Board of Directors

RESPONSIBILITY OF BOARD OF DIRECTORS

The board of directors of PCSC is responsible to the shareholders meetings. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.

Establishment of Board of Directors

According to the Article of Incorporation, the Company shall elect 9 directors and the term shall be three years.

Nomination and Election of Directors and Independent Directors

The 14th Board of Directors , which consists of 9 directors (including 3 independent directors and 2 female directors), has been elected at the Annual General Shareholders' meeting held on May 30, 2024.
PCSC adopted nomination system for directors in accordance with article 198 of the Company Act; each board members are elected from the nomination candidates list by shareholders during Annual General Shareholders’ meeting.
The company accepted the nomination from shareholders with more than 1% of the shareholding from March 22, 2024 to April 1, 2024; the board approved the qualifications of the nominees on April 30, 2024 and had passed to the Annual General Shareholders meeting for election.

Board Members

The board members were elected by shareholders during the Annual General Shareholders meeting held on May 30, 2024. The elected board members, including independent directors, are shown in the table below.

Board Diversity and Independence

(1) Board Diversity：

1. To strengthen the functions of the Board of Directors and to promote the sound development of the composition and structure of the Board of Directors, the Company has established a diversity policy in Corporate Governance Best Practice Principles and the Procedures for Election of Directors.
2. In accordance with the Corporate Governance Best Practice Principles and the Procedures for Election of Directors, the composition of the Board of Directors takes into consideration the diversity policy. In addition to the fact that the number of directors who are also managers of the Company shall not exceed one-third of the number of directors, the Company shall formulate appropriate diversity policies with respect to its own operations, business model and development needs, including but not limited to the following two major criteria to ensure that the directors of the company meet specific management objectives of professionalism and diversity:
   (1) Basic conditions and values: gender, age, etc.
   (2) Professional knowledge and skills: professional background, professional skills and industry experience, etc.
3. Please refer to the composition and duties of the Board of Directors in P.33 “Differences between Company policy and Corporate Governance Best-Practice Principles for TSE / GTSM Listed Companies and reasons for differences” of the annual report for the implementation of diversity of the Company’s board of directors.
4. In accordance with Article 20 of the Corporate Governance Best Practice Principles of the Company, the Board of Directors as a whole shall have the following competencies: (1) Operational judgement (2) Accounting and financial analysis skills (3) Administration Capability (4) Crisis Management Capability (5) Industry knowledge (6) International Markets perspectives (7) Leadership and (8) Decision-making capability. The diversity of individual director:

(2) Independence of the Board of Directors：
The Company has three independent directors, accounting for 1/3 of the total number of directors in accordance with the Company’s regulations. The Company also conducts a qualification check and issues a declaration letter for each independent director at the time of election, and obtains a declaration letter for each independent director’s independence and concurrent employment requirements, confirming that there are no circumstances specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act. More than half of the directors of the Company are not related to each other as spouses or second degree relatives. None of the independent directors are related to each other as described in the preceding paragraph.

Director Diversity：

Note: All board members met with the following conditions for the two years leading up to assuming their posts and while they held their posts. Please place a tick mark “” in the box under number that represents their situation.
(1) Not an employee of the company or any of its affiliates;
(2) Not a director or supervisor of the company or any of its affiliates.;
(3) Not a natural-person shareholder 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 amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders;
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the preceding subparagraphs 2 and 3;
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company, ranks as of its top five shareholders, or has representative director(s) serving on the company’s board based on Article 27 of the Company Law.
(6) Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company;
(7) Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company’s chairman or CEO (or equivalent);
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company;
(9) Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NTD500,000”;
(10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the company;
(11) Not been a person of any conditions defined in Article 30 of the Company Law; and
(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

Implementation of Conducting Evaluations of the Board of Directors, Individual Directors and Functional Committees:
(The 2023 evaluation results reported to the Board of Directors on February 27, 2024.)

Board performance evaluation results：

INDIVIDUAL DIRECTOR PERFORMANCE EVALUATION RESULTS：

Functional committees performance evaluation results:

EVALUATION RESULTS EXPLANATION:

• The board of directors, individual board members and functional committees operate well, and have a good grasp of the goals and tasks of the Company, agree with operation KPI, and meet governance requirements. They effectively promote the company sustainable operation, social responsibility, risk management and long-term strategic development to implement the spirit of corporate governance.
• Each functional committees operate well. The members possess independence and professionalism, meeting the governance requirements of the company and effectively fulfilling their roles.
• Based on the results of this performance evaluation, the company will continue to improve the functions of the board of directors, individual board members, functional committees, the quality of decision-making and refine the meeting procedures to improve the effectiveness of corporate governance.
• In 2023, the average actual attendance of the directors of the company (excluding proxy attendance) reached 100%; the average actual attendance of the functional committees was 100%.