Board of Directors Structure

The highest governance body of WPG Holdings is the Board of Directors, which is led by the Chairman, coordinating the promotion and implementation of the Company's various corporate governance affairs. The Board of Directors holds ultimate supervisory responsibility for the overall operational performance and major affairs of the Company, and makes decisions on key matters such as investments, mergers, and acquisitions. Concurrently, the Board of Directors oversees the management team to respond to changes in relevant domestic and foreign laws and regulatory environments.

To enhance governance efficiency, the responsibilities of the Chairman and the Chief Executive Officer (CEO) are distinctly divided. The CEO is a professional manager who is responsible for implementing the decisions of the Board of Directors and comprehensively managing the Company's operations and business results within the scope of authorization.

A comprehensive re-election of the Company's Board of Directors was completed on May 31, 2023, with a term from May 31, 2023, to May 30,
2026, forming the 7th Board of Directors. The Board consists of a total of 9 directors, including 4 independent directors. In 2025, the Board of
Directors convened a total of 11 meetings, with an in-person attendance rate of directors reaching 98.99%, which follows the provisions stipulated in Article 38 of the Company's Corporate Governance Best Practice Principles: "The in-person attendance rate of all directors of the company shall be at least 80%". Regulatory requirements were fully adhered to throughout the operational process of the Board of Directors, and the mechanism for the avoidance of directors' conflicts of interest was strictly executed. For more detailed information regarding the operation of the Board of Directors, please refer to the Annual Report of the Shareholders' Meeting.

Diversity of the Board of Directors and Performance Evaluation

Board Nomination Mechanism

The selection and nomination of the Board of Directors is based on the provisions of the Articles of Incorporation, the "Rules Governing the Election of Directors", and the "Corporate Governance Best Practice Principles", employing a candidate nomination system through a fair, impartial, and open process. The nomination and election of board members comprehensively consider the corporate operational models and long-term development strategies, taking into account factors such as professional background, expertise, industry experience, gender, age, and nationality to ensure that the Board of Directors possesses the overall capability to support the sustainable management of the company.

In accordance with Article 20, Section 4 of the "Corporate Governance Best Practice Principles," the diversity policy for the composition of the Board of Directors encompasses two major criteria: basic conditions and professional competencies. In addition to the core expertise in the electronic components industry, the backgrounds of the directors also cover diverse fields, including investment management, strategic management, financial accounting, law, and international markets.

Diverse Backgrounds of the Directors

The professional backgrounds of the 7th Board of Directors encompass investment management, strategic management, finance and accounting, legal, and international market perspectives, in addition to the core electronic components industry. The Board of Directors consists of a total of 9 seats, including 2 directors with employee status (including appointed managers) and 4 independent directors. 

In terms of gender structure, there are 8 male directors (89%) and 1 female director (11%), meeting the goal of at least 1 female director. 100% of the age distribution is over fifty years old There are 3 independent directors with less than 9 years of service and 1 with more than 9 years of service, and the average length of service of all directors is 13 years.

The four independent directors of the Company are Mr. Jack J.T. Huang, founder and chairman of Taiwan Renaissance Platform Co., Ltd.; Mr. Charles Chen, former vice president of PwC Taiwan; Kathy Yang, former President of CDIB Capital Management Corporation; and Mr. Joseph Yu, Distinguished Professor of Chang Gung University. Possessing diverse and complementary professional backgrounds, they provide independent, professional, and forward-looking governance recommendations to the Board of Directors. 

● The directors' industry experience/ professional distribution are as follows 

Note 1 : In accordance with Taiwan's Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, no independent director of the Company may concurrently serve as an independent director of more than three other public companies.

Note 2 : For the information on directors holding concurrent positions in other companies, please refer to the Shareholders Meeting Annual Report - Information on Directors 

Functional Committees
In addition to the establishment of independent directors, multiple functional committees are instituted based on operational needs, being respectively responsible for the review and supervision of critical operational and governance topics.

Succession Planning for Board Members

For subsidiaries with a single corporate shareholder (such as WPI Group and AIT Group), a policy for supervising the board of directors of subsidiaries and assignment principles has been established since 2013. Through assigning senior executives of subsidiaries to serve as directors of subsidiaries and practically participating in the operation of the board of directors of subsidiaries, the executives  can familiarize themselves with corporate governance affairs and the duties of directors, gradually developing the management and professional abilities required to serve as a director.

Concurrently, when director training programs are conducted, directors, supervisors, and key management of subsidiaries are also invited to participate to strengthen the overall governance awareness and consistency of the Group. In the past, practical experience has been established in which the CEOs of subsidiaries transitioned to serve as the CEO and directors of WPG Holdings. By strengthening the governance and operation of subsidiaries' boards of directors, an important source for the director talent pool is provided.
Furthermore, based on operational development and strategic needs, extensive recruitment of professionals with diverse backgrounds in law, finance, accounting, investment, and international development is conducted. A long-term and robust talent pool for director candidates is constructed to support future director selections and the needs of sustainable board operations.

Conflict of Interest Management

To prevent potential conflicts of interest among Board members and safeguard the collective interests of the Company and its shareholders, Article 15 of the "Rules of Procedure for Board of Directors Meetings" expressly states the relevant provisions regarding recusal for conflicts of interest. For the implementation of recusal from conflicts of interest at Board of Directors meetings in 2025, please refer to the Shareholders' Meeting Annual Report - Corporate Governance Status.

To implement fairness in stakeholder transactions and enhance operational soundness and security, the "Ethical Corporate Management Best Practice Principles" and the "Code of Ethical Conduct" were approved and promulgated by the Board of Directors. The contents explicitly stipulate that all transactions should strictly adhere to core principles such as integrity, priority of the Company’s interests, confidentiality, and fair dealing, thereby strictly preventing conflicts of interest and eliminating opportunities for private gain.

To build a transparent communication environment, the "Rules for Handling Suggestions and Complaints from Stakeholders" were also established, and a whistleblowing platform independently managed by a third party was introduced. The receipt and handling progress of cases are directly supervised by the Audit Committee. The entrusted third-party management unit is required to report progress on a regular basis and cooperate with the investigation needs of the Audit Committee at any time. In 2025, a total of 2 reported conflict of interest cases were received; all cases have been actively processed in accordance with internal procedures, and the handling progress is continuously tracked by the competent units.

Performance Evaluation of the Board of Directors

The company clearly performance targets to improve the operational efficiency of the Board of Directors to implement corporate governance and improve the functions of the Board of Directors. In December 2015, the Board of Directors formulated the " Rules for Performance Evaluation of Board of Directors ", which stipulated that internal performance evaluation should be reviewed at least once a year. In October 2019, the amendment of the procedures added that the evaluation shall be performed by an independent professional agency, external expert, or scholar team at least once every three years.

● Internal Performance Evaluation of the Board of Directors

The Board performance evaluation is performed after the end of each fiscal year, where the self-evaluation form on internal performance is filled in by all Board members and functional committee members. The 2025 performance evaluation of the Board of Directors and the committees was reported to the Board on January 27, 2026. For the evaluation results, please refer to: WPG Board Internal Performance Evaluation.

The measurement dimensions for the overall, individual, and functional committee performance evaluation of the Board of Directors include the following:

● External Performance Evaluation of the Board of Directors

In accordance with Article 3 of the “Procedures for the Performance Evaluation of the Board of Directors,” an external professional independent institution or external expert and scholar team shall be commissioned to conduct the performance appraisal on the Board of Directors once per 3 years. The Company commissioned the external institution, “Taiwan Corporate Governance Association” to conduct the latest external appraisal in 2025. It conducted performance appraisal on the Company’s Board of Directors through questionnaires and on-site visits. The institution and experts are considered acting independently. The appraisal results have been reported to the Board of Directors on March 2026 and disclosed on the Company’s official website. For the evaluation results, please refer to: WPG Board External Performance Evaluation.

Continuous Education for Directors

The development of collective knowledge for the highest governance body continues to be promoted by WPG. In 2025, the directors attended the continuing training for a total of 61 hours, with an average of 6.7 hours attended by each director. On-site continuing education courses were planned for the Board of Directors, including "Global Enterprise Management Strategy" and "AI-Driven Industry Digital Intelligence Transformation and Commercial Innovation Applications." Furthermore, professionalism is improved and sustainable risks and opportunities are focused on by Board members through continuous participation in a variety of external continuing education courses, performing job duties faithfully with the duty of care as a good administrator, and thoroughly exercising operational decision-making, leadership, and supervision functions. All newly appointed directors receive an "Onboarding Guide" provided by the company upon assuming office. The content includes integrity-related regulations such as the "Corporate Governance Best Practice Principles," "Ethical Corporate Management Best Practice Principles," "Code of Ethical Conduct," and "Anti-Corruption and Anti-Bribery Policy," ensuring compliance with the above provisions while performing duties.

Executive Compensation Policy

Performance Indicators and Remuneration Structure of the Chairman and Executive Management 

Senior managerial officers' remuneration is closely linked to performance. The remuneration policy and performance evaluation standards are established annually, taking into account both internal equity and prevailing market compensation levels. These policies are reviewed by the Remuneration Committee and subsequently submitted to the Board of Directors for approval prior to implementation. In addition, the distribution of employee and director compensation is included in the report items of the annual general meeting of shareholders each year.

The remuneration and performance of the managerial officers are measured by the implementation of the shared values in the company, the demonstration of senior management performance indicators, leadership and management capabilities, ESG sustainable development strategies, relevant operational performance indicators, and other special contributions, etc. The bonus for managerial officers is calculated based on the results of the current year's performance evaluation, and individual amounts of managerial compensation are submitted to the Remuneration Committee for review, and approval before issuance and then summarized and submitted to the Board of Directors for approval.

Link between Board of Directors' Compensation andSustainable Performance 

To align with international ESG evaluations and strengthen corporate sustainable development performance, the sustainable development performance is linked with board compensation by WPG, encompassing the connection between the Group’s performance evaluation mechanism and ESG KPIs.