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

TitleNameMajor Education & ExperienceCurrent Position
Convener and Chair
of the Meeting
Independent Director
Chi Jyh-ShengM.S. in Construction Management,
Columbia University
Business Development Director, Veolia
Independent Director, Macnica Galaxy Inc.
Framosa Co., Ltd. Chairman
Business Development Director, Veolia
Independent DirectorCheng Wan-ChenBachelor 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-KuoExecutive 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-ChiehExecutive 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:

TitleNameActual Attendance CountNumber of Attendances by ProxyActual Attendance Rate (%)Remarks
Convener and Independent DirectorChen Kuan-lin10100% 
Independent DirectorChou Wei-Ping10100% 
Chairman of the Board and Legal Representative, Macnica Chungju Co., Ltd.Wu Wei-Kuo10100% 
Representative Director, Macnica Chungju Co., Ltd.Chuang Wen-Chieh10100% 

The operation of Nominating Committee

Date and sessionProposal contentResolution resultsThe Company's Handling of the
Nomination Committee's Opinions
1st Session, 1st Meeting, 2025.11.11Case 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.