Corporate Governance Responsibilities

On November 9, 2018, the board of directors passed a resolution and appointed Chief Financial Officer LI, KUO-WEI to take on the role as a corporate governor to provide information required by directors and supervisors to carry out their duties as well as assist them to organize board meetings and shareholder meetings in accordance with laws and regulations.

1. Assisting independent directors and general directors in performing their duties, providing the required information, and arranging director training:
   • (1) Regularly notifying board members of the revisions of the Company's scope of operations and the latest laws and regulations related to corporate governance.
   • (2) Inspecting the confidentiality of relevant information, providing Company information required by directors, and maintaining smooth communication and interaction between directors and each business manager.
   • (3) Arranging relevant meetings in accordance with the Corporate Governance Code when directors need to meet with the internal audit manager or certified public accountant separately to understand the Company's financial conditions.
   • (4) Developing the annual training plan and scheduling the training programs for independent directors and general directors in accordance with the industry characteristics of the Company and the background of the directors’ education and work experience.
2. Assisting with the rules of procedure, resolutions, and legal compliance of the board meetings and the shareholders' meetings:
   • (1) Reporting the corporate governance of the Company to the board of directors, independent directors, audit committees or supervisors. Confirming that the Company's shareholder meetings and board meetings are carried out in accordance with relevant laws and regulations as well as the Corporate Governance Code.
   • (2) Reminding the directors to follow the laws and regulations when carrying out their duties or making a formal resolution at the board meetings, and making suggestions when the board of directors make a legally non-compliant resolution.
   • (3) Reviewing the significant information to be released based on the resolutions made at the board meetings. Ensuring the legal compliance and correctness of information to protect investor rights & fair trade equity.
3. Maintain Investor Relations: Arranging for the directors to exchange and communicate with major shareholders, institutional investors, or general shareholders as necessary. This helps investors to collect adequate information to evaluate and determine the reasonable capital market value of the Company, while the shareholders' rights and equities can be fully protected.
4. Formulating the rules of procedure for the board meeting, notifying the directors 7 days in advance, convening the meeting, and providing the meeting materials. Reminding the directors of any conflict of interest to be avoided in advance and providing the meeting minutes within 20 days after the meeting.
5. Registering the date of the shareholders' meeting in advance according to law, formulating the notices of meetings, agenda handbooks, and rules of procedures within the statutory time limit, and making changes and registrations when revising the articles of association or re-electing directors.

Advanced studies showed as follows in 2019：

Board of Directors and Its Duties & Responsibilities

Taiwan Fu Hsing Industrial Co., Ltd. has developed diversification policies for the board members that were reported to the board of directors for approval and implementation. According to the articles of association, the nomination and election of the Company's board members are based on the candidates' educational attainment and working experience to ensure the diversification and independence of its board members (among which one female member is included). Those who specialize in business management, decision making, industrial knowledge, and business judgment include LIN,JUI-CHANG, CHEN,CHIEN-KUN, CHU,JUNG-HO, and LIN,TZU-HSUAN. Those who contribute to social welfare include LIN,JUI-CHANG and Michael A. Hoer. Those who observe the global market include LIN,JUI-CHANG, Michael A. Hoer, CHU,JUNG-HO, and LIN,TZU-HSUAN. Both independent directors are competent in financial accounting and other relevant matters.

Professionalism and independence of the board of directors

According to item 3, article 20 of the Corporate Governance Best Practice Principles formulated by our company, each board member shall have the necessary knowledge, skills, and literacy to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
1. Ability to conduct management administration.
2.Leadership and decision-making skills.
3.Knowledge and expertise of the industry.
4.Ability to make operational judgments.
5.Ability to perform accounting and financial analysis.
6.An international market perspective.
7.Social care.

Performance Appraisal of the Board

Performance Appraisal of the Board

In 2019, a total of board meetings were held and the attendance of the directors and the supervisors were as follows:

2019 attendance of independent directors at each meeting (7 times in total): ●：attendance in person； ■：delegate attendance ； ▲：absent

Communication between independent directors and auditors

(1) Internal auditors may contact the independent directors directly if necessary. The communication situation is good.

(2) The independent directors and the head of the internal auditing team hold a forum at least once a year to fully communicate major audit findings and opinions with regard to internal and external auditing conducted.

Communication between independent directors and accountants

(1) The accountants may directly communicate with the independent directors if necessary. The communication situation is good.

(2) 2. The accountants report to the independent directors at least once a year on the financial status of the company, the financial and overall operations and internal controls of domestic and oversea companies to the independent directors. Thorough communication shall be made on whether there are any major adjustments to the entries or amendments in regulations and policies affecting the accounting situation.

The communication between the independent directors and accountants is as follows:

Remuneration committee and deliberations

Established upon unanimous approval by the Board in December 2011, the remuneration committee is comprised of professional and independent members that meet the requirements set out in Articles 5 and 6 of the “Regulations Governing the Appointment and Exercising of Powers by the Remuneration Committee” with professional and objective positions Appointed by the resolution of the Board, the committee consists of two independent directors and one professional representative . The functions of the Committee are to plan, evaluate and propose policies and systems for the compensation of directors, supervisors and managerial officers of the Company to the board of directors for its reference in decision making.

The Operation of the Remuneration Committee

The Remuneration Committee had meetings for two times in 2019. The attendance of members are showed as follows:

Other matters that should be noted：

1.  If the Board of Directors do not accept or intent to modify suggestions made by the Remuneration Committee, then date of Board of
Director’s Meeting, term, content of the motion, resolutions, and reactions to the suggestions made by the members of Remuneration Committee should also be addressed (If the remuneration proposal approved by the Board of Directors is better than the proposal suggested by the Remuneration Committee, the divergence and the reason should also be addressed).

2. For motions that are determined by the Remuneration Committee, if committee members hold objective or withholding comments and such comments are recorded or taken down as written statement, then date of the meeting of Remuneration Committee, term, content of motions, all committee members’ opinions and the reactions to the suggestions should also be addressed.