Corporate Governance

Organizational chart

Board of Directors

Board of Directors Structure

The term of the members of the 25th Board Director is from May 30, 2023 to May 29, 2026.

Title	Name	Gender	Major Education	Professional qualifications and experience
Chairman	Mao Sheng Investment Inc. Representative: Henry C. T. Ho	Male	Department of Economics, Harvard University, USA	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.
Vice Chairman	Ho Jao Investment Inc. Representative: George Y. S. Ho	Male	Department of Environment and Visual Arts, Harvard University, USA	Current position Vice Chairman of Tung Ho Steel Enterprise Corporation. Experience Mr. Ho has been a Director of Tung Ho Steel since 1996. Professional Qualifications Mr. Ho has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, international market perspective, leadership, decision-making, and sustainability management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Director	Mao Sheng Investment Inc. Representative: Joshua P.H. Tung	Male	Master's degree in Business Management from the Business Institute, National Chengchi University	Current position Director of Tung Ho Steel Enterprise Corporation. Experience Mr. Tung joined the Company in 1987 and retired in 2022. During this period, he has worked in the Finance and Accounting, Trading, and Investment departments and assumed the position of Vice President of the Finance & Accounting Division in 2009. Professional Qualifications Mr. Tung 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, and risk management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Director	Han Lei Investment Co. Representative: Chih-Ming Huang	Male	MBA, California State University, USA	Current position Managing Director of Han Lei Investment Co. Experience Mr. Huang has been a Director of Tung Ho Steel since 1988. Professional Qualifications Mr. Huang has the work experience required for 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, and risk management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Director	Liang Cheng Investment Co., Ltd. Representative: Pao-He Chen	Male	MBA, Royal Roads University, Canada	Current position President of Chu Cheng Construction Co., Ltd. Experience Mr. Chen has been a Director of Tung Ho Steel since 1988. Professional Qualifications Mr. Chen has the work experience required for 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, leadership, decision-making, and sustainability management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Director	Yen-Liang Ho	Male	EMBA, Aalto University, Finland	Current position Chairman of Enzen GS Chemical Co., LTD Experience Mr. Ho has been a Director of Tung Ho Steel since 1999. Professional Qualifications Mr. Ho has the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, international market perspective, leadership, decision-making, and sustainability management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
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.
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.
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.

Specific Management Objectives and Achievements of the Board Diversity Policy

2024 Specific Management Goals and Achievement Status of the Board Diversity Policy.pdf

2024 Succession Planning for Board Members and Key Management Personnel

Succession Planning for Board Members and Key Management Personnel(1).pdf

Corporate Governance Officer

At the 23rd session (12th meeting) of the Board of Directors on March 26, 2019, Assistant Vice President Juyu Ho, having more than three years of experience in the Company's internal audit as well as in managing units of corporate governance related affairs, Assistant Vice President Juyu Ho was appointed the Head of Corporate Governance.

Responsibility

The corporate governance affairs mentioned in the preceding paragraph include at least the following items:

To handle matters related to the meetings of the Board of Directors and the Shareholders' Meeting in accordance with the law.
To prepare minutes of board and shareholders' meetings.
Assisting directors in their appointment and continuing education.
Provide directors with information necessary for the execution of their duties.
Assisting directors in complying with laws and regulations.
Report to the Board of Directors the results of its examination of whether the qualifications of independent directors comply with relevant laws and regulations at the time of nomination, election, and during the term of office.
To handle matters related to the change of directors.
Other matters in accordance with the Company's Articles of Incorporation or contracts.

Business execution in 2024

Assisting the Board of Directors in reviewing and reporting on performance evaluations.
Report to the Board of Directors on whether the qualifications of independent directors during their terms of office comply with relevant laws and regulations.
Actively promote corporate governance to build up the functions of the Board of Directors and strengthen the management mechanism. This includes assisting the Board of Directors in amending the “Rules of Procedure for Board Meetings”, “Board of Directors Performance Evaluation Method”, “Risk Management Policies and Procedures”, “Audit Committee Organizational Procedures”, “Code of Business Integrity”, “Business Integrity Procedures and Behavioral Guidelines”, and formulating the “Regulations on ESG Bonus Payment for Senior Managers”.
Arranged for the Board members to attend a training program.
Confirming the completion progress of the greenhouse gas inventory and verification schedule plan and reporting to the Board of Directors.
Completed the renewal of liability insurance for directors and key staff and submitted it to the meeting of the Board of Directors on October 29, 2024.

Training of Cooperate Governance Managers

The total number of continuing professional training hours in 2024 was 26 hours and met the requirement set forth in Paragraph 2 of Article 24 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, which requires current chief corporate governance officers to complete a minimum of 12 continuing professional education (CPE) hours per year.

Date of continuing education	Organizer	Course name	Training hours
2024.04.24	Institute of Financial Law and Crime Prevention	113th Annual Corporate Governance Workshop - Corporate Sustainability Assessment	3
2024.04.30	Taiwan Corporate Governance Association	Carbon Management Trends Toward Net-Zero and How to Address Them	3
2024.05.02 2024.05.03	Securities & Futures Institute	Continuous Exposure Practical Learning	9
2024.07.03	Taiwan Stock Exchange Corporation	2024 Cathay Pacific Summit on Sustainable Finance and Climate Change	6
2024.07.30	Corporate Operating and Sustainable Development Association	Gender Equality and Sustainability in Corporate Governance	3
2024.11.27	Taiwan Corporate Governance Association	How Companies Can Prevent Corruption: Case Studies	2