2024 Performance Highlights (G)

• According to statistics, in 2024, a total of 28 directors and supervisors from the 5th board completed a combined total of 164 hours of professional training, with an average of 5.8 training hours per person. Among the 12 newly appointed directors and supervisors, 4 completed 12hours of training in their first year of appointment, while among the 16 reappointed director sand supervisors, 11 completed 6 hours of training starting from their second year of appointment.
• In 2024, among the 28 directors and supervisors of the 5th board, a total of 25 had an actual attendance rate of two-thirds or higher.
• Committed to achieving the goal of having at least one-third representation of either gender among directors and supervisors. In 2024, the 5th board of directors consisted of 78% male and 22% female members, while the 5th board of supervisors consisted of 80% male and 20% female members.
• In 2024, the 4th board of directors held 2 board meetings, while the 5th board of directors held 2 board meetings and 1 extraordinary board meeting; during the year, the board reviewed a total of 19 reporting items, 22 discussion items, 1 election, and 1 ad hoc motion.
• Three sessions of " Integrity Ethics " training were held for new employees.
• As part of communicating the ethical business policy, 13 sessions of corporate integrity promotion and site visit activities were conducted.
• A total of 46 anti-corruption awareness activities were conducted.
• Two briefing sessions were held on the Act on Property Declaration by Public Servants and the Act on Recusal of Public Servants Due to Conflicts of Interest.
• Four sessions of integrity and legal compliance training were held (conducted through both in-person and online).
• Three regular training sessions on " Occupational Accident Liability and Case Studies" and two sessions on " Insights into the Complexities of Contract Dispute Appraisals" were conducted for relevant personnel within the company.
• In coordination with the company’s 19th session of new employee training, a “Basic Introduction to Law” course was delivered, targeting newly hired employees of the year.
• According to Point 5 of the Guidelines for the Signing of the Statement on Internal Control by Government Agencies which defines the effectiveness of internal control, the establishment and implementation of the Company’s overall internal control for 2023 were deemed effective. The Internal Control Statement was jointly signed by the Chairman, President, and Auditor General in March 2024 and submitted through the Internal Control Statement Declaration System.
• One session of risk management and internal control training was completed on November 15, 2024.

Comply with the SDGs

• SDG 16【SDG16.5；SDG16.6；SDG16.7；SDG16.10；SDG16.b】

Management Policy

Covered material topics

• Integrity Governance

• Regulatory Compliance

• Operational Risk Management

Policy

• Operation of the Board of Directors
• Internal Control System
• Ethics and Integrity

Management Evaluation System

• Annual Self-Assessment and Evaluation of Directors and Super visors
• Risk Management and Internal Control System
• Integrity Risk Management
• Internal Audit System
• Procurement Audit System

Composition of Board of Directors

The Ministry of Transportation and Communications(MOTC) is the sole government corporate shareholder of TIPC, and all directors and supervisors are appointed by the Ministry in accordance with Article 4 of the "The Taiwan International Ports Corporation, Ltd. Establishment Act". The Board of Directors serves as the highest governance body of the company, primarily responsible for reviewing various operational proposals submitted by the management team. The scope of review mainly includes business plans, investment projects, budgets, and various operational changes, while also addressing issues related to the economy, environment, and society. Resolutions passed by the board are subject to regular follow-up, with the relevant management departments required to report on the implementation status.

The Board of Directors consists of experts in the fields of transportation, business management, accounting and taxation, risk management, law, engineering, sustainability, etc. The term of office of the chairman and directors is three years. Some of them are nominated by the federal government ministries and agencies, as well as the county and municipal governments of the port location. In addition, five labor directors are elected by the company's labor unions, representing the branches in Keelung, Taichung, Kaohsiung, and Hualien. Detailed information is provided in the "Information on the 5th Board of Directors" section under "Sustainability Information Disclosure-Governance Information" on the TIPC Sustainability website.

Gender Ratio and Age Distribution of Board Members

Continuing Education and Training of Directors and Supervisors

To enhance the professional knowledge and skills of all directors and supervisors, TIPC refers to the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies" which recommend that newly appointed directors and supervisors complete at least 12 hours of training in their first year of appointment and at least 6 hours annually thereafter. The Company provides course fee subsidies to directors and supervisors, who select and attend preferred courses from external education providers. The scope of training covers governance-related topics including finance, risk management, business, commerce, legal affairs, accounting, corporate sustainability, internal control systems, engineering quality management, and integrity governance. Starting in 2024, the Ministry of Transportation and Communications also includes directors' and supervisors' continuing education performance as an indicator in the year-end self-assessment. In 2024, the average training hours for all 5th board directors and supervisors was 5.8 hours (164 total hours /28 members = 5.8 hours per person).

Annual Self-Assessment and Evaluation of Directors and Supervisors

As a state-owned enterprise under the Ministry of Transportation and Communications, TIPC requires all directors and supervisors, except labor representatives, including the Chairman, President, directors, and supervisors, to conduct an annual self-assessment at the end of each year in accordance with Article 10 of the " Guidelines for the Selection, Management, and Evaluation of Representatives Assigned by the MOTC to State-Owned and Private Enterprises and Foundations". The completed self-assessment forms must be submitted to the Ministry for secondary review. The Ministry's review results serve as an important reference for continued appointments. The evaluation criteria for the Chairman (President), directors, and supervisors are as follows:

The assessment indicators of each subject are different depending on their duties. The MOTC assessment form has a total score of 100 points, and the criteria for the assessment form are: those with a total assessment score of 80 or more (inclusive) are considered fit for duty, those with a score of 79 to 61 are to be strengthened and improved, and those with a score of 60 or less (inclusive) are considered unfit for duty. In 2024, the Ministry's self-assessment list included a total of 18 directors (including the Chairman and President) and 5 supervisors.

In 2024, the Ministry's self-assessment list included a total of 18 directors (including the Chairman and President) and 5 supervisors. According to the assessment results, re-evaluated and approved by the Ministry of Transportation and Communications (MOTC), all 23 directors and supervisors were verified as meeting the competency and suitability requirements.

Remuneration of Directors and Supervisors

TIPC pays directors and supervisors a monthly part-time fee in accordance with the " Payment Standards for Military, Public Service, and Teaching Personnel with Concurrent Positions". Travel expenses incurred for attending related meetings are reimbursed based on the "Guidelines for Domestic Travel Allowance Disbursement". The remuneration for the Chairman and President is managed in accordance with the "MOTC Guidelines for Salary Adjustments of Heads of Business Entities". The Ministry determines the salaries of the heads of business entities (Chairman, President) based on their level of responsibility and business performance, assigning different categories according to relevant evaluation factors. The approved salaries are then reported to the Executive Yuan for record.

Sustainability Performance Alignment

TIPC has incorporated Sustainable Business Practices into its Company-Level Key Performance Indicators (KPIs) listed in the Performance Evaluation Framework, in which the evaluation scope covers both employees and senior management.

Note: Senior management refers to personnel at the director level and above.

When the Company receives recognition or awards related to sustainability, the convener of the Sustainable Development Steering Committee and the Sustainable Development Executive Committee are authorized to grant incentive bonuses. When branch offices receive sustainability-related awards, the presidents of the respective branch are also authorized to grant incentive bonuses.

Operation of the Board of Directors

The board operations of TIPC are primarily governed by the following regulations: the "The Taiwan International Ports Corporation, Ltd. Establishment Act", "Rules and Regulations Governing TIPC", "Rules and Regulations Governing Board of Directors of TIPC" and "Rules and regulations governing Board of Directors Meetings" These regulations ensure the legality and effectiveness of the board's operations.

Implementation of Board and Supervisors Meetings

In principle, the Board of Directors holds regular meetings once every three months in accordance with legal requirements and may convene extraordinary meetings when necessary. The meeting details are shown in the table below:

Each year, TIPC holds supervisors' meetings attended by supervisors, the head of internal audit, and the certified public accountant(CPA) to discuss, communicate, and review documents related to business and financial performance. In May 2024, a supervisors' meeting was held to review the company's 2023 Annual Report, 2023 Financial Report, and 2023 Profit Distribution documents. The supervisors completed their audit in accordance with the Company Act. After completion of the review in accordance with the Company Act, the matters were submitted to and approved by the 14th meeting of the 4th Board of Directors on June 25, 2024, acting on behalf of the Shareholders' Meeting. The minutes of the substituted shareholders' meeting were filed with the MOTC in accordance with the regulations of TIPC.

Obligations of Directors for Conflict of Interest Avoidance

In accordance with Article 22 of the Rules of Procedure of the Board of Directors of TIPC, a director shall recuse himself/herself from the discussion of a motion listed in the Board of Directors' meeting and shall not exercise his/her voting rights on behalf of other directors in the following circumstances:

• Any person who has an interest in their own that may be detrimental to the interests of the Company.
• The directors consider that they should recuse themselves.
• Recusal by resolution of the Board of Directors.

If a director violates the recusal provision in the preceding paragraph and joins in the voting, his or her vote will be invalid.

The Directors' Obligations of Prohibition on Business Competition

In accordance with Article 209 of the Company Act, each director is required to declare his or her position as director of other business organizations when he or she assumes office, and to check if the business organizations in which he or she has concurrent duties are in competition with corporate's business. And when convening the shareholders' meeting on behalf of the board of directors, the directors' non-competition restrictions will be lifted.