Corporate Governance Status

Promoting Corporate Governance

To improve the corporate governance structure, in addition to legally establishing the Remuneration Committee and Audit Committee, TCC has also established

1. Corporate Sustainable Development Committee: On July 15, 2021, the Board of Directors resolved to establish this committee, consisting of 5 members (including 3 independent directors), in accordance with the Corporate Sustainable Development Committee Organizational Regulations.
2. Risk Management Committee：On August 13, 2024, the 25th Board of Directors at its 5th meeting resolved to establish the Risk Management Committee and formulate the Risk Management Policy. The committee consists of 5 members (including 4 independent directors). The previous Risk Management Executive Committee and Risk Management Policy and Principles were simultaneously abolished.
3. Nomination Committee：On June 21, 2022, the Board of Directors resolved to establish this committee and formulated the Nomination Committee Organizational Regulations. The committee consists of 5 directors (including 3 independent directors).

Promoting Education and Training on Insider Trading Prevention

TCC has established Insider Trading Prevention Measures, which prohibits directors, managers, or employees from using non-public market information to trade securities for profits.
Educational programs on relevant laws should be provided at least once a year to current directors, managers, and employees. New directors, managers, and employees should receive such training at an appropriate time after assuming their positions.
(For the Insider Trading Prevention Measures, please refer to the Company Regulations section)  

In the annual courses on the prohibition of insider trading, TCC reminds directors not to trade its shares during the blackout periods, which are 30 days before the announcement of annual financial reports and 15 days before the announcement of quarterly financial reports. Additionally, TCC notifies directors of board meeting dates and blackout periods via email or written notice prior to the announcement of quarterly financial reports, helping directors avoid any violations of these regulations.

2024 Implementation Status to Date

Board Meeting Dates	Notification Sent Date	Notification Example
February 24, 2023 The 29th Meeting of the 24th Board of Directors	2022/1/13
May 11, 2023 The 20th Meeting of the 24th Board of Directors	2023/4/23
August 10, 2023 The 21st Meeting of the 24th Board of Directors	2023/7/3
November 10, 2023 The 25th Meeting of the 24th Board of Directors	2023/10/12
February 27, 2024 The 29th Meeting of the 24th Board of Directors	2024/1/26

※ To strengthen corporate governance, TCC will remind directors in advance to refrain from trading stocks when significant agenda items are scheduled.

The Corporate Governance Officer reported to the Board of Directors on March 24, 2023, November 10, 2023, and February 27, 2024.
In 2024, educational sessions were conducted for current directors, managers, and employees. The course covered confidentiality procedures for material information, causes and identification of insider trading, and real-world case examples. Presentation files were distributed to all directors, managers, and employees for reference.

Information on 2024 courses for directors, managers, and employees

Invite the lecturer to the company

Valuing Shareholder Rights

To implement shareholder activism and make it more convenient for shareholders to participate in voting at shareholders' meetings, TCC actively responds to the competent authority's promotion of electronic voting and the nomination system for directors and supervisors, resulting in electronic voting accounting for more than half of the total voting ratio.

Enhancing Information Transparency

To further enhance information transparency, TCC has established "Investors," "Corporate Governance," and "Corporate Social Responsibility" sections on its website to provide timely financial, business, and corporate governance-related information in both Chinese and English.
TCC values communication with investors, having established an "Investor Relations" and "Spokesperson System." It regularly holds institutional investor conferences and remains responsove to investor inquiries, ensuring full access to TCC's financial and business information.

Strengthening Communication Channels with Stakeholders

To further strengthen communication channels with the aforementioned stakeholders, TCC has established a "Stakeholders Section" on its website, providing stakeholders with a transparent and effective communication channel to pursue sustainable business operations.

Strengthening Board Functions

1. The structure of TCC's Board of Directors is determined based on TCC's scale of operational development, the shareholding status of major shareholders, practical business needs, applicable laws and regulations, and the provisions of TCC's Articles of Incorporation. 
   Board members emphasize diversity factors and possess the knowledge, skills, and different professional backgrounds required for their duties, which are beneficial to the overall development and operations of TCC.
   For information regarding the diversity of Board members, please visit TCC's official website - Corporate Governance - Board Member Diversity.
2. To promote sustainable operations and integrity of the corporate group and establish performance targets to strengthen board operations, the Company conducts annual performance evaluations of individual directors, which are submitted to the Board of Directors for reporting and disclosed on the Company's website. 
   In addition, TCC and its subsidiaries purchase Directors and Officers Liability Insurance to cover the legal compensation liabilities of directors, supervisors, and key officers while performing their duties during their tenure. The policy content is reviewed regularly every year to reduce the risks borne by directors, supervisors, key officers, and TCC, establishing a comprehensive corporate governance mechanism.

TCC Board of Directors Succession Plan and Operation

1. TCC currently has a total of 15 directors, including 5 independent directors. In accordance with Articles of Incorporation, the election of directors fully adopts the candidate nomination system. The Corporate Governance Principles, Nomination Committee Charter, and Director Election Procedures stipulate that the composition of the Board of Directors should consider diversity, and based on TCC’s operations, business model and development, seek industry elites and experts from various fields to form the Board of Directors. In the future, the composition structure and background experience of TCC's Board of Directors will continue with the current structure. 
   Board Member Succession - The Chairman should have considerable professional expertise and vision in management, major decision-making, and corporate governance, and be able to lead the company toward internationalization and diversified operations.

2. To enhance the effectiveness of the Board of Directors, diversity guidelines should be formulated based on TCC's operations, business model, and development needs. These should include, but not be limited to, establishing a database of director candidates according to standards in the following two major dimensions:

   • Basic Conditions and Values：Gender, age, nationality, and culture
   • Professional Knowledge and Skills：Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

   The addition of this member is expected to further enhance the effectiveness, collaboration, and diversity of the Board of Directors, ensuring it continues to meet TCC's evolving needs. 
   And establish at least 1 female director position, with the overall expertise of the board of directors needing to include corporate strategy, accounting and taxation, finance, legal affairs, administrative management, and production management. 
   The selection process for the list of director candidates established by our company must comply with qualification reviews and relevant regulations to ensure that when a director position becomes vacant or an increase is planned, suitable new director candidates can be effectively identified and selected.

   Board members must generally possess the knowledge, skills, and qualities necessary to perform their duties. 
   To achieve the goals of corporate governance, the Board of Directors as a whole should possess the following capabilities

   

   Operational Judgment

   

   Accounting and Financial Analysis

   

   Business Management

   

   Crisis Management

   

   Industry Insight

   

   International Market Perspective

   

   Leadership

   

   Decision-Making

3. TCC has established Rules for Performance Evaluation of Board of Directors, using performance evaluation metrics including control of company objectives, awareness of duties, participation in operations, internal communication, professional functions and continuing education, internal controls, and the expression of specific opinions to assess board effectiveness and director performance. Additionally, every three years, an evaluation is conducted by an external professional independent institution or a team of experts and scholars, serving as a reference for future director selection.
4. The background, educational qualifications, concurrent positions, and information on the operations of the Board of Directors and its committees are published on the company website and in the annual report. In response to global trends in corporate governance and corporate social responsibility, the company encourages directors to pursue continuing education. In addition to external courses, we also invite instructors to provide directors with practical training related to the company’s future planning. Information about directors' participation in continuing education will be disclosed on TCC’s website.
5. TCC plans for director succession candidates through the following methods：
   • Selection of appropriate candidates by the current Board of Directors
   • Director candidates recommended by shareholders
   • Using board performance evaluation results as a reference for nominating directors for reappointment

Succession planning for key management personnel

In addition to possessing professional expertise, key management personnel must demonstrate competencies in organizational leadership, communication, cooperation, business operations, innovative thinking, and problem-solving. Regarding succession planning for key management personnel, TCC develops corresponding training resources each year for the Chairman, President, and Managers, and is gradually extending this to middle managers across subsidiaries. This approach cultivates the necessary knowledge and skills future talent, establishes a talent development system, and strengthen the talent pool at various organizational levels.

Succession planning concrete steps

Evaluation and identification of talent

Track the current status of key positions or management talent and identify professional capabilities and leadership qualities required for internal talent.

Establishing a succession talent pool

Through management discussions and selection, a pool of potential succession talent is established.

Strategic consensus workshop and industry trend seminars.

Organizing strategic consensus workshops for mid-to-senior executives and high-potential talent across the corporate group: Each year, through internal or offsite meetings, executives and high-potential talent gain a clear understanding of the corporate group's vision for environmental sustainability and international trends in industry development. 
Engage in exchanges and discussions on future strategic planning and goal achievement, effectively applying these to the layout and actual implementation cases across upstream, midstream, and downstream industry operations.

Cross-disciplinary management program promotion

Promoting cross-disciplinary management programs: Regularly organizing management programs for mid-to-senior executives across the corporate group, providing a systematic course framework that enables executives to identify optimal solutions in management practice. 
The courses focus on practical exercises and research exchanges, enhancing mid-to-senior executives' cross-domain collaboration, strategic capabilities, agile thinking, situational leadership, and talent development skills, establishing a unified management language across all levels.  
In 2024, the total training hours reached 8843 hours

Job role review and succession

Job roles are reviewed in a timely manner, with succession to target positions subject to evaluation and approval by management.

To help key management levels better understand the responsibilities and roles, we build a strong talent pipeline and establish a solid succession mechanism for critical management positions through project assignments, mid-to-senior management assessments across the group's subsidiaries, cross-business unit rotations within the headquarters and affiliated companies, and overseas assignments within the group.

Through the dual approach of long-term training plans for both professional capabilities and core competencies, we foster strategic thinking, which, alongside annual performance evaluations, form the foundation for key management succession.