SEEC establishes its articles of association and organizational structure based on regulations, with the Board of Directors as the highest governance body. Under the Board are the Audit Committee,Compensation Committee, Sustainability Committee, and Audit Office to strengthen corporate governance and maintain optimal business operations and shareholder interests.

As technology rapidly advances and climate change continues to evolve, businesses must base their operations and governance on sustainability as a cornerstone of decision-making. By implementing an independent director system, encouraging continuous education for directors, assessing director independence, and appointing a corporate governance officer to ensure proper governance, and by complying with relevant laws and guidelines, companies can enhance transparency and timeliness of information. Early disclosure of financial reports and annual shareholder reports, and creating sustainability reports in accordance with standards such as GRI, SDGs, TCFD, and SASB, all help to strengthen communication with stakeholders and foster a positive communication environment, thereby facilitating mutual growth and building a sustainable SEEC.

Corporate Organizational Structure

Board Diversity

The highest governance level at SEEC is the Board of Directors. Since 2014, the selection of directors (including independent directors) has followed a nomination system to enhance transparency and protect shareholder rights.

The composition of the Board considers the company's operational structure, business development, and future trends, evaluating diversity in nationality, age, tenure, management capability, cross-cultural leadership, and industry knowledge and experience.

The current Board (21st term) serves from June 21, 2023 to June 20, 2026, consisting of 15 male directors, including 5 executive directors and 3 independent directors. Chairman Emmet Hsu does not concurrently serve as the Company's General Manager. There are 2 familial relationships among directors (Chairman Emmet Hsu and Director Bryant Hsu are father and son), compliance with the provisions of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

SEEC has 15 board members, of which directors with employee status account for 40%, independent directors make up 20%, and foreign directors approximately 27%. There are 10 directors under the age of 60 (about 67%), 1 director aged 61 to 70 (about 13%), and 4 directors over the age of 71 (20%). Considering the needs of operational development and diversified management, the Company focuses on the professional experience, knowledge, and skills of the board members. Efforts have been made to increase the number of directors with expertise and experience beyond the electrical industry.Currently, nine board members (60%) possess extensive experience and expertise in finance, business, and management, significantly exceeding the initially set target of 10%.

Board Operations

According to the Company's Articles of Incorporation, the Board of Directors meets at least once a quarter to oversee and understand the implementation of operational plans, the presentation of financial statements, audit reports, and their follow-up situations. In 2023, a total of 5 board meetings were held, with an average actual attendance rate (including proxy attendance) of 100% for all directors. Significant regulations formulated/revised by the board in 2023 include: "Company  Articles of Incorporation," "Sustainability Report Preparation and Verification Procedures," "Sustainable Development Committee Organization Regulations," "Internal Control System Implementation Rules," and "Internal Audit Implementation Rules." Key resolutions of the board are also published in the Investor Relations section of the company website,and important company regulations such as the Company Articles, Corporate Governance Practice Guidelines, and Risk Management Practice Guidelines are made publicly available for reference.

To enhance corporate sustainable governance and strengthen the management function of the Board of Directors, the Company established a Compensation Committee on November 25, 2011, and an Audit Committee on May 10, 2017, as decided by the Board of Directors. The organization rules for both the Compensation Committee and the Audit Committee were established, and in May 2023, the "Sustainable Development Committee" was adjusted to a formal functional committee,with its organization rules established as well. All committee members are independent directors from the board (3 seats).In 2023, the Compensation Committee held 4 meetings, with a 100% attendance rate for all members; the Audit Committee also held 4 meetings, with a 100% attendance rate (including proxy attendance) for all members; and the Sustainable Development Committee held 1 meeting, with a 100% attendance rate for all members.

Director and Manager Compensation Policy

The remuneration policy for the directors of the Company is handled in accordance with Article 235-1 of the Company Act. It is proposed by the Compensation Committee and executed following a resolution by the Board of Directors. Additionally, it is stipulated in the Company's articles of Incorporation the Company profits in a given year, up to 4% of the profits should be allocated for director remuneration. However, if there are accumulated losses, an amount must be reserved in advance to cover these losses.

The annual compensation package for senior corporate governance personnel, senior managers, and executive officers consists of salaries, bonuses, and profit-sharing employee bonuses. For senior executives, the employee bonus amount generated by company performance accounts for about 10% to 30% of the annual compensation, indicating a strong correlation between company performance and annual remuneration. The compensation of senior executives, in addition to being approved by the Compensation Committee in accordance with legal requirements, is also appropriately disclosed in the Company's Annual Report, allowing all  stakeholders to fully understand the high connection between senior executive compensation and company operational performance.When approving senior anagement compensation, the Compensation Committee also consults with external professional compensation consultants for advice.

Compensation Policies,Standards and Combinations           

The remuneration of the directors of the company (including independent directors), is stipulated under Article 2 of the Company's Articles of Incorporation. The remuneration is suggested based on the Company's operational status and industry standards, and is approved by the board of directors in accordance with legal procedures. According to Article 5 of the rules concerning the scope of responsibilities of independent directors, the remuneration of independent directors may also be determined through relevant legal procedures as a fixed monthly payment, and they do not participate in the Company’s profit distribution. The compensation for the General Manager and Deputy General Managers includes salary and various bonuses,which are determined in consideration of the salary levels of comparable external companies.

Procedure for determining Remuneration

The remuneration items for the General Manager and Deputy General Managers are determined based on their involvement and contribution to the Company's operations and benchmarked against the salary levels of similar external companies. The remuneration is approved by the Chairman, reviewed by the Compensation Committee, and implemented upon the Board of Directors' approval. To accurately reflect the achievement of performance indicators, the Chairman’s performance is measured based on operational, governance, and financial results, including pre-tax net profit, corporate governance evaluation, and sustainable development indicators. The General manager’s performance evaluation includes operational safety management,supervision of financial plans, revenue management, internal control enhancement, quality assurance, and sustainability-related performance goals.

Director Continuing Education

In accordance with the "Guidelines for the Continuing Education of Directors and Supervisors of Listed and OTC Companies," the Company requires new directors to complete at least 12 hours of education in the year of their appointment and a minimum of 6 hours each year thereafter. Reappointed directors are also required to complete at least 6 hours of education annually during their term. To ensure that directors continuously enhance their knowledge, the Company regularly provides them with information about available courses. In 2023, the educational content for the board members included corporate management, corporate governance, taxation, sustainable development,compliance, ethical management, anti-corruption, and net-zero emissions, among other training courses. All directors have met the required educational hours,and the details of their education are disclosed in the annual report and on the Public Information Observation Station. The Company continues to plan further educational courses for directors, gradually increasing topics related to ESG to provide directors with an understanding and mastery of sustainable trends.

Specific courses related to integrity and anti-corruption included "Duties and Responsibilities of Directors of Listed Companies," "Protection of Trade Secrets and  Non-Competition," "Corporate Legal Compliance and Director Duties," "Corporate Governance and Analysis of Major Fraud and Significant Cases," "How Corporations Can Respond to International Anti-Tax Avoidance Measures," "Corporate Governance - Impact Investing Workshop," and "Introduction and Case Analysis of Insider Short-Term Trading." A total of 15 directors participated in these courses, with a 100% participation rate among all directors.

Board of Directors and Functional Committees Performance Evaluation

To implement corporate governance and enhance the functionality of the Company's Board of Directors, performance goals are established to improve board efficiency. In accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," the Company has formulated the "Board Performance Evaluation Procedures," approved by the Board of Directors, which stipulate that the Board,individual directors, and functional committees should be evaluated annually.

In 2023, the company conducted internal performance evaluations for the entire Board, individual Board members, and functional committees using internal self-assessment questionnaires. The evaluations were carried out using the "Board Performance Self-Evaluation Questionnaire," "Board Member Performance Self-Evaluation Questionnaire," and "Functional Committee Performance Self-Evaluation Questionnaire." The results of the evaluations were between 5 points for "Strongly Agree" and 4 points for "Agree," with directors generally expressing strong agreement on various operational indicators. The evaluations showed that the Board and its committees are functioning well, meeting corporate governance requirements, effectively strengthening the Board's roles, and protecting shareholder interests. The results of the 2023 Board performance evaluation were reported at the Board meeting on March 12, 2024.

Conflict of Interest Management

To avoid conflicts of interest among directors, all newly appointed directors are required to sign a consent form, indicating their willingness to comply with Article 23 of the Company Act, which mandates the faithful execution of duties and the exercise of due care of a good administrator. Additionally, all directors must sign a declaration confirming their understanding of Article 206 of the Company Act concerning the abstention from voting rights and the legal consequences of violations. The Company's Corporate Governance Best Practice Principles (Article 32) and Board Meeting Rules (Article 16) also clearly stipulate the director's conflict of interest avoidance system, which is strictly enforced.

In 2023, there was 1 instance where a director abstained from voting on a matter due to a conflict of interest. The agenda item involved a donation to the "Chin-Teh, Hsu Memorial Foundation" (Board Meeting Date: November 8, 2023).

Furthermore, in accordance with Article 11 of the company's "Ethical Corporate Management Best Practice Principles," the Company, its directors, managers, employees, appointees, and actual controllers must comply with the Political Donations Act and internal procedures when making direct or indirect donations to political parties or individuals involved in political activities. They must ensure the donation's purpose aligns with the intended objective and must not seek commercial benefits or transactional advantages through such donations. There were no instances of political donations in 2023.

Contact：Sustainable Development Division ESG@seec.com.tw