Nominating Committee
Organization and Responsibilities of the Nominating Committee
This committee shall consist of at least three directors nominated by the Board of Directors, with more than half of them being independent directors. The term of office for a director joining this committee, unless otherwise stipulated by law or the company's articles of association or rules, shall commence from the date of the Board's nomination and continue until the expiration of the director's term, resignation from this committee or from the position of director, or the date the Board nominates another director to replace the original director as a member of this committee.
This committee, authorized by the Board of Directors, shall faithfully perform the following duties with the care of a prudent manager and submit its recommendations to the Board of Directors for discussion:
I. To formulate the Board of Directors'... I. Establish and regularly review the standards for the diversity of backgrounds, including professional knowledge, skills, experience, gender, etc., required for members, supervisors, and senior managers, as well as their independence, and use these standards to identify, vet, and nominate candidates for directors, supervisors, and senior managers.
II. Construct and develop the organizational structure of the Board of Directors and its committees, conduct performance evaluations of the Board, its committees, directors, and senior managers, and assess the independence of independent directors.
III. Establish and periodically review the directors' professional development program and the succession plan for directors and senior managers.
IV. Establish the Company's Code of Conduct for Corporate Governance.
Composition of the Nomination Committee
| Title | Name | Major Education & Experience | Current Position |
|---|---|---|---|
| Convener and Chair of the Meeting Independent Director | Chi Jyh-Sheng | M.S. in Construction Management, Columbia University Business Development Director, Veolia | Independent Director, Macnica Galaxy Inc. Framosa Co., Ltd. Chairman Business Development Director, Veolia |
| Independent Director | Cheng Wan-Chen | Bachelor of Commerce (Major in Finance and Economics), Bachelor of Laws (LL.B.), The University of Sydney (Australia) Independent Director, Shin Kao Gas Co., Ltd | Independent Director, Macnica Galaxy Inc. Senior ESG Consultant, Edith Group Ltd. |
| Chairman and Legal Representative, Macnica Chungju Co., Ltd. | Wu Wei-Kuo | Executive Master of Business Administration (EMBA), University of Texas at Arlington (USA) Department of Materials Engineering, University of British Columbia (Canada) Chairman, Macnica Taiwan, Limited | Chairman and Chief Executive Officer, Macnica Galaxy Inc. Chairman and Chief Executive Officer, Macnica Anstek Inc. Chairman, Macnica Chungju Co., Ltd. Corporate Representative Director, Isecurity Inc. Macnica Cytech Pte. Ltd. Director Manager, Macnica Cytech Ltd. |
| Macnica Chungju Co., Ltd. Representative | Chuang Wen-Chieh | Executive Master of Business Administration (EMBA) (In Progress), National Yang Ming Chiao Tung University Department of Electronic Engineering, China University of Science and Technology Vice President, Macnica Galaxy Inc. | Director and President, Macnica Galaxy Inc. Supervisor, Macnica Chungju Co., Ltd. Representative Director, Isecurity Inc. |
Nominating Committee Attendance
In 2025, the Charter of Nominating Committee Attendance convened one meetings. The attendance record of each Director is as follows:
| Title | Name | Actual Attendance Count | Number of Attendances by Proxy | Actual Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener and Independent Director | Chen Kuan-lin | 1 | 0 | 100% | |
| Independent Director | Chou Wei-Ping | 1 | 0 | 100% | |
| Chairman of the Board and Legal Representative, Macnica Chungju Co., Ltd. | Wu Wei-Kuo | 1 | 0 | 100% | |
| Representative Director, Macnica Chungju Co., Ltd. | Chuang Wen-Chieh | 1 | 0 | 100% |
The operation of Nominating Committee
| Date and session | Proposal content | Resolution results | The Company's Handling of the Nomination Committee's Opinions |
|---|---|---|---|
| 1st Session, 1st Meeting, 2025.11.11 | Case regarding the selection of the convener and chairperson of the nomination committee. | All committee members unanimously agreed to elect Chen Kuan-lin , an independent director, as the convener of the nomination committee and chairman of the meeting. | not applicable. |