Sustainable Corporate Governance

Corporate Governance Framework

Board of Directors

• Profiles and Responsibilities

Title	Name	Gender	Age		Major educational background	Major experience
			60-65	> 65
Chairman	Chen, Ching-Kang	Male		✔	Doctor of business administration from Macau University of Science and Technology	CEO, PLANET Technology Corporation
Director	Hsu, Hwa-Lin	Female		✔	Department of Music, Chinese Culture University	VP and Chief Sustainability Officer, PLANET Technology Corporation
Director	Li, I-Chuan	Male	✔		Doctor of business administration from Macau University of Science and Technology	General Manager, Zhan Yue Construction Corporate
Independent director	Chen, Shuh	Male		✔	Doctor of commercial science from National Taiwan University	CEO, Central Investment Co., Ltd.
Independent director	Huang, Hsin Hsien	Male	✔		School of Law, Soochow University	Director, Jianyuan Law Firm
Independent director	Chang, Pao-Thai	Female	✔		CEO Training Class, Antai College of Economics & Management, STJU	CEO, Premier International Development Inc.
Independent director	Chen, Chun-Mei	Female		✔	Department of International Business, Feng Chia University	Director, The First Leasing Corporation

• Diversity Policy and Implementation

To ensure a sound Board structure, the Company has established diversity policy objectives that consider professional capabilities, gender equality, and independence when selecting Board members.

Items	Goal of Diversity Policies	Results
Professional Capability	To have at least one director specializing in business, sustainability, law, finance & accounting or other expertise and knowledge required by the Company, so as to complement each other's strength, better supervise the Company's operation and maximize shareholders' rights and interests.	Among the current seven directors, there are one or two directors with expertise respectively in business, sustainability, legal affairs, accounting and other professional and industrial knowledge required by the Company's business operations such as technology, construction, finance, law and human resources. All those have comprehensive benefits for the Company's future development.
Gender Equality	To have no less than 1/3 of Board seats held by women.	At present, three of the seven directors are female, accounting for 43%.
Independence	The number of independent directors shall not be less than 1/3 of the total number of directors.	At present, four of the seven directors are independent directors, accounting for 57%.

Functional Committee

Committee Name	Position	Name	Status
Audit Committee	Chairman	Chen, Shuh	Independent Director
	Member	Huang, Hsin Hsien	Independent Director
	Member	Chang, Pao-Thai	Independent Director
	Member	Chen, Chun-Mei	Independent Director
Remuneration Committee	Chairman	Chang, Pao-Thai	Independent Director
	Member	Chen, Shuh	Independent Director
	Member	Huang, Hsin Hsien	Independent Director
	Member	Chen, Chun-Mei	Independent Director
Sustainable Development Committee	Chairman	Hsu, Hwa-Lin	Director
	Member	Chen, Shuh	Independent Director
	Member	Huang, Hsin Hsien	Independent Director
	Member	Chen, Chun-Mei	Independent Director
Risk Management Committee	Chairman	Huang, Hsin Hsien	Director
	Member	Chang, Pao-Thai	Independent Director
	Member	Lin, Man-Tsu	Independent Director
	Member	Chen, Chun-Mei	CFO
Nomination Committee	Chairman	Chen, Chun-Mei	Independent Director
	Member	Chen, Ching-Kang	CEO
	Member	Chang, Pao-Thai	Independent Director

Risk Management

On December 22, 2020, the Company set up its Risk Management Committee, a functional committee under the Board, in order to reduce its operational risks and implement corporate governance. The Risk Management Committee, responsible for implementing risk management, has three members, more than half of the independent directors (including two independent directors), among whom the convenor of the committee, Huang, Hsin Hsien, has legal expertise and possesses the professional competence required by the committee. To implement Sustainable Governance, PLANET compiled its Sustainability Report and included the climate-related risks and opportunities posing financial impacts on the company in the report. The Risk Management Committee holds at least two meetings each year to review the policies and implementation status and report to the Board. Risk monitoring is carried out by the Audit Office to ensure the effectiveness of risk management. The term of office of the Risk Management Committee members is the same as the term of office of the Board that appoints the committee members.

On December 21, 2022, in accordance with the "Risk Management Best-Practice Principles for TWSE/TPEX Listed Companies", PLANET renamed the "Regulations of Risk Management Committee" into "Organizational Procedures of Risk Management Committee", and revised the regulations and added the "Risk Management Policies and Procedures" to strengthen the Company’s risk management and improve its crisis response ability, so as to achieve the goal of risk control and lay a solid foundation for the sustainable operation of the Company.

The Company has established the "Internal Control System", the "Implementation Rules for Internal Audit", the "Organizational Procedures of Risk Management Committee" and the "Risk Management Policies and Procedures", and the amendments of these regulations are subject to the approval of the Board of Directors. The Company also has an Audit Office, which is directly responsible for the Board of Directors and assists the Board and management to supervise various internal systems and procedures. The Audit Office implements annual audit plans to ensure the effectiveness of internal control systems, the reliability of financial reporting and compliance with relevant laws and regulations, and provides recommendations for improvement when appropriate.

◾ Risk Management Policy and Procedures

PLANET has established its risk management policy and procedures appropriately after considering the overall size, business characteristics, risk nature and operational activities of the Company and its subsidiary. The policy and procedures cover the following aspects:

• Risk management objectives
• Risk governance and culture
• Risk management organizational structure and responsibilities
• Risk management procedures
• Risk reporting and disclosure

The company has set up a sound risk management structure to manage all kinds of risks that may affect the achievement of the company's objectives. The company integrates risk management into operational activities and daily management process to achieve risk management objectives.

◾ Organizational Structure of Risk Management Committee

For effective control of business risks, PLANET established the Risk Management Committee which is under the board of directors and responsible for the implementation of risk management, and reports to the board of directors regularly. The committee is composed of members respectively controlling corporate risks, financial risks and operating risks. Procedures have also been formulated on risk identification, measurement, monitoring, reporting and handling.

◾ Risk Management Processes and Operations

The Company's risk management process includes risk identification, risk analysis, risk assessment, risk response, risk monitoring and review, and is carried out through PDCA circle management approach.

◾ Ethical Business Operation

PLANET requires all its staff members, supervisors, managers, and directors not to engage in or use any reason to instruct other people to engage in any illegal or unethical activities. The rules of integrity must be strictly observed, while employee code of conduct must be established and clarified. Employees are also required to protect corporate assets and reputation and observe other company rules. As to execution of business activities, product design and procurement, employees must follow relevant rules and regulations and perform strict observance of discipline. PLANET explicitly states in its Rules Governing Ethical Corporate Management that it prohibits offering or taking of bribes, offering of illegal political donations, inappropriate sponsorship or charity donations, offering of improper gifts, treatment or other unjustified benefits, infringement of intellectual property rights and unfair competition. PLANET has also established prevention measures and procedures to prevent products or services from causing damages to the interests of stakeholder, protect the rights of customers and prevent loss of assets, penalties and damage to reputation of the company.