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Performance Evaluation of Board of Directors

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To implement corporate governance and enhance the functions of the Board of Directors as well as to establish performance targets so as to enhance the operational efficiency of the Board of Directors, SinoPac Holdings has established the "Regulations Governing the Evaluation of the Performance of the Board of Directors" in 2018 for compliance purpose. The performance of the Board of Directors and functional committees should be evaluated according to the evaluation procedures and standards set forth in the "Regulations Governing the Evaluation of the Performance of the Board of Directors" on an annual basis. The performance evaluation of the Board of Directors and functional committees shall be conducted by an external professional independent institution or a team of external experts and scholars at least once every three years, and the results of performance evaluation shall be reported to the Board of Directors before the end of March in the following year.

The measurement items for evaluating the performance of the Board of Directors should include at least the following 5 dimensions: (1) degree of participation in the operations of SinoPac Holdings; (2) improvement in the quality of decision-making by the Board of Directors; (3) composition and structure of the Board of Directors; (4) election and continuous development of directors; and (5) internal controls. The measurement items for evaluating the performance of board members should include at least the following 6 dimensions: (1) understanding of the goals and missions of SinoPac Holdings; (2) recognition of duties as Directors; (3) degree of participation in the operations of SinoPac Holdings; (4) management of internal relationship and communication; (5) professionalism and continuing education; and (6) internal controls. The measurement items for evaluating the performance of functional committees should include at least the following 5 dimensions: (1) degree of participation in the operations of SinoPac Holdings; (2) recognition of duties as functional committee members; (3) improvement in the quality of decision-making by functional committees; (4) composition and election of functional committee members; and (5) internal controls. For the scoring criteria, each measurement item is scored using the weight method, and performance evaluation results are divided into five levels, namely excellent, very good, good, fair, and poor.

Positive results were obtained for the internal performance evaluation of the Board of Directors, the Board members, the Audit Committee, and the Remuneration Committee in 2018, all Directors (including Independent Directors). This showed that every Director (including Independent Director) attempted a positive evaluation on the operational performance of the Board of Directors, the Board members, and functional committees. The results of the internal performance evaluation have been reported to the Board of Directors on February 22, 2019.

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