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Board of Directors OperationBoard of Directors Operation

Board of DirectorsBoard of Directors

Starting from 2018, HFC has adopted the candidate nomination system for the election of directors. The shareholders' meeting shall elect directors from the list of candidates for a term of three years according to the Company Act. HFC has established the “Corporate Governance Best Practice Principles,” which stipulates that the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs be formulated and include. The “Rules Governing the Duties of Independent Directors” have also been formulated to clearly regulate the number of independent directors attending board meetings, matters to be resolved by the board of directors, the exercise of their powers and duties, as well as their continuing education, so as to enable the independent directors to carry out their functions effectively. Conflicts of interest and recusal are also specified in the Corporate Governance Best Practice Principles.Starting from 2018, HFC has adopted the candidate nomination system for the election of directors. The shareholders' meeting shall elect directors from the list of candidates for a term of three years according to the Company Act. HFC has established the “Corporate Governance Best Practice Principles,” which stipulates that the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs be formulated and include. The “Rules Governing the Duties of Independent Directors” have also been formulated to clearly regulate the number of independent directors attending board meetings, matters to be resolved by the board of directors, the exercise of their powers and duties, as well as their continuing education, so as to enable the independent directors to carry out their functions effectively. Conflicts of interest and recusal are also specified in the Corporate Governance Best Practice Principles.

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Composition of directorsComposition of directors
The directors' duties include establishing a good board governance system, supervising, appointing and directing the company's management, strengthening the management function, and being responsible for the overall operation of the company's economic, social and environmental aspects, and striving to maximize the interests of stakeholders. A total of 7 board meetings were held in 2023. The in-person attendance rate of directors reached 97%. The directors proactively participated in and fully discussed in the meetings. In addition, in accordance with the "Regulations Governing Meetings of the Board of Directors," all directors are self-disciplined and recused themselves from participating in the discussion and voting on matters that they or the juridical persons they represent have an interest in and could be detrimental to the Company's benefits. Important resolutions made by the board of directors are also disclosed on the official website in accordance with the principle of integrity, openness, and transparency. The directors' duties include establishing a good board governance system, supervising, appointing and directing the company's management, strengthening the management function, and being responsible for the overall operation of the company's economic, social and environmental aspects, and striving to maximize the interests of stakeholders. A total of 7 board meetings were held in 2023. The in-person attendance rate of directors reached 97%. The directors proactively participated in and fully discussed in the meetings. In addition, in accordance with the "Regulations Governing Meetings of the Board of Directors," all directors are self-disciplined and recused themselves from participating in the discussion and voting on matters that they or the juridical persons they represent have an interest in and could be detrimental to the Company's benefits. Important resolutions made by the board of directors are also disclosed on the official website in accordance with the principle of integrity, openness, and transparency.

Board of Directors Performance EvaluationBoard of Directors Performance Evaluation

To enhance the effectiveness of the board of directors, HFC has formulated the "Board of Directors' Performance Evaluation Measures" and conducts a annual board performance evaluation at the end of December each year and an external evaluation at least once every three years. In the fourth quarter of 2023, HFC commissioned the Taiwan Institute of Ethical Business to conduct an external evaluation of the performance of the board of directors, and the results of the evaluation were reported to the board of directors on January 24, 2024. The performance evaluation was conducted by means of questionnaires and on-site interviews to assess the effectiveness of the board of directors and the functional committees respectively.To enhance the effectiveness of the board of directors, HFC has formulated the "Board of Directors' Performance Evaluation Measures" and conducts a annual board performance evaluation at the end of December each year and an external evaluation at least once every three years. In the fourth quarter of 2023, HFC commissioned the Taiwan Institute of Ethical Business to conduct an external evaluation of the performance of the board of directors, and the results of the evaluation were reported to the board of directors on January 24, 2024. The performance evaluation was conducted by means of questionnaires and on-site interviews to assess the effectiveness of the board of directors and the functional committees respectively.

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Audit CommitteeAudit Committee

2 meetings were held during 2023. Attendance in person reached 100%.2 meetings were held during 2023. Attendance in person reached 100%.

In order to strengthen the functions of the Board of Directors and the Company's internal control mechanism, and to assist the Board of Directors in carrying out its duty and authority to supervise the effective execution of the functions of the Company in compliance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations, including overseeing the quality of the Company's accounting, financial reporting and internal control procedures, HFC established an Audit Committee in 2018 in accordance with the "Audit Committee Charter", with all independent directors as members, which meets at least four times a year.In order to strengthen the functions of the Board of Directors and the Company's internal control mechanism, and to assist the Board of Directors in carrying out its duty and authority to supervise the effective execution of the functions of the Company in compliance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations, including overseeing the quality of the Company's accounting, financial reporting and internal control procedures, HFC established an Audit Committee in 2018 in accordance with the "Audit Committee Charter", with all independent directors as members, which meets at least four times a year.

ESG CommitteeESG Committee

2 meetings were held during 2023. Attendance in person reached 100%2 meetings were held during 2023. Attendance in person reached 100%

To facilitate the implementation of the corporate social responsibility policy and sustainable development, HFC has upgraded the CSR Committee from being governed by the General Manager to being governed by the Chairman, and renamed it the ESG Committee since September 2021. It holds at least two meetings per year. Items of authority as following: 1. Reviewed the implementation of corporate social responsibility and sustainable development measures and suggestions. 2. Set out the main corporate social responsibility direction and outlined an annual implementation plan and progress.To facilitate the implementation of the corporate social responsibility policy and sustainable development, HFC has upgraded the CSR Committee from being governed by the General Manager to being governed by the Chairman, and renamed it the ESG Committee since September 2021. It holds at least two meetings per year. Items of authority as following: 1. Reviewed the implementation of corporate social responsibility and sustainable development measures and suggestions. 2. Set out the main corporate social responsibility direction and outlined an annual implementation plan and progress.

Remuneration CommitteeRemuneration Committee

4 meetings were held during 2023. Attendance in person reached 100%.4 meetings were held during 2023. Attendance in person reached 100%.

To enhance corporate governance, we regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors and managerial officers. Make the Company's remuneration system more transparent and fair to protect the rights and interests of shareholders. By combining the personal performance of directors and managerial officers, the Company’s operating performance and future risks, we set a reasonable remuneration policy to help the Company attract and retain talents, thereby improving corporate productivity and operating performance and promoting sustainable operation development. In accordance with the "Remuneration Committee Charter", HFC established a Remuneration Committee in 2018, with all independent directors as members, which meets at least twice a year.To enhance corporate governance, we regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors and managerial officers. Make the Company's remuneration system more transparent and fair to protect the rights and interests of shareholders. By combining the personal performance of directors and managerial officers, the Company’s operating performance and future risks, we set a reasonable remuneration policy to help the Company attract and retain talents, thereby improving corporate productivity and operating performance and promoting sustainable operation development. In accordance with the "Remuneration Committee Charter", HFC established a Remuneration Committee in 2018, with all independent directors as members, which meets at least twice a year.

Risk Management Committee Risk Management Committee

3 meetings were held in 2023, Attendance in person reaching 100%.3 meetings were held in 2023, Attendance in person reaching 100%.

HFC established a Risk Management Committee in September 2021 with a total of three members. The independent directors serve as the convener and committee members. The committee should hold at least two meetings per year and is responsible for regularly reviewing the Company's risk management policies and procedures and making suggestions. It reviews changes in the quality of the Company's financial assets, risks borne, and trends every six months and regularly reviews the requirements of competent authorities and the Board of Directors for compliance, management mechanisms, and other issues related to risk management. For the above issues, it submits its suggestions and review results to the Board of Directors. A total of three meetings were held in 2023 to discuss asset quality management reports, money laundering and terrorism financing risk assessment reports, and amendment to the risk management policy. The attendance was 100%.HFC established a Risk Management Committee in September 2021 with a total of three members. The independent directors serve as the convener and committee members. The committee should hold at least two meetings per year and is responsible for regularly reviewing the Company's risk management policies and procedures and making suggestions. It reviews changes in the quality of the Company's financial assets, risks borne, and trends every six months and regularly reviews the requirements of competent authorities and the Board of Directors for compliance, management mechanisms, and other issues related to risk management. For the above issues, it submits its suggestions and review results to the Board of Directors. A total of three meetings were held in 2023 to discuss asset quality management reports, money laundering and terrorism financing risk assessment reports, and amendment to the risk management policy. The attendance was 100%.