Corporate Governance Structure

A sound corporate governance system is the key to sustainable corporate management, and a well-functioning Board of Directors is not only thecornerstone of outstanding corporate governance but also facilitates the company’s sustainable development. RichWave has formulated the “Corporate Governance Best-Practice Principles” to reinforce the Board of Directors’ functions, protect the shareholders’ equity, and respect the stakeholders’ rights. Furthermore, the “Articles of Incorporation” regulate the selection and formation of the Board of Directors. The Audit Committee. Compensation Committee, and Sustainable Development Committee subsidiary to the Board of Directors are responsible for fortifying the independence of corporate governance, enhancing the Company’s remuneration system, and promoting sustainable development-related efforts.

Operation of the Board of Directors

RichWave’s Board of Directors has nine directors, consisting of five directors and four independent directors serving a term of three years. Under the candidate nomination system, directors are elected by the shareholders’ meeting from a list of nominated candidates and may be re-elected. All Board members comply with the internal principles of independence and the conflict of interest prevention policy. Directors and managers must proactively disclose potential conflicts of interest and shall not manipulate, conceal, or abuse information obtained in their capacity, make false statements regarding important matters, or obtain undue benefits through other unfair trading practices. Chairman Ma Dye-Jyun did not hold any senior management positions within the Company in 2024.

The Board of Directors will exercise its powers according to the law, the Articles of Incorporation, and decisions made by the shareholders’ meeting. The Company's Board members have diverse backgrounds, including technology industry executives, professors in science, engineering, and accounting, as well as attorneys. Their expertise spans management, science and engineering, accounting, finance, and law. They also possess in-depth knowledge of industry, academia, and sustainability, enabling them to offer professional insights from diverse perspectives. This diversity helps guide the Company’s strategic direction, oversee the management team, ensure sustainable business performance, and safeguard the rights and interests of stakeholders. The Board of Directors convenes annually to discuss the Company’s material issues. In 2024, the Board of Directors convened six meetings, achieving an average attendance rate of 98%.

Among the nine directors of RichWave, one is female. At least one director is of a different gender is required to achieve gender diversity on the Board, resulting in 11.1% female representation. Regarding the age structure of the Board, one director is between 51 and 60 years old, seven are between 61 and 70 years old, and one is over 71.

To effectively implement corporate governance and improve the efficacy of the Board of Directors, the Company enrolls directors in external training programs annually. In 2024, reappointed directors received at least 72 hours of training, which satisfies the requirements for director training hours. The training covers topics about the economy, the environment, and society, such as corporate governance, legal compliance and internal controls, sustainability, net zero, and carbon neutrality, climate change, and TCFD-related climate financial disclosure. Additionally, the Board of Directors is evaluated annually by the Company. An internal questionnaire is used to assess the overall operations of the Board of Directors and functional committees, Board participation, understanding of the Company, awareness of responsibility, and continuing education. The evaluation functions as a guide for Board members' ongoing development. The performance evaluation for 2024 was concluded on February 27, 2025, demonstrating outstanding results.

Functional Committees

The Company has established an Audit Committee, a Compensation Committee, and a Sustainable Development Committee under the Board of Directors to assist the Board in fulfilling its responsibilities of strategic leadership and carrying out its supervisory function. For the composition, responsibilities, and annual implementation status of the Sustainable Development Committee, please refer to 1.2 Sustainable Practices.

The Audit Committee consists of four independent directors. The selection principles stipulate that the committee shall have no fewer than three members, with one serving as the convener, and at least one member must possess accounting or financial expertise. They are in charge of supervising the hiring (dismissal) of the Company’s CPA, internal control effectiveness, legal compliance status, and performing potential risk control. In addition, RichWave has formulated the Audit Committee Charter, stipulating that Audit Committee meetings must be conducted at least once every quarter, and the meeting may be convened at any time if necessary. In 2024, the Audit Committee convened six meetings, achieving an average attendance rate of 100%.

The Compensation Committee also consists of four independent directors. The members of the Committee shall be appointed by the Board of Directors, with a minimum of three members, of whom more than half must be independent directors. The Company’s Compensation Committee is responsible for proposing recommendations concerning the remuneration of directors and managers to the Board of Directors from an independent, objective point of view. The recommendations serve as a reference for the Board of Directors during its decision-making process. According to the Company’s Compensation Committee Charter, at least two Compensation Committee meetings should be convened annually, and the meeting can be convened at any time if necessary. In 2024, the Compensation Committee convened three meetings, achieving an average attendance rate of 100%.

The Company's remuneration policy for directors and senior management is established based on industry standards and practices. This includes considering the practices, standards, composition, and procedures for determining remuneration. The process involves referencing the salary levels of peer companies and receiving recommendations from the Compensation Committee before presenting them to the Board of Directors for approval. The following mechanisms are in place:

Directors: The remuneration of directors is based on profit distribution, with a maximum of 1.5% of the Company's profit allocated. It is evaluated and issued based on the directors' level of engagement in the Company's operations and their contribution value. When the Company achieves net income in its annual financial statements, after accounting for losses, allocating statutory surplus reserves or special surplus reserves, and distributing dividends to preferred shareholders and employee remuneration, the Board of Directors shall assess the industry environment and the Company’s capital requirements. The Company will then propose a profit distribution plan (including remuneration for the directors), which will be executed after receiving approval from the shareholders’ meeting.

President and Vice President: Manager’s remuneration is determined by reference to prevailing industry standards, individual performance, and the reasonableness of the remuneration in relation to the Company’s operations and future risks. The remuneration for the President and Vice President includes salary, bonuses, and employee dividends, and is determined based on their positions, responsibilities, performance evaluations, the extent of their individual performance and contribution, including the achievement of the Company's overall operational management indicators, financial and corporate sustainability (ESG) indicators (e.g., completion of ISO 14001, ISO 14064-1 certifications), and with reference to industry standards. The Company places great importance on achieving ESG sustainable development goals. To ensure that managers' decision-making are consistent with these goals and to incentivize their focus on ESG performance, ESG metrics have been incorporated as key indicators in their performance evaluations. The level of achievement will be taken into account when determining their remuneration.