Corporate Governance

CTCI is committed to promoting a transparent, responsible and effective overseeing corporate governance system, and implementing the diversity and independence of board members. We are looking forward to inspiring visionary decisions to respond potential risks and challenges of the Company by integrating different views. To safeguard shareholder rights and enhance the transparency and fairness of decision-making, the amendment to the Articles of Incorporation must be approved by a resolution of the Shareholders' Meeting of the Company in accordance with Article 277 of the Company Act. CTCI has achieved the highest recognition, 8 times in the "Top 5% of the Corporate Governance Evaluation System" and in the "Top 10% of listed companies in the non-finance and nonelectronics industry with a market value of TWD 10 billion."The performance is highly recognized, ranking among the constituents of the TWSE Corporate Governance 100 Index, and making a leader in the listed companies and corporate governance.

Composition of Board of Directors

CTCI's Board of Directors is the Company's highest decision-making team. In addition to exercising the power granted by the Company Act, the Articles of Incorporation and resolution of the shareholders' meeting and supervising the management's policy implementation results, they also oversee sustainable development's plans and execution. According to the Articles of Incorporation, the Company shall have nine to thirteen directors (including independent directors), who shall be elected through the candidates nomination system for the term of three years. The number of independent directors shall be at least three and shall be no less than one-fifth of the total number of the directors.

Directors' Diversity

The nomination and election of CTCI's directors (including independent directors) follow the candidate nomination system of Article 192-1 of the Company Act and are elected by the Shareholders' Meeting from the candidate list. Independent directors follow the Company Act and regulations of the competent securities authority. CTCI's "Corporate Governance Principles" stipulate that the Board composition should be diverse, and that appropriate policies should be formed with regard to the Board's operations, operating dynamics and development needs, which includes but is not limited to basic profile and value, and professionalism and skills. All members of the Board should possess necessary knowledge, skills, competence about 8 abilities to perform their duties.
According to corporate principles, among the board members of the Company, Chairman Michael Yang, Director John T. Yu, Director Quintin Wu, Director Johnny Shih, Director Yancey Hai, Director Wenet Pan, and Director Paul Chen are all corporate managers of listed companies from different industries. These industries include engineering consultants, plastics, textiles, electronics and optoelectronics. These members not only excel at leadership, management, decision-making, and execution --
they are also prominent leaders in their respective industries. As for the independent directors, we have, former Vice Chairman of Public Construction Commission Chien-Chung Li, former Minister of Economic Affairs Yen-Shiang Shih, qualified accountant Yi-Fang Chen and former Director General of Department of Foreign Exchange of Central Bank Harry Yen. These four members are either iconic figures from their respective industries, government, or academia. This allows CTCI to attain its goals of diversity and complementarity professionals to serve on its Board. The detail of the diversity composition of the Board of Directors has been disclosed on official website.

Structure of Board of Directors

TCI has one-tier board. CTCI's 16th board of directors has 11 directors and their average duration was 12.19 years in the end of 2025. The Company have four independent directors, accounting for 36% of the total, all members serve under three terms; five non-executive directors, accounting for 45% of the total; and one female director and has achieved the goal of diversity policy of at least one female director. CTCI Chairman is also the member of Managing officer and serves as Vice Chairperson of Management Strategy Committee to quickly respond to various challenges.

The Operation of Board of Directors

The Board shall convene a meeting at least once every quarter. As of the end of 2025, there are 7 meetings of the board of directors were held, the average attendance rate of Board Meetings was 87%. The matters shall be submitted to the board of directors for approval (corporate business plan; annual financial reports; adoption or amendment and an assessment of the effectiveness of the internal control system; offering, issuance or private placement of equity-type securities; appointment or discharge of a accounting officer; a donation to a related party or a major donation to a non-related party; any material matters that need to be approved by a resolution of the shareholders' meeting or by the board of directors' meeting or by the Articles of Incorporation or the competent authority.), upon resolution of the board, be announced through the Market Observation Post System and be disclosed on official website and annual report. There are 76 major resolutions approved by the board of directors in 2025. Please refer to page 132 to page 136 in the CTCI 2025 Annual Report.
In order to effectively supervise the Company's operations and risks, CTCI Board has established four functional committees "Audit Committee," "Remuneration Committee," "Nominating Committee" and "Sustainability and Information Security Committee." That could enhance the quality and efficiency of decision-making as well as to strengthen sustainable development.
To keep improving operation efficiency of the Board, there is "Regulations Governing the Board
Performance Evaluation"(the "Regulation") in place that evaluates the whole Board of Directors,
individual directors and functional committees. Such internal board performance evaluation is
carried out at least once a year and external board performance evaluation is carried out at least once every 3 years by an external independent professional institution or a panel of external experts and scholars. The "Regulation" was revised with the resolution of the board of directors on December 15, 2023, and "Participation in sustainable management (ESG)" was included in the evaluation indicators to strengthen the aspect of sustainable governance. The Board performance evaluations in 2025 were carried out at the beginning of 2026 by self-evaluation of individual Board members, the results of which showed that the board is operating well. As to external evaluation, the latest external evaluation is completed in August, 2024, and report to Nominating Committee and the Board of directors in December, 2024. We will arrange another external evaluation in 2027. Above results are considered by nominating the candidate of Directors. The report result has been disclosed on official website.

Remuneration policy

The Remuneration Committee formulates and reviews the performance evaluation and remuneration policies of CTCI's directors and managers on a regular basis. The remuneration policy, long-term incentives and payment standards for the Chairman (CEO) and all managerial officers are reviewed by the Remuneration Committee and submitted to the Board of Directors for approval. The remuneration to directors (including the Chairman (CEO)) is determined by the Board of Directors with reference to the standards of listed companies in the industry and their contribution, and the company's operating performance (consolidated revenue, earnings per share, and return to shareholders). Managerial salaries are closely tied to the company's operational results and performance. Each year, based on the company's performance indicator scores and in reference to the compensation levels in the industry, the proposal for managerial remuneration is determined. For the details of the remuneration policy, standard, and combination of the company, the association in setting remuneration, and the correlation with the business performance and future risk, please refer to pages 37 and 38 of the CTCI 2025 Annual Report.
　
To effectively integrate sustainability goals into corporate operation management and strengthen promotion, CTCI incorporates relevant sustainability performance indicators to the annual performance evaluation of senior executives―including the CEO―thereby ensuring the linkage of sustainable development with the corporate operation decision-making. Among them, special performance indicators have been established for managing climate change issues, including "Gross Profit Achievement Rate ( which incorporates internal carbon pricing)" and "Contract Amount Achievement Rate (including green engineering)"as financial indicators. Additionally, non-financial indicators are used, such as "Net Zero EPC Achievement Rate" and "Greenhouse Gas Management Outcomes," so that the management is forced to take into consideration of climate actions and carbon emissions reduction management during the operational planning and decision-making process.

In addition, for the variable remuneration of the Chairman (CEO), the performance score is obtained by comparing the consolidated revenue, return on equity (ROE), and earnings per share (EPS) data for the current year against the values of the past 5 years, which serves as the basis for determining whether the financial performance indicators have been achieved. In 2025, CTCI's highest personal annual income (as the company's CEO) is 26.86 times the median annual total remuneration of other employees, and the highest personal annual income growth rate is -0.66 times the median of other employees' annual total remuneration. "Other employees" refers to those who have been employed for more than six months during the year, excluding the highest-paid individual for that year. The median percentage increase in remuneration is calculated based on the median of individual remuneration growth rates across all employees.