Board of Directors

I. Succession Planning and Implementation for Board Members

1. The company's board members are elected by the shareholders’ meeting in accordance with the Articles of Incorporation and the Board Election Rules through a candidate nomination system. The board or shareholders holding at least 1% of shares nominate suitable candidates based on the company’s operational and future development needs, professional expertise, and diversity policies. Nominees may include incumbent directors, senior executives, and external professionals to ensure an optimal board structure and composition.
2. To promote sound board development and strengthen corporate governance, succession planning considers the Corporate Governance Practice Principles, emphasizing board diversity. In addition to limiting the number of directors serving as executives to no more than one-third of the board, diversity in gender and age is also considered. Professional backgrounds, such as transportation management, finance, accounting, law, information technology, environmental protection, and risk management, are taken into account, ensuring directors possess the necessary knowledge, experience, skills, and character to perform their duties effectively.

   To achieve corporate governance goals, the board as a whole must demonstrate the following competencies:

   • Business judgment
   • Financial and accounting expertise
   • Management skills
   • Crisis management
   • Industry knowledge
   • Global market insight
   • Leadership
   • Decision-making ability
3. To enhance board effectiveness, the company organizes annual training programs tailored to industry characteristics, directors' needs, and future trends. Senior executives also participate in professional development to build the expertise required for succession. Additionally, key executives regularly attend board meetings to gain firsthand experience of board operations and deepen their understanding of company performance.
4. To strengthen corporate governance and enhance board functionality, the company conducts at least one internal board performance evaluation annually in accordance with the Board Performance Evaluation Measures. The results serve as a reference for director reappointment and succession planning.

II. Succession Planning and Implementation for Key Management

The company provides internal and external training programs under an annual training plan to enhance the professional knowledge and skills of management personnel. Through biannual or ad hoc training sessions and participation in key business meetings, key management gains exposure to knowledge beyond their specialized fields, fostering cross-functional learning and professional growth.

For key management succession, senior executives and HR leaders conduct an ongoing review of the short-, mid-, and long-term (1-, 5-, and 10-year) leadership pipeline based on the company’s organizational and business development needs. They assess talent pools, plan leadership development, and identify high-performing candidates. In addition to performance excellence, emphasis is placed on integrity, accountability, and key leadership qualities, ensuring succession planning aligns with corporate governance principles.