Board Member Diversity

Responsibilities and Composition of TCC's Board of Directors

The Board of Directors is responsible for guiding corporate strategy, overseeing management, and being accountable to TCC and its shareholders. The various operations and arrangements of its corporate governance system should ensure that the Board exercises its powers in accordance with applicable laws, TCC's Articles of Incorporation, and resolutions passed at the shareholders' meetings. TCC has established a Nomination Committee and adopts a Candidate Nomination System, whereby all director candidates are nominated and their qualifications are reviewed by the Committee. Upon approval by the Board, the candidates are then submitted to the shareholders' meeting for election.

According to TCC's Principles of Corporate Governance, the composition of the Board of Directors should reflect diversity. In addition to possessing the knowledge and skills necessary for their duties, directors are expected to have varied professional backgrounds, experiences, areas of expertise, and industry literacy. As of December 2024, the average tenure of the Board members is 8.6 years.

TCC's 25^th Board of Directors consists of 15 directors, including 5 independent directors (one independent director resigned on October 9, 2024, due to personal reasons. A by-election will be held at the 2025 Annual Shareholders' Meeting to fill the vacancy). Independent directors make up one third of the Board. Several among them also serve as chairmen or directors of other listed companies. Their extensive knowledge, personal insight, and business operation judgment provide strong leadership and decision-making capabilities, which TCC greatly values.

In addition, TCC emphasizes gender equality in the composition of the Board, with 5 female directors accounting for 33% of its members. In terms of age distribution, 1 director is between 31-50 years old, while 14 directors are over 51 years old.

Capabilities Possessed by TCC's Board of Directors

Operational Judgment

Accounting and Financial Analysis

Operational Management (Including Management of Subsidiaries)

Crisis Management

Industry Insight

International Market Perspective

Leadership

Decision-Making

Risk Management Knowledge and Ability

The 25^th Board of Directors prioritizes diversity and is composed of distinguished professionals from both industry and academia. Their industry experiences span a wide range of fields, including energy, environmental protection, cement, mergers and acquisitions/investment, information technology. The Board also brings strong professional abilities in operational management, international market, risk management, accounting and financial analysis, legal affairs, ESG, and more.

Possessing extensive industry knowledge and management experience：
Possessing financial expertise：Roman CHENG, Kenneth C.M. LO, Eric CHEN Sun Te and other directors. Possessing financial accounting experience: Victor WANG, Lynette Ling-Tai CHOU, and other directors.
Possessing legal expertise：Director Sherry S. L. LIN
Possessing information technology expertise：Director Ruu-Tian CHANG
TCC continues to provide a diverse range of advanced courses for Board members to enhance the quality of their decision-making, strengthen their supervisory capabilities, and thereby improve the effectiveness of the Board of Directors.

In addition, TCC emphasizes gender equality in the composition of the Board. Among 14 directors, four seats are currently held by female directors. In future re-elections, female director candidates will continue to be given priority to achieve the goal.

Specific Management Objectives

Directors listen to reports from the management team during board meetings, offer guidance and suggestions, and maintain effective communication with the management team to collaboratively create maximize benefits for shareholders.

TCC emphasizes gender equality in the composition of the Board of Directors. Currently, 4 female directors serve on the Board, with the goal of ensuring that female directors account for at least 33% of all director seats.

Meeting

From May 21 to December 31, 2024, TCC's Board of Directors held a total of 9 meetings, with a director attendance rate of 90%.

Independence

TCC's current Board of Directors consists of 15 members, of which 5 are independent directors, accounting for 33% of the total. As of December 2024, all independent directors comply with the regulations set by the Securities and Futures Bureau of the Financial Supervisory Commission. There are no circumstances among directors and independent directors as specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act, demonstrating the independence of TCC's Board of Directors.

Chairman

Company Name	Representative Name	Date of Election (Appointment)	Average Term of Corporate Directors (Including Current Term)	Average Tenure of Corporate Directors	Nationality	Gender	Age Distribution			Industry Experience						Professional Capabilities
Company Name	Representative Name	Date of Election (Appointment)		Average Tenure of Corporate Directors	Nationality	Gender	31-50 years old	51-70 years old	71 years old and above	Energy	Environmental Protection	Cement	Mergers and Acquisitions, Investment	Information Technology	Business Management	International Market	Risk Management	Accounting and Financial Analysis	Law	ESG
Chia Hsin R.M.C. Corporation	Nelson An-ping Chang	2024/5/21	2+1	6.1	Taiwan	Male	-	-	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	-	✓

Directors

Company Name	Representative Name	Date of Election (Appointment)	Average Term of Corporate Directors (Including Current Term)	Average Tenure of Corporate Directors	Nationality	Gender	Age Distribution			Industry Experience						Professional Capabilities
Company Name	Representative Name	Date of Election (Appointment)		Average Tenure of Corporate Directors	Nationality	Gender	31-50 years old	51-70 years old	71 years old and above	Energy	Environmental Protection	Cement	Mergers and Acquisitions, Investment	Information Technology	Business Management	International Market	Risk Management	Accounting and Financial Analysis	Law	ESG
Tai Ho Farming Co., Ltd.	Roman CHENG	2024/5/21	2+1	6.1	Taiwan	Male	-	✓	-	✓	✓	✓	✓	-	✓	✓	✓	✓	-	✓
International CSRC Investment Holdings Co., Ltd.	Kenneth C.M. LO		7+1	22.2		Male	-	-	✓	-	✓	✓	✓	-	✓	✓	✓	✓	-	✓
Hsing Cheng Investment Co., Ltd.	Yu-Cheng Chiao		1	0		Male	-	✓	-	✓	✓	✓	✓	✓	✓	✓	✓	✓	-	✓
C.F. Koo Foundation	Eric CHEN Sun Te		2+1	8.1		Male	-	✓	-	-	-	-	✓	-	✓	✓	✓	✓	-	✓
Chia Hsin Cement Corporation	Kang-Lung (Jason) CHANG		3+1	12.1		Male	-	✓	-	-	✓	✓	✓	✓	✓	✓	✓	✓	-	✓
Heng Qiang Investment Co., Ltd.	Por-Yuan WANG		7+1	21.1		Male	-	-	✓	-	✓	✓	✓	✓	✓	✓	✓	✓	-	✓
CS Development & Investment Co.	Kung-Yi KOO		1	0		Male	✓	-	-	✓	✓	✓	✓	-	✓	✓	✓	✓	-	✓
Fu Pin Investment Co., Ltd.	Chien WEN		7+1	21.1		Male	-	-	✓	-	✓	✓	✓	-	✓	-	-	✓	-	✓
Chia Hsin Cement Corporation	Liz WANG		3+1	12.1		Female	-	✓	-	✓	✓	✓	✓	-	✓	✓	✓	✓	-	✓

Independent Directors

Members	Date of Election (Appointment)	Average Term of Corporate Directors (Including Current Term)	Nationality	Gender	Average Tenure of Independent Directors			Age Distribution			Industry Experience						Professional Capabilities
Members	Date of Election (Appointment)		Nationality	Gender	Less than 3 years	3-9 years	More than 9 years	31-50 years old	51-70 years ols	71 years old and above	Energy	Environmental Protection	Cement	Mergers and Acquisitions, Investment	Information Technology	Business Management	International Market	Risk Management	Accounting and Financial Analysis	Law	ESG
Victor WANG	2024/5/21	11.1	Taiwan	Male	-	-	✓	-	-	✓	-	✓	✓	✓	-	✓	✓	✓	✓	-	✓
Lynette Ling-Tai CHOU		6.1		Female	-	✓	-	-	✓	-	-	✓	✓	✓	-	✓	✓	✓	✓	-	✓
Sherry S. L. LIN		3.1		Female	-	✓	-	-	-	✓	-	-	-	✓	-	✓	✓	✓	✓	✓	✓
Ruu-Tian CHANG		0		Female	✓	-	-	-	-	✓	-	-	-	-	✓	✓	✓	-	-	-	✓
Man-Jung CHAN	2025/5/27	0		Female	✓	-	-	-	✓	-	-	-	-	-	-	✓	✓	✓	-	✓	-

The Board of Directors consists of 15 members (including independent directors), with the following percentage of composition:

Directors as Employees (%)

Independent Director (%)

Female Director (%)

Director Attendance

The 25^th Board of Directors held 9 meetings (A) from May 21 to December 24, 2024. The attendance of directors is as follows:

Title	Name (or Name of Representative)	Name of Legal Entity Represented	Actual Attendance (B)	Number of Required Attendance (A)	Number of Delegated Attendance	Actual Attendance % (B/A)	Remarks
Legal Representative of the Chairman	Nelson An-ping Chang	Chia Lee Industries Co., Ltd.,	7	8	1	88
	Roman CHENG	Tai Ho Farming Co., Ltd.	8	8	0	100
	Kenneth C.M. LO	International CSRC Investment Holdings Co., Ltd.	7	8	1	88
	Yu-Cheng Chiao	Hsing Cheng Investment Co., Ltd.	8	8	0	100
	Eric CHEN Sun Te	C.F. Koo Foundation	6	8	1	75
	Kang-Lung (Jason) CHANG	Chia Hsin Cement Corporation	7	8	1	88
	Por-Yuan WANG	Heng Qiang Investment Co., Ltd.	5	8	3	63
	Kung-Yi KOO	CS Development & Investment Co.	7	8	1	88
	Chien WEN	Fu Pin Investment Co., Ltd.	7	8	1	88
	Liz WANG	Chia Hsin Cement Corporation	8	8	0	100
Independent Directors	Victor WANG	-	8	8	0	100
	Lynette Ling-Tai CHOU	-	7	8	1	88
	Sherry S. L. LIN	-	8	8	0	100
	Nigel N. T. LI	-	7	7	0	100	Resigned on October 9, 2024
	Ruu-Tian CHANG	-	7	8	1	88

Important Resolutions of the Board of Directors

Important Resolutions of the Board of Directors for the 24^th Term from July 5, 2021, to December 31, 2023

Important Resolutions in 2021

Important Resolutions in 2022

Important Resolutions in 2023

Important Resolutions of the 24^th and 25^th Terms in 2024

Term of the 24^th Board of Directors: From July 5, 2021, to May 21, 2024
Term of the 25^th Board of Directors: From May 21, 2024, to May 20, 2027

Meeting Date	Meeting Highlights	Meeting Results
February 27, 2024	TCC's 2023 individual and consolidated financial statements are hereby submitted for review.	This case was approved by the 3rd term 30th Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
	TCC's proposal regarding the convening of 2024 Annual General Shareholders' Meeting is hereby submitted for review.	The Chairperson consulted all attending directors, and the proposal was adopted without objection.
	TCC's 2023 individual and consolidated financial statements are hereby submitted for review.	This case was approved by the 3rd term 31st Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
March 20, 2024	TCC's proposal to organize the long-term capital fundraising is hereby sunmitted for review.	This case was approved by the 3rd term 31st Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
March 20, 2024	Proposal regarding the supplementary matters related to the meeting method and additional convening reasons for the 2024 Annual General Shareholders' Meeting is hereby submitted for review.	The Chairperson consulted all attending directors, and the proposal was adopted without objection.
May 14, 2024	TCC's consolidated financial statements for the first quarter of 2024 is hereby submitted for review.	This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
	Proposal for subsidiary, TCC Green Energy Corporation, to lease land in Changbin from TCC Resource Recycling Corporation.	This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
	In response to the group policy and to expand renewable energy installation capacity, the subsidiary TCC Green Energy Corporation proposed to invest in a fishery-solar power plant in Yong'an, Kaohsiung. The proposal is hereby submitted for review.	This case was approved by the 3rd term 32nd Audit Committee meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.
May 21, 2024	Election of the Chairman.	All attending directors unanimously elected Nelson An-ping Chang, the representative of Chia Lee Industries Co., Ltd., as the Chairman.
May 28, 2024	Proposal to appoint members of TCC's 6th Remuneration Committee is hereby submitted for review.	The Chairperson consulted all attending directors, and the proposal was adopted without objection.
	Proposal to appoint members of TCC's 2nd Corporate Sustainable Development Committee is hereby submitted for review.	The Chairperson consulted all attending directors, and the proposal was adopted without objection.
	Proposal to nominate members of TCC's 2nd Nomination Committee is hereby submitted for review.	The Chairperson consulted all attending directors, and the proposal was adopted without objection.
June 12, 2024	TCC proposes to make a public tender offer for the shares of NHOA S.A. in accordance with relevant French securities and exchange laws to delist it as required by law. The proposal is hereby submitted for review.	Discussion process: Director Roman CHENG recused himself from this case due to conflict of interest. Director Roman CHENG, who serves as the CSEO appointed by TCC to NHOA S.A., did not participate in the discussion and voting and left the meeting due to conflict of interest. This case was approved by the 2nd extraordinary meeting of the 4th Audit Committee, and after thorough discussion among directors and the management team at the Board meeting, and was passed without objection by all attending directors after being consulted by the Chairperson.

Board Member Diversity