GOVERNANCE Corporate Governance

• The Board of Directors
According to the Article 17 of the Articles of Incorporation of Tait Marketing & Distribution Co., Ltd. ,the Company shall have 5 to 7 directors for a term of three years.

• Responsibilities of the board of directors
According to the Article 21 of the Articles of Incorporation of Tait Marketing & Distribution Co., Ltd.,the Company shall carry out its business by resolution of the Board of Directors except for those matters required by the Company Act or these Articles to be resolved by the shareholders' meeting, including but not limited to the following paragraphs:
1. Annual financial report, half-yearly financial report and budget review.
2. The proposed important internal rules and regulations of the Company and important external contract.
3. Appointment, dismissal and remuneration of managers and certified public accountants.
4. Establishment, alteration and abolition of branch offices.
5. Appointment and removal of the head of internal audit and the head of finance and accounting of the Company.
6. The proposed acquisition and disposal of important property of the Company.
7. The proposed borrowing of money, lending of funds, endorsement of guarantees or provision of guarantees, external investments and impairment of
    the Company's assets.
8. Proposed amendments to the Articles of Incorporation.
9. Proposals to convene a shareholders' meeting to resolve the distribution of earnings or to make up for losses.
10. The preparation of capital increase or decrease plans.
11. The Board of Directors shall resolve on all matters, except for those matters which shall be resolved by the shareholders' meeting in accordance with
      the Company Act or the Articles of Association.

• The nomination and election system  of the Director(including Independent Director) 
The term of the company's 12th Boards of Directors and  Independent Directors were elected on May 31, 2023 of the 2023 General Shareholders Meeting. 
There are a total of 7 directors (including 3 independent directors). One members of the Board of Directors is female
The election of all Directors of the Company shall be by nomination and shall be conducted in accordance with the nomination system for candidates as provided in Article 192-1 of the Company Act.
The Company shall have 5 to 7 directors for a term of three years, who 
shall be nominated by the shareholders' meeting from among persons of legal capacity and shall be elected under the cumulative election system provided for in Article 198 of the Company Act.

• Information Regarding Directors
The term of the company's 12th Boards of Directors and  Independent Directors were elected on May 31, 2023.
Title Name Education / experience
Director and Juristic Person Shareholder Uni-President Enterprises Corp --
President (Representative) UPEC Representative
Jui-Tien Huang 
Master Degree in Marketing,National Kaohsiung First University of Science and Technology
General Manager of President Chain Store Corp.
Director (Representative) UPEC Representative
Chih-Hsien Lo
MBA, UCLA, USA
President of Uni-President Enterprises Corp.
Director (Representative) UPEC Representative
Tsung-Yi Liu		 Ph.D. Program in Finance, Nat'l Chung Hsing Univ
MBA, National Taiwan Univ., R.O.C.
Vice General Manager of Corporate Resources Integration Group of Uni-President Enterprises Corp.
Director (Representative) UPEC Representative
Chia-Ming Chai		 L.L.M., University of Washington, U.S.A.
Vice General Manager of Legal Affairs Office of Uni-President Enterprises Corp.
Independent Director Ying-Chieh Hsu Keio University,Japan,Master of Arts in Business and Commerce
Professor of Institute of Marketing and Distribution Management Graduate 
Program in Chain-Store & Franchise Management,National Kaohsiung University of Science and Technology
Independent Director Chia-Hsun Wu Master of Public Finance, National Chengchi University
Management Consulting Limited  Counselor
Independent Director Liang-Chieh Huang
MBA, London Business School
Vanyi Co., Ltd. Chairman
I SQUARED CAPITAL CEO
•  Diversity and Independence of the Board of Directors
1.Director Diversity：
   1-1) The Company's Corporate Governance Principle (Article19) has stated the abilities of the board and developed a diversified policy for the
           composition of the board members and the directors concurrently serving as company officers not exceed one-third of the total number of the
           board members, and that an appropriate policy on diversity based on the company's business operations,operating dynamics,and development
           needs be formulated and include, without being limited to,the following two general standards:
     1-1-1)Basic requirements and values: Gender, age, nationality, and culture.
     1-1-2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance,marketing and 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:
              【Implementation of the Diversity Policy for Board Members：】
               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
      
   1-2) The diversity of board members is as follows:          
     1-2-1) Basic requirements and values:
                 There are a total of 7 directors (including 3 independent directors). One members of the Board of Directors is female. The average age of all
                 directors is 61.
     1-2-2) Professional knowledge and skills:
                 ￭The directors
                   The directors with education background including MBA, UCLA, USA , Master Degree in Marketing,National aohsiung First University of
                    Science and Technology, Ph.D. Program in Finance, Nat'l Chung Hsing Univ, and L.L.M., University of Washington, U.S.A.
                 ￭The independent directors
                   The independent directors with education background and experience including Keio University,Japan,Master of Arts in Business and
                   Commerce., Master of Public Finance, National Chengchi University,and MBA, London Business School.
                 ￭Professional license：One director is lawyer,and one independent director is CPA.
                 ￭Objective and implementation of board diversify policy
Objective Implementation
3 independent directors Fully implemented
Directors concurrently serving as company officers not  Exceed one-third of the total number of the board members. Fully implemented
At least one independent director with expertise in accounting,Finance or business administration. Fully implemented
2.Independence of the Board of Directors:
   2-1) The Company has three independent directors, accounting for 42.9% of the total number of directors in accordance with the Company’s
            regulations. 
   2-2) The Company confirm that there are no circumstances specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act. Three
           independent directors (including one female independent director), which meets the requirement of Article 14-2 of the Securities and Exchange
           Act that the number of independent director shall not be less than two,and not less than one-fifth of the number of directors.

【note 1：Implementation of the Diversity Policy for Board Members】
 
Name Nationality
Gender		 The duration
for Independent Director		 Professional background Age Criteria
51-60 61-70 Operational Judgment Accounting & Finance Operational Management Crisis Management Industry Experiences Global market perspective Leadership Decision-Making
Jui-Tien Huang Taiwan, R.O.C
M		 - Marketing
and retail
management		 V V V V V V V V V
Chih-Hsien Lo Taiwan, R.O.C
M		 - Business
Administration		 V V V V V V V V V
Tsung-Yi Liu Taiwan, R.O.C
M		 - Finance V V V V V V V V V
Chia-Ming Chai Taiwan, R.O.C
F		 - Law V V V V V V V V V
Ying-Chieh Hsu
(Independent Director)		 Taiwan, R.O.C
M		 2017/6/12~2020/6/11
2020/6/15~2023/6/14
2023/5/31~2026/5/30		 Marketing and retail management V V V V V V V V V
Chia-Hsun Wu
(Independent Director)		 Taiwan, R.O.C
M		 2017/6/12~2020/6/11
2020/6/15~2023/6/14
2023/5/31~2026/5/30		 Finance V V V V V V V V V
Liang-Chieh Huang
(Independent Director)		 Taiwan, R.O.C
M		 2020/6/15~2023/6/14
2023/5/31~2026/5/30		 Business
Administration		 V V V V V V V V V
【note 2：Professional Qualifications and Independence Analysis of Directors】
 
Name Professional Qualifications Requirements and work experience Independence Criteria Number of Other Public Companies
in Which the Individual is Concurrently Serving as an Independent Director
Professional Qualifications Requirements and work experience Not been the person of any conditions defined in Article30 of the Company Law
Jui-Tien Huang General Manager of President Chain Store Corp. Y -- NA
Chih-Hsien Lo Group Chief Strategy Officer of Uni-President Enterprises Corp. Y -- NA
Tsung-Yi Liu Vice General Manager of Corporate Resources Integration Group of Uni-President Enterprises Corp. Y -- NA
Chia-Ming Chai
1. Vice General Manager of Legal Affairs Office of Uni-President Enterprises Corp.
2. Taiwan lawyer
 Y -- 1
Ying-Chieh Hsu
(Independent Director)		 Professor of Institute of Marketing and Distribution Management Graduate Program in Chain-Store & Franchise Management,National Kaohsiung University of Science and Technology Y (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
Chia-Hsun Wu
(Independent Director)		 1. Answer  Management Consulting Limited  Counselor
2. Taiwan CPA		 Y (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
Liang-Chieh Huang
(Independent Director)
Vanyi Co., Ltd. Chairman
I SQUARED CAPITAL CEO
 Y (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
3.1 Board of Directors' Performance Evaluation Implementation Status of Y2023
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the board performance evaluation once a year 2023.01.01-2023.12.31 The scope includes the individual directors, the Board of Directors as a whole, the Remuneration Committee and the Audit Committee.





 		 Methods include self-assessments by each board member and internal assessment of the Board, the Remuneration Committee and the Audit Committee.




 		 1.The Board of Directors are assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Enhancement of the quality of the board's
      decisionmaking
   C.Makeup and structure of the board
   D.Director's professionalism and continuing
      knowledge development
   E.Internal controls
  • Conclusion: Conclusion: The overall operation of the board of directors is competent and meets and exceeds the standards of corporate governance.
2.The individual directors are assessed on the
   following six aspects:
   A.Understanding of the Company's goals and
      mission
   B.Awareness of director's duties
   C.Involvement in the Company's operations
   D. Internal relationship and communication
   E.Director's professionalism and continuing
      knowledge development
   F.Internal controls
  • Conclusion: Each director provides advice and opinions based on their expertise and make an effective contribution to the board.
3.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
4.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
3.2 Board of Directors' Performance Evaluation Implementation Status of Y2022
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the board performance evaluation once a year 2022.01.01-2022.12.31 The scope includes the individual directors, the Board of Directors as a whole, the Remuneration Committee and the Audit Committee.





 		 Methods include self-assessments by each board member and internal assessment of the Board, the Remuneration Committee and the Audit Committee.




 		 1.The Board of Directors are assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Enhancement of the quality of the board's
      decisionmaking
   C.Makeup and structure of the board
   D.Director's professionalism and continuing
      knowledge development
   E.Internal controls
■ Conclusion: The overall operation of the board
   of directors is competent and meets and exceeds
   the standards of corporate governance.
2.The individual directors are assessed on the
   following six aspects:
   A.Understanding of the Company's goals and
      mission
   B.Awareness of director's duties
   C.Involvement in the Company's operations
   D. Internal relationship and communication
   E.Director's professionalism and continuing
      knowledge development
   F.Internal controls
■ Conclusion: Each director provides advice and
   opinions based on their expertise and make an
   effective contribution to the board.
3.The functional committees are 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
   functional committees are competent and meets
   and exceeds the standards of corporate
   governance
4.Director Continuing Education
Name Date Organizer Course Name Hours
UPEC Representative
Jui-Tien Huang		 2023.10.26 Taiwan Institute of Directors Digital innovation and sustainable transformation 3
2023.04.27 Taiwan Institute of Directors Taiwan’s Economic Outlook under International Changes 3
2022.10.18 Taiwan Institute of Directors Find new drivers of future growth and create a new look for the brand 3
2022.04.20 Taiwan Institute of Directors New Trend of Business Model - Subscription System 3
UPEC Representative
Chih-Hsien Lo		 2023.10.26 Taiwan Institute of Directors Digital innovation and sustainable transformation 3
2023.04.27 Taiwan Institute of Directors Taiwan’s Economic Outlook under International Changes 3
2022.10.18 Taiwan Institute of Directors Find new drivers of future growth and create a new look for the brand 3
2022.04.20 Taiwan Institute of Directors New Trend of Business Model - Subscription System 3
UPEC Representative
Tsung-Yi Liu		 2023.10.26 Taiwan Institute of Directors Digital innovation and sustainable transformation 3
2023.04.27 Taiwan Institute of Directors Taiwan’s Economic Outlook under International Changes 3
2022.10.18 Taiwan Institute of Directors Find new drivers of future growth and create a new look for the brand 3
2022.04.20 Taiwan Institute of Directors New Trend of Business Model - Subscription System 3
UPEC Representative
Chia-Ming Chai		 2023.10.26 Taiwan Institute of Directors Digital innovation and sustainable transformation 3
2023.04.27 Taiwan Institute of Directors Taiwan’s Economic Outlook under International Changes 3
2022.10.18 Taiwan Institute of Directors Find new drivers of future growth and create a new look for the brand 3
2022.04.20 Taiwan Institute of Directors New Trend of Business Model - Subscription System 3
Independent director：
Ying-Chieh Hsu		 2023.06.26 Taiwan Corporate Governance Association Risks and opportunities of climate change trends to business operations 3
2023.06.26 Taiwan Corporate Governance Association Practical sharing on common deficiencies in the boardroom operations of listed companies 3
2022.03.30 Accounting Research and Development Foundation The process and practice of self-preparation of financial reports by enterprises 3
2022.03.29 Accounting Research and Development Foundation Analysis of the latest corporate governance policies and corporate governance evaluation practices 3
Independent director：
Chia-Hsun Wu		 2023.08.10 Accounting Research and Development Foundation Illegal forms, legal responsibilities and case analysis of corporate "business competition behavior 3
2023.07.04 Taiwan Stock Exchange 2023 Cathay Sustainable Finance and Climate Change Summit Forum 6
2023.06.02 Securities & Futures Institute 2023 Annual Insider Trading Prevention Promotion Conference 3
2023.04.27 Taiwan Stock Exchange
OTC		 Publicity meeting on sustainable development action plans for listed companies 3
2022.10.19 Securities & Futures Institute Insider Equity Transaction Legal Compliance Publicity Explanation Sessio of Y2022 3
2022.10.06 Taipei Exchange Release of reference guidelines for independent directors and audit committees to exercise their powers and directors and supervisors promotion meeting 3
2022.07.27 Taipei Exchange Sustainable Development Roadmap Industry Theme Publicity Conference 2
2022.07.27 Securities & Futures Institute From CSR to ESG corporate management mentality 3
2022.05.04 Taiwan Corporate Governance Association International Double Summit Online Forum 2
Independent director：
Liang-Chieh Huang		 2023.09.22 Taiwan Institute of Directors Major Transactions - Mergers and Acquisitions (M&A) 3
2023.09.22 Taiwan Institute of Directors Shareholder communication and management rights disputes 3
2022.09.22 Taiwan Corporate Governance Association Concepts, Practices and Tools of Group Tax Governance 3
2022.09.22 Taiwan Corporate Governance Association Net-zero emissions, carbon neutrality and corporate compliance 3

￭ Prohibit a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.

1. According to the Article 10 of the Articles of Corporate Governance Best Practice Principles of Tait Marketing & Distribution Co., Ltd.
    To protect its shareholders' rights and interests and ensure their equal treatment,Tait adopt internal rules prohibiting company insiders from trading
    securities using information not disclosed to the market. The rules mentioned in the preceding paragraph include stock trading control measures from
    the date insiders of Tait become aware of the contents of the company's financial reports or relevant results. Measures include, without limitation,
    those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15
    days prior to the publication of the quarterly financial reports.
2. Information of Implementation (Y2022~Y2024)
    2-1) Y2024
      2-1-1) 2024Q1：2024.01.24 (Wed.)   9:00AM~2024.02.26 (Mon.)    13:30PM
      2-1-2) 2024Q2：2024.04.12 (Fri.)       9:00AM~2024.04.30 (Tues.)    13:30PM
      2-1-3) 2024Q3：2024.07.15 (Mon.)   9:00AM~2024.07.31 (Wed.)    13:30PM
      2-1-4) 2024Q4：2024.10.14 (Mon.)   9:00AM~2024.10.30 (Wed.)    13:30PM
    2-2) Y2023
      2-2-1) 2023Q1：2023.01.25 (Wed.)   9:00AM~2023.03.01 (Wed.)    13:30PM
      2-2-2) 2023Q2：2023.04.19 (Thur.)    9:00AM~2023.05.05 (Fri.)       13:30PM
      2-2-3) 2023Q3：2023.07.19 (Wed.)   9:00AM~2023.08.04 (Fri.)        13:30PM
      2-2-4) 2023Q4：2023.10.18 (Wed.)   9:00AM~2023.11.03 (Fri.)        13:30PM
    2-3) Y2022
     2-3-1) 2022Q1：2022.01.21 (Fri.)        9:00AM~2022.02.25 (Fri.)        13:30PM
     2-3-2) 2022Q2：2022.04.15 (Fri.)        9:00AM~2022.05.05 (Thur.)     13:30PM
     2-3-3) 2022Q3：2022.07.15 (Fri.)        9:00AM~2022.08.05 (Fri.)        13:30PM
     2-3-4) 2022Q4：2022.10.18 (Tues.)     9:00AM~2022.11.03 (Thur.)    13:30PM
    2-4)The information prohibiting Tait's directors and company insiders from trading securities is announced by email and Company official website
 
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Customer Service Hotline：0800-652-008

Company Tel：+886-2-2721-6600

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