Board of Directors Structure and Function

The Company shall have 9~11 directors forming a board of directors, to be elected from among shareholders of legal capacity at a shareholders' meeting and to hold office for three years. All directors are eligible for re-election. The total shareholding ratio of all directors shall be in accordance with the Securities and Exchange Law and related regulations. According to Securities and Exchange Law, Article #14-2, the Company shall have at least three Independent Directors. The elections for directors of the Company shall proceed with the candidate nomination system; the shareholders shall elect the directors from among the nominees listed in the roster of candidates. The professional qualifications, restrictions on shareholding and concurrent post, nomination and election processes and other requirements of independent directors shall be determined and executed in accordance with the Securities and Exchange Law and related regulations.

The board of directors shall have the following functions:
(1)     To decide upon business policy;
(2)     To review and finalize important rules and contracts;
(3)     To incorporate and dissolve subsidiaries;
(4)     To prepare budgets and final accounts;
(5)     To appoint and remove key employees;
(6)     To decide major borrowing of loans;
(7)     To decide on the Company’s major business and investment;
(8)     To decide employee stock subscription; and
(9)     Other matters provided for in the Company law and these Articles of Incorporation.

Policy to encourage board of directors to enroll in well-rounded programs:

The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

   1. Basic requirements and values: Gender, age, nationality, and culture.
   2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance,       marketing, technology), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

   1. Ability to make operational judgments.
   2. Ability to perform accounting and financial analysis.
   3. Ability to conduct management administration.
   4. Ability to conduct crisis management.
   5. Knowledge of the industry.
   6. An international market perspective.
   7. Ability to lead.
   8. Ability to make policy decisions.

The Method and Schedule of Contacts among The Head of Internal Audit, CPA, and Independent Directors:

1. The Method of Contacts among The Head of Internal Audit, CPA, and Independent Directors:

  (1) The head of internal audit reported major findings and suggestions to independent directors  at least once a quarter, and sit in at the Board of Directors meetings by quarterly. Independent directors have no objections to the reports, the head of internal audit communicates well with the independent directors. Independent directors provide their professional advice on reporting matters, the head of internal audit also considers the opinions of independent directors.
  (2) CPA presented consolidated financial statements information to independent directors at least once a year. Communicated for major financial estimation and Key Audit Matters. If the board of directors has important issues, they will also invite CPA to provide professional advice to enhance exchanges between the Management and CPA. The independent directors communicates well with CPA.  

2. Summary discussion among independent directors and internal audit for 2018 as following:

Date	Meeting	Communication Subject	Suggestions and Results
Mar 6 2018	Discussion Forum	Discussion on the overall control environment and internal audit system and implementation.	No objection
Apr 30 2018	Discussion Forum	Presented the results of 1Q18 internal audit.	No objection
Jul 11 2018	Discussion Forum	Presented the results of 2Q18 internal audit.( Purchase and payment cycle)	No objection
Oct 25 2018	Discussion Forum	Presented the results of 3Q18 internal audit. (Sale and receipt cycle)	No objection

3. Summary discussion among independent directors and CPA for 2018 as following:

Date	Meeting	Communication Subject	Suggestions and Results
Mar 6 2018	Audit Committee	CPA presented 2017 financial reports.	No objection