26-3 of the Securities and Exchange Act (Circumstances where directors have a spouse or relative within the second degree of kinship): No such situation.
• All members of the board of directors have professional knowledge and skills covering ability to make judgments about operations, accounting and financial analysis, business management, crisis management, industry knowledge, an international market perspective, leadership, and decision making and the detail are as follows：

Performance Evaluation

The Company’s Board of Directors approved the “Self-Evaluation Evaluation of the Board of Directors” on August 4, 2024. We perform Performance Evaluations for the Board of Directors, Board members, and functional committees at least once a year. At least once every three years, moreover, an external professional independent institution or an external team of experts and scholars will conduct an evaluation. The Performance Evaluation report will be used as a reference for director candidates and director’s remuneration.

Board of Directors status of evaluation and implementation:

• Evaluation of external independent professional institution.

  1. External Professional Independent institution: Taipei Foundation of Finance.
  2. Evaluation Period: 2023.01.01-2024.08.26.
  3. Evaluation Scope: Board of director and functional committee.
  4. Evaluation Method: The evaluation mainly consists indicator reviews and field interviews.
  5. Evaluation Process:
     

     Application	2024.08.09
     Contract Signing	2024.08.26
     Evaluation Indicator	2024.08.12 – 2024.08.26
     Committee Review	2024.08.28 – 2024.09.06
     Field Interviews	2024.10.17

  6. Evaluation Result: Based on the review, the written documentation provided by the evaluated company on the seven major aspects of the evaluation indicators fully complies with the requirements. Additionally, the overall operations of the board of directors align with the relevant regulations set by the competent authority. The results of the performance Evaluation were recorded in the report of the fourth time of the tenth term Board of Directors on December 26, 2024.
  7. Suggest:
     

     To promote more efficient sustainable governance and development, it is recommended that the evaluated company upgrade the current Sustainable Development Committee to a functional committee of the Board of Directors, add independent directors, and instruct the management department to establish a dedicated sustainable development unit or task force to handle foreign exchange consolidation. This unit should also ensure that company information displays actions and translates external requirements and standards internally.	The Company will propose the response measures and submit them to the board of directors for resolution before implementation.
     To enable the evaluated company to develop more macroscopically and comprehensively in the future, it is recommended that the risk management and supervision mechanism be clearly defined as the responsibility of the Audit Committee, or listed under the authority of the Sustainable Development Committee established within the board of directors as recommended in the previous paragraph.
     The vision, mission, and core values of the evaluated company should be disclosed on the official website and in the sustainability report in a timely manner; it is also recommended to strengthen interactions with stakeholders and foster a more deeply rooted corporate cultural identity. This will not only retain high-quality employees but also enhance the overall effectiveness of corporate governance and customer communications.
     In promoting ESG strategies, in addition to complying with relevant laws and regulations set by competent authorities (institutions), it is recommended to reference international commitments or norms in export markets. Early revisions or enhancements should be made, with proactive and timely deployments, to boost competitiveness and maintain a leading edge.

• Self-evaluation

  1. Basis: “Self-Evaluation Evaluation of the Board of Directors” of the Company.
  2. Execution unit: Agenda group of Board of director.
  3. Evaluation Period: 2024.01.01-2024.12.31.
  4. Evaluation Scope: Board of director, members of Board of director and functional committee.
  5. Evaluation Method: The evaluation will be conducted through a self-assessment questionnaire.
  6. Evaluation Result:
  1. Board of Directors: The average score in each aspect of the overall Board of Directors was 100.0, which showed that the Board of Directors operational status was good. The Board of Directors fully guided and supervised Company policies, major business, and risk management.
  2. Individual directors: After the self-evaluation of each director, the overall average score was 99.0, with scores of 100.0 in the five aspects. This showed that the directors highly praised the operational efficiency and effects of various indicators. Only the aspect of “participation in the operation of the Company ” scored 97.2. The main reason is that the attendance rate by some directors is below 85%. Considering that all the directors entrusting proxy have issued letters of proxy in accordance with the law to attend the meeting on behalf of them and that they have fully expressed opinions on all proposals in the letters of proxy and provided professional suggestions at the same time, therefore, there is no significant impact on the operation of the Board of Directors.
     

     Board of Directors				Individual director
     Aspect	Number of questions	Average score		Aspect	Number of questions	Average score
     A. Participation in the operation of the Company.	12	100.0		A. Understand the objectives and mission of the Company.	3	100.0
     B. Improvement of the quality of the board of directors’ decision making.	12	100.0		B. Understanding of directors’ job responsibilities.	3	100.0
     C. Composition and structure of the board of director.	7	100.0		C. Participation in the operation of the Company.	8	97.2
     D. Election and continuous education of the directors.	7	100.0		D. Internal relationship management and communication.	3	100.0
     E. Internal control.	7	100.0		E. Directors’ professionalism and continuing education.	3	100.0
     Total / Average score	45	100.0		F. Internal control.	3	100.0
     				Total / Average score	23	99.0

  3. Functional committees: The average score of the Audit Committee and the Remuneration Committee was each 100, which shows that the overall operation of the functional committees is optimal and they can exercise their proper powers and functions.
     

     Aspect	Audit Committee		Remuneration Committee
     	Number of questions	Average score	Number of questions	Average score
     A. Participation in the operations of the Company.	4	100.0	4	100.0
     B. Understanding of functional committee’s job responsibilities.	5	100.0	5	100.0
     C. Improvement of the quality of the functional committees’ decision making.	7	100.0	7	100.0
     D. Makeup of the functional committee and election of its members.	3	100.0	3	100.0
     E. Internal control.	3	100.0	–	–
     Total / Average score	22	100.0	19	100.0

  7. Evaluation Result: In 2024, the attendance rates of the Board of Directors, the Audit Committee, and the Remuneration Committee reached 89.81%, 96.67%, and 93.33% respectively, and each director had full expression and suggestions on each of the Company’s proposals and gave the utmost support. Therefore, according to the above self-evaluation results, the Company’s Board of Directors, Board members, and each functional committee reflected good operational status. The results of the performance Evaluation were recorded in the report of the fifth time of the tenth term Board of Directors on February 25, 2025.