Board of Directors

Overview of Board Operations

FPCC's director election adopts a candidate nomination system. The qualifications of director candidates are verified in accordance with the Company Act. The term of directors is three years. Requirements to ensure that the Board of Directors diversity policy is implemented and that directors have the knowledge, skills, competencies, and conflicts of interest avoidance mechanisms required to perform their duties are set forth in Article 32 of the Corporate Governance Best Practice Principles and Article 15 of the Rules of Procedure for the Board of Directors Meetings. Please see the company website (http://www.fpcc.com.tw/tw/corporate/policies).

The Board of Directors currently has 15 members with an average age of 70 years old. Directors on average serve about 13 years at FPCC, in which 6.7% of directors are female. Board members include related parties of the Company, such as employees, investors/shareholders, customers, experts and scholars, providing the most suitable strategies and guidance for the Company's development. To improve directors' professional competencies, legal literacy, and sensitivity to sustainability trends and green technology development, FPCC arranges courses for directors to gain new knowledge each year. Continuing education courses arranged in 2023 were related to impact management for material topics, such as the Company's economic performance and environment. The education, experience, and professional knowledge of the Company's directors have been evaluated to be sufficient to handle the impact management of material topics, For details on their independence, continuing education, and conflicts of interest (including concurrent positions, cross-shareholdings, controlling shareholders, and related party transactions) please refer to the company's website (http://www.fpcc.com.tw/tw/corporate/board-of-directors), the "Corporate Governance Report" chapter of the annual report, and the notes to the financial statements disclosing "Related Party Transactions."

The Board of Directors, in principle, meets at least once a quarter. A total of 6 board meetings were held in 2023 with an attendance rate of 88%. The Board of Directors established the "Board of Directors Performance Evaluation Guidelines" in 2020. Annual performance self-evaluations are conducted for the Board of Directors and functional committees, in which evaluations of the Company's major strategic goals include management results of various sustainability issues. Performance results of the overall Board of Directors and individual directors were excellent in 2023, and were submitted to the Board of Directors on December 7, 2023.

The Company's major key events and the communication method with the Board of Directors are mainly summarized in the sustainability report, which is reported to the Sustainable Development Committee every year and then reported to the Board of Directors. If a major project that requires urgent communication occurs during the period, it will be first reported to independent directors through the Audit Committee, and then reported to the Board of Directors. The Company did not have any major key events in 2023.

The shareholding ratios of directors and supervisors at FPCC has been around 76% for the past five years, which is far greater than the FSC's requirement of 2% at minimum for public offering companies of the same size. Meanwhile, the shareholding pledge ratio of directors and supervisors is 0%. These ratios show that the Board of Directors and shareholders of FPCC are highly correlated in terms of interest and the former is thus trustworthy for the latter. The shareholding structure is disclosed on the company website (http://www.fpcc.com.tw/tw/corporate/ownership).