A Sincere Partner in Governance

Ethical corporate governance and management

RectangleCreated with Sketch.Corporate governance 

Our corporate governance is rooted in integrity and transparency. The PChome team prioritizes the interests of all stakeholders, complies with relevant laws and
regulations, and implements internal control mechanisms to fulfill our obligations to all stakeholders.

RectangleCreated with Sketch.Board of Directors 

As the highest level in PChome’s organizational structure, the Board consists of nine directors (including two women) and three independent directors, all serving
three-year terms. Chairman Hung-Tze Jan is the founder of PChome and is a key figure in the Taiwanese e-commerce sector. Chairman Jan is revered for his insightful views on the internet and social trends. Under his leadership, PChome has overcome many challenges over the years and enjoyed robust growth in revenue and size. Each Board member has a wide range of expertise and practical experience and is recruited for their professional background and
outstanding performance in their respective industry to ensure a diversified Board. There are no age, gender, nationality, and cultural restrictions for directors, and gender equality is emphasized when planning the Board’s composition. Please refer to our Annual Report for further information on the educational background and concurrent posts of each Board member.

The Board convenes at least four meetings annually (10 meetings were held in 2021). The Board was reelected in 2021, and the average attendance rate of
new members was 91.67%. PChome has adopted a set of procedural rules for Board meetings to ensure the Board’s independence in accordance with the
Regulations Governing Procedure for Board of Directors Meetings of Public Companies revised by the Financial Supervisory Commission. Directors must also comply with relevant recusal standards during deliberation and voting to avoid conflicts of interest. In addition, PChome has dedicated corporate governance personnel responsible for providing information required for Board operations, handling affairs related to Board and shareholder meetings, and producing the meeting minutes, so as to guarantee the rights of shareholders and strengthen the functionality of the Board.

RectangleCreated with Sketch.Evaluating the performance of the Board 

Beginning in 2021, to improve the operational efficiency and governance quality of the Board, PChome began to implement a system to evaluate the performance of the Board. The Rules on Performance Evaluation of the Board of Directors of PChome Online Inc. were formulated as per the Best Practice Principles for Corporate Governance in TWSE/GTSM Listed Companies, and performance evaluations are conducted under the Rules. According to these rules, performance evaluation is carried out yearly through internal self-reports by the Board, directors’ self-assessments, peer assessments, and other appropriate means. The results are submitted to the Board for discussion and improvement, and the outcomes are disclosed in our annual report. The results of the 2021 self-reported board performance review were presented on a five-point scale. The overall results were consolidated at the board meeting on February 25, 2022 and will serve as a blueprint for future developments. The self-reported evaluation results are as follows.

RectangleCreated with Sketch.Audit committee 

Per the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, PChome officially established an audit committee on June 13, 2018, to take on the supervisory role previously fulfilled by legal supervisors. The second PChome Audit Committee was formed on July 29, 2021, and comprised three independent directors, one of whom was Hochen Tan, who was nominated as chairperson. The committee convenes at least one meeting every quarter. They ensure that the data in the Company’s financial reports are presented appropriately, decide on the appointment and removal of auditors, evaluate auditor independence and performance, implement effective internal controls, ensure legal compliance, and mitigate and manage the Company’s existing or potential control risks. Eight audit committee meetings were held in 2021, with a 95.8% attendance rate among committee members.

RectangleCreated with Sketch.Remuneration committee 

As per the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange and the remuneration committee charter approved by the Board, PChome officially established a remuneration committee on June 21, 2018. The remuneration committee is responsible for the following tasks: (1) Formulating and monitoring the performance evaluation and remuneration policy, system, standards, and structure for directors and managers; (2) Preparing and regularly evaluating the remuneration packages of directors, supervisors, and managers. The remuneration committee submits their recommendations to the Board of Directors for further discussion and approval. The remuneration committee consists of three independent directors who convene at least two meetings every year. Three remuneration committee meetings were held in 2021, with an attendance rate of 77% among committee members.

RectangleCreated with Sketch.Status of continuing education among Board members 

PChome provides board members with opportunities for continuing education on an annual basis. Board members are encouraged to participate in external educational courses or forums to update their knowledge on industry practices and management methods, thus enhancing the foundation for establishing a robust corporate governance system within the Company. In the future, more resources will be invested to provide the board members with diverse means of engaging in continuing education, thereby achieving the relevant goals set forth for Board members as per the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.

List of courses undertaken by Board members in 2021

RectangleCreated with Sketch.Strengthening ethical corporate management 

PChome emphasizes the principles of ethical and transparent governance. The entire management team and our value chain partners are bound by standards of ethical corporate management. Relevant standards such as the Ethical Corporate Management Best Practice Principles, Codes of Ethical Conduct, and
Corporate Governance Best Practice Principles are readily available on our website for public reference, and the outcomes of our corporate governance
measures are disclosed in the Annual Report. PChome strives to increase the transparency of our corporate governance and we welcome tips and suggestions from everyone. Depending on the conditions, our investor relations, services, human resources, customer service, and procurement departments are responsible for stakeholder communication. Our website includes contact information for our spokesperson and relevant business departments, as well as a dedicated webpage for stakeholders to respond to the issues of concern among stakeholders in an appropriate manner.

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2020

財團法人公共關係基金會-2020年傑出公關獎-品牌傳播獎 傑出獎 (私部門類)