Corporate Governance

E.SUN FHC has a complete director selection system. Based on the company's industrial characteristics and future development strategies, it carefully considers the configuration and diversification standards of the board of directors. The board of directors is composed of financial industry, industry circles, scholars and experts. All 5 independent directors with different professional backgrounds are equipped with the knowledge, skills, literacy, and skill sets necessary to perform their duties. The level of female involvement in decision-making will be increased in accordance with the principle of diversity in the future. Diversified background information as shown in the figure:

The director selection system

Depending on the expertise of the directors, they are invited to participate in the discussion and guidance of specific issues.

• To discuss the strategic issues regarding the overall development of the Company every year to ensure that the strategy is comprehensive.
• To participate in the principles of fair treatment of customers promotion committee to help promote the principles of fair treatment of customers and the culture of valuing financial consumer protection.
• To participate in IRB working group meetings to provide guidance on the application of model evaluation in business, in order to facilitate the monitoring of IRB (Internal Ratings-Based Approach) in corporate governance, as a result to align with international standards and enhance the risk control culture.
• Participate in the data management committee, assist data governance work, and shape data governance culture.
• To actively direct the "customer experience improvement project" to help improve customer experience and develop innovative services.
• To assist in planning and serving as a lecturer for supervisors and new employees training courses.
• Participate in ESG sustainability initiatives and exert positive influence.
• Participate in the Technology Advisory Board to shape the technology vision of becoming "The most trusted financial-technology brand."

To ensure an effective Board of Directors and refine the quality of board decisions, various functional committees are created by authority and function under the Board of Directors and are responsible for deliberating proposals and major issues in the economy, the environment, the society and risks. The functional committees are composed or participated by independent directors, so that the committee's decision-making and recommendations are forward-looking, objective and comprehensive, effectively implement the mechanism of independent supervision and checks and balances, and ensure that all resolutions and actions of the board of directors are put forward. All important proposals of the functional committees are reported to and discussed in the Board of Directors meetings. Directors ask questions and provide suggestions regarding the aforementioned proposals during the meetings. In addition to full discussion, the directors also inspected and supervised the implementation of the plan from the perspective of various implementation progress, and urged the management team to make adjustments in due course. The Audit & Risk Management Committee and the Sustainable Development Committee report annually to the board on the implementation of risk management and sustainability. Their reports cover items such as identification of emerging risks and recent domestic and international regulatory compliance trends, ensuring that directors have sufficient information to oversee sustainability and climate-related matters. The director who have an interest in himself or the legal person he represents should recuse himself from the discussion. Some important proposals are also submitted to the shareholders' meeting for report and discussion to ensure the best interest of the interested party.

2025 Board of Directors and Functional Committees Meeting Status​

The 2025 shareholders' general meeting will be held physically and assisted by video, providing shareholders with multiple channels for exercising their rights. In addition to continuing to proactively report proposals such as " the company's project for promoting sustainable development ", " the communications with internal auditing officers by the Audit Committee ", amended "the Rules for Procedure of Shareholders' Meeting " to specify the rules for convening virtual shareholders' meetings, and provide appropriate alternative arrangements and necessary assistance for shareholders who have difficulty participating in virtual meetings, in order to safeguard shareholders' rights. In order to implement equal treatment of shareholders, insiders are expressly prohibited from using undisclosed internal material information to buy and sell securities, and insiders and directors who are informed of financial reports or performance contents are not allowed to trade their stocks during the closed period, and the relevant controls on stock trading are indeed established. Management measures and inspection and confirmation mechanism.

In 2025, each director will receive an average of 10.75 hours of training, which is higher than the legal recommendation. E.SUN annually plans the educational topics for the board of directors' training programs by referencing changes in internal and external environmental conditions and development needs. For example, in 2025, E.SUN provided sustainability and climate related training for the Board to further enhance directors’ expertise and literacy in sustainable development, enabling more effective oversight of the Company’s strategies for addressing sustainability and climate related risks and opportunities. Additionally, we periodically provide directors with information about diverse course offerings from training institutions, assessing their professional backgrounds and needs to increase course arrangements. This is to fulfill the fiduciary duty of diligent business execution and good management, thereby maximizing operational decision-making and leadership oversight functions.

Courses Organized by E.SUN in 2025:

E.SUN FHC, as approved by the Board of Directors, has established Board of Directors Performance Evaluation Policy that require annual performance evaluations of the Board of Directors, functional committees, and individual directors, and mandate an external assessment at least once every three years.

Internal evaluation

The 2025 evaluation results are as follows:

• The board actively partakes in the Company's operations; fully support the company's sustainable development and regularly review the sustainability implementation, fulfills its duties to instruct and supervise the Company's strategies, major business activities, and risk management practice, and establishes suitable internal control system. According to the evaluation result, 49 items were rated "excellent", total scoring rate of 100%.
• The overall performance of the functional committees was in line with corporate governance principles. The functional committees served their purposes as intended, effectively making the board more effective. The Company presented the results of the 2025 director performance evaluation on March 13, 2026, based on self-assessments conducted by the directors themselves and peer reviews
  • Self-assessment score: 99.80%.
  • Overall self-assessment score: 99.93%.
    
    

External evaluation by professional institutions

The Company has been devoted to planting corporate governance culture in the company system and daily operation. The Company has commissioned external professional organizations to conduct performance evaluation on the board every three years and to execute corporate governance evaluation certification every two years. In 2024, the Company was awarded the CG6014 (2023) the corporate governance system evaluation, "exceptional" certification, and the relevant recommendations were listed as priority corporate governance improvement plans.