We lead with integrity

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.

The Audit Committee is responsible to review the Company’s: financial reports; auditing and accounting policies and procedures; internal control systems; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; Ombudsman reports; fraud investigation reports; corporate risk management; hiring or dismissal of an attesting CPA, or the compensation given thereto; and appointment or discharge of financial, accounting, or internal auditing officers.

Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors. The five independent directors all meet the qualifications, such as professionalism, work experience, independence, and the number of serving as independent directors. They also conduct internal performance evaluations of the Audit Committee on a regular basis every year.

Ennostar’s Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to Ennostar’s internal auditors, the Company’s independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate.

The Audit Committee is convened at least once a quarter. Please consult Ennostar 's Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Audit Committee Meeting Status

The second term of Audit Committee is May 31, 2023 to May 30, 2026. 9 meetings(A) have been held so far, and the attendance is as follows:

Date:2024.12.31

Descriptions of the communications between the independent directors (Supervisor), the internal auditors, and the independent auditors in 2024

Remuneration Committee

The Remuneration Committee assists the Board in discharging its responsibilities related to Ennostar’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of Ennostar’s directors of the Board and executives.

The members of the Remuneration Committee are appointed by the Board as required by the law of R.O.C.. The Remuneration Committee of Ennostar Inc. is composed of three independent directors. In addition to being familiar with the operation of both Epistar and Lextar, the Members also have sufficient experience in the industry as well as in corporate governance field.The Chairman of the Board and president are invited by the Committee to attend all meetings and is excused from the Committee’s discussion of his own compensation.

Ennostar’s Remuneration Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of general manager and manager compensation.

The Remuneration Committee shall be convened at least twice a year, and the internal performance evaluation of the Remuneration Committee shall be conducted regularly every year. Please consult Ennostar 's Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

Remuneration Committee Meeting Status

The second term of Remuneration Committee is May 31, 2023 to May 30, 2026. 8 meetings(A) have been held so far, and the attendance is as follows:

Date:2024.12.31

Note 1: 100% attendance for each member.

Corporate Sustainability and Risk Management Committee

Ennostar established an ESG Committee at the end of 2021 as a functional committee under the Board. ESG Committee members include our chairman, independent directors, vice presidents, and senior executives from our subsidiaries. The Committee is responsible for coordinating and planning Group ESG policies and sustainable targets, identifying ESG risks and opportunities to determine related investment strategies, and monitoring achievement of all ESG performance targets, with 2022 set as the base year for all ESG items. To demonstrate the Company’s commitment to corporate sustainability and risk management, the Company has changed the “ESG Committee” to the “Corporate Sustainability and Risk Management Committee” and formulated the “Organization Rules of the Corporate Sustainability and Risk Management Committee,” in order to fulfill the corporate social responsibility, link the international trends, proactively respond to stakeholders’ assessments on environmental, social, and corporate governance risks and countermeasures, and achieve the goal of sustainable operation.

ESG Committee Meeting Status

The second term of ESG Committee is May 31, 2023 to May 30, 2026. 6 meetings(A) have been held so far, and the attendance is as follows:

Date:2024.12.31

Note 1: 100% attendance for each member.

Corporate Governance and Nominating Committee

In compliance with the Company Act, the Securities Exchange Act and other relevant securities management regulations, the Company has formulated relevant operating standards, constructed a corporate governance structure and promoted relevant work, so as to safeguard the rights and interests of investors, exert the functions of the Board of Directors and relevant functional committees, and enhance information transparency.

Board appointed VP Po-Yi Chang to hold the position as Corporate Governance Officer. VP Po-Yi Chang has more than ten years of management experience in public offering companies engaged in finance and deliberation. All of the staff dedicated in processing related affairs hold the experience in holding the position as the management at the legal affairs, finance, shareholders service or corporate governance units in securities, financial and futures firms or public companies for at least ten years, which afford to ensure their effective exercise of duties about corporate governance free from any conflict of interest or violations of the internal control system. Although the corporate governance officer is concurrently held by the CFO, he effectively performs and maintains independence when performing the original duties and concurrent duties, without conflict of interest or violation of the internal control system.

The main responsibilities are as follows:

1. Conducting the related matters of board meeting and shareholders meeting according to the law.
2. Taking the meeting minutes of board meeting and shareholders meeting.
3. Assisting the directors in onboarding and continuous education.
4. Providing the directors with the information relating to perform the duties.
5. Assisting the directors to comply with the law and regulation.
6. Other matters listed in articles of incorporation or contracts.

Corporate Governance and Nominating Committee Meeting Status

The first term of Corporate Governance and Nominating Committee is August 03, 2023 to May 30, 2026. 3 meetings(A) have been held so far, and the attendance is as follows:

Date:2024.12.31

Note 1: 100% attendance for each member.

Prohibition of Insider Trading

The Company has stipulated and disclosed Corporate Governance Best Practice Principles and Procedures for Preventing Insider Trading on our official website as the principles of handling and disclosing critical information. Board members, employees and other insiders are prohibited to take advantage of private information to trade securities, including but not limited to trading the Company’s securities 15 days and 30 days before disclosure of the quarterly financial report and the annual report. The Company would irregularly examine aforementioned measures in accordance with the current law and practical management needs.

The Company would offer a summary of material rules of trading securities and preventing insider trading to assure our new employees to fully abide by regulations of trading securities, policy of the Company, the Securities and Exchange Act and other related legislation. Those insiders and specific managers or staffs who have known undisclosed information have the responsibility to keep it confidential by means of quiet period practice, the coverage and objects of banning insider trading, the disclosure range and ways of material information, fines and regulations to prevent insider trading.

The Company would inform the Board members next year’s arrangement before the end of the year, including the dates of board meetings and each blocking interval before publishing the quarterly financial report, and remind the board members prior to each blocking interval in case of accidental violations by Board members. The Company notified the board members on Jan. 16th, Apr. 12th, Jul. 17th and Oct. 17th and all Board members have complied with the Company’s internal regulation not to trading the Company’s securities within the blocking periods.