Corporate Governance

Diverse board members

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

Procedure	Explanation
Nomination of directors	Candidates nomination system. Corporate Governance and Nominating Committee nomination. Shareholders with more than 1% of shares nominated.
List review	Nominees listed be approved by the Board of Directors. Comply with diversity standards such as gender, age, culture and nationality. Possess professional background, professional skills or industry experience, etc.
Shareholders vote	The Shareholders' Meeting adopts the cumulative voting system for electing directors. An electronic voting system has been introduced.
Job Execution and Evaluation	Prepare a directors' handbook for reference by directors. Regularly arrange multiple internal and external courses to enhance the professional functions of directors. The Board of Directors, functional committees and directors are regularly evaluated every year.

Board of directors information

Professional guidance and operational participation

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 knowledge sharing seminars to convey vision and mission.

Competent functional committees

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 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. Additionally, in response to the development of digital finance and to strengthen professional support for the Board of Directors, a Technology Advisory Board was newly established as a general committee of the Board of Directors in June 2023.

2024 Board of Directors and Functional Committees Meeting Status

Name	Times	Average Attendance Rate (%)	Members	Independent directors	Frequency
Board of Directors	9	99.07	12	5	Be held at least quarterly
Audit Committee	7	100	5	5	Be held at least quarterly
Corporate Governance and Nomination Committee	4	100	7	5	Be held at least twice a year
Remuneration Committee	3	100	5	5	Be held at least twice a year
Board Strategy Development Committee	2	100	10	5	Be held at least a year
Sustainable Development Committee	4	100	5	3	Be held at least twice a year
Risk Management Committee	5	100	5	3	Be held at least quarterly

Note：

To enhance the operational efficiency of the Board of Directors, on June 23, 2025, the Board approved the merger of the Risk Management Committee into the Audit Committee, renaming it the "Audit and Risk Management Committee," with all members being independent directors.
Article 34-1 of the E.SUN Financial Holdings Corporate Governance Best Practice Principles stipulates that each of the director should personally attend 80% or more routine board meetings.

Protection of shareholders' rights and interests

The 2024 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 "specific promotion plan for sustainable development", "communication between the Audit Committee and the head of internal audit", amended "the regulation of Asset Acquisition or Disposal Procedures " to require that related-party transactions for acquiring or disposing of assets be reported to the shareholders' meeting, in order to strengthen the management of related-party transactions. In order to protect the rights and interests of shareholders and 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.

Training for directors

In 2024, each director will receive an average of 10.92 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 2024, the focus will be on gender equality education and prevention of sexual harassment to further enhance the board's awareness of gender issues, thereby fostering a gender-friendly workplace environment. 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 2024:

Training course	Training hour
Impact of the Internal Ratings-Based Approach of the Basel Accord on Capital Management	2
Trends and Developments in Anti-Money Laundering Supervision at Domestic and Foreign	3
AI and Treat Clients Fairly	3
Technological Governance and Sustainable Development	3

Evaluation of board performance

Internal evaluation

The Company completed the 2024 board and functional committee performance evaluation. The results are presented below:

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 2024 director performance evaluation on February 14, 2025, based on self-assessments conducted by the directors themselves and peer reviews

Self-assessment score: 99.73%.
Overall self-assessment score: 99.80%.

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 2018, 2020, 2022 and 2024, the Company was awarded the CG6011 (2017), CG6012 (2019), CG6013 (2021) and CG6014 (2023) the corporate governance system evaluation, "exceptional" certification, and the relevant recommendations were listed as priority corporate governance improvement plans.