||Amended on 19 June 2023 per Order Ref. Jin-Kuan-Bao-Chan- Zi 11201394471 of the Financial Supervisory Commission.
||Article 8 The corporate governance report shall include the following:
1. The corporate governance framework and regulations.
2. The equity structure of the company and shareholder rights.
3. The structure, diversity policy and level of independence of board of directors.
4. The operation of board of directors: number of meetings held, attendance record of each director, targets of enhanced functions of board of directors of the year and in the most recent year and progress assessment, and other matters of special note.
5. The responsibilities of board of directors and managers.
6. The composition of the audit committee and election of supervisors, their responsibilities and level of independence.
7. The operation of the audit committee or participation of supervisors in the operation of the board of directors: the number of meetings held, attendance (appearance) record of each independent director or supervisor, and other matters of special note.
8. The composition of the compensation committee, risk management committee or committees of other functions, their responsibilities and operation.
9. The remuneration of directors, supervisors and general manager paid in the most recent year, its ratio to the net profit after tax, remuneration policy, standards and packages, the procedure for determining remuneration, and the correlation with operating
performance and future risk exposure.
10. List of remuneration of each director, supervisor and the general manager compiled in accordance with Article 20 of the Regulations Governing the Preparation of Financial and Business Reports by Insurance Enterprises and the format therein attached.
11. Pursuit of continuing education of directors and supervisors.
12. Risk management information.
13. Rights and relations of stakeholders.
14. Handling of appeals.
15. Promotion of sustainable development: systems and measures adopted by the company to promote environmental protection, community engagement, social contribution, social services, public welfare, consumer rights, human rights, safety and health and other
sustainable development activities, and their implementation. For companies meeting the criteria set by the competent authority, climate-related information (see Appendix 1) shall be disclosed from starting 2024.
16. Donations made to political parties, stakeholders and non-profit organizations.
17. Differences between the actual corporate government practices and those stated in the Corporate Governance Best-Practice Principles for Insurance Enterprises and the causes.
18. Internal audit related information.
19. Number of employees in non-managerial positions, annual average employee benefit expenses and difference in comparison with those of the preceding year.
20. Cyber security management:
(1)Cyber security risk management framework, cyber security policy, specific management programs and resources inputted into cyber security management, etc.
(2)Losses suffered due to significant cyber incidents in recent years, possible impacts and response measures; if they cannot be reasonably estimated, the facts and reasons shall be explained..
(3)The impact of cyber security risk on the company’s financial and operational aspects, and its response measures.
21. Ethical management policies and programs, the fulfillment of company’s ethical management practices and whistleblowing system.
22. Other information in relation to corporate governance.
Subparagraphs 2 to 11, 13 and the latter part of Subparagraph 15 of the preceding paragraph shall not apply to foreign insurance enterprises and Chunghwa Post Co., Ltd.
The matters mentioned in the subparagraphs of Paragraph 1 shall be conducted according to the following regulations:
1. The information specified in Subparagraph 16 of Paragraph 1 shall be disclosed within 15 days after the occurrence of the event.
2. Unless otherwise required by the competent authority, the information specified in the remaining subparagraphs shall be updated within three months from the end of the year.