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Governance

Major Professional (Educational) Background

Major Professional (Educational) Members

  • Chairman
    Hung Min Development Co., Ltd. Representative: Wen-Ta Hsieh
    • Department of Mechanical Design, National Taipei Institute of Technology
    • Hon. Precision, Inc.
  • Director
    Hongji Investment Co., Ltd. Representative: Jung-Li Chang Chien
    • Department of Electronic Engineering, Feng Chia University
    • President, Hon. Precision, Inc.
  • Director
    Hong Cheng Investment Co., Ltd. Representative: Te-Kuei Weng
    • Department of Electrical Engineering, Chung Hua University
    • Director, King Yuan Electronics Co., Ltd.
    • Vice President, Hon. Precision, Inc.
  • Director
    Laiyu Investment Co., Ltd. Representative: Chen-Ming Chao
    • Department of Information Engineering, Feng Chia University
    • Assistant Vice President of the Sales Department, Hon. Precision, Inc.
  • Director
    Yu-Cheng Li
    • Ph.D., Department of Industrial Engineering, National Tsing Hua University
    • Vice President, Ever Supreme Bio Technology Co., Ltd.
    • Dean of the College of Management, Chung Hua University
  • Director
    Tzu-Sheng Wu
    • Bachelor of Laws, National Taiwan University
    • Master of Laws, National Taiwan University
    • Master of Laws, Duke University, USA
    • Director-General, Legal Affairs Bureau of Taichung City Government
    • Chairperson, Taichung Bar Association
  • Independent Director
    Hui-Chu Weng
    • Ph.D., Department of Mechanical Engineering, National Cheng Kung University
    • Associate Professor of the Department of Mechanical Engineering and Director of the Office of Teaching Excellence, Chung Yuan Christian University
  • Independent Director
    Yao-Kuei Hsiao
    • Ph.D., Department of Materials Science and Engineering, National Taiwan University of Science and Technology
    • Committee Member of the Investment Review Committee Convener, National Development Fund, Executive Yuan
  • Independent Director
    Chia-Hui Cheng
    • Manager, Deloitte & Touche
    • Accountant, Haps Consulting Ltd. & CPAs
    • Accountant, Chungsun Prime CPA

Diversity of Board Members

Job title Name Gender Concurrent Position
as
an Employee of the Company
Capabilities
Operational judgment Accounting and financial analysis Management administration Crisis management Industry knowledge International market perspective Leadership and decision-making ability
Chairman Hung Min Development Co., Ltd.
Representative: Wen-Ta Hsieh
Male
Legal person director representative Hongji Investment Co., Ltd.
Representative: Jung-Li Chang Chien
Male
Legal person director representative Hong Cheng Investment Co., Ltd.
Representative: Te-Kuei Weng
Male
Legal person director representative Laiyu Investment Co., Ltd.
Representative: Chen-Ming Chao
Male
Director Yu-Cheng Li Male
Director Tzu-Sheng Wu Male
Independent Director Hui-Chu Weng Male
Independent Director Yao-Kuei Hsiao Male
Independent Director Chia-Hui Cheng Female

Succession Planning for Board Members and Key Management

In accordance with the Company’s “Articles of Incorporation” and “Board Member Election Procedures,” the term and number of directors are clearly stipulated, and candidates are nominated and elected by the shareholders’ meeting through the nomination system.
The Company considers various factors when selecting and nominating directors, including but not limited to basic personal integrity, professional experience, and expertise.
Directors are expected to possess the necessary knowledge, skills, and experience to perform their duties. Currently, the collective capabilities of the Board are expected to include:

  1. 1.Operational judgment
  2. 2.Accounting and financial analysis
  3. 3.Business management
  4. 4.Crisis management
  5. 5.Industry knowledge
  6. 6.International market insight
  7. 7.Leadership
  8. 8.Decision-making ability

The Company has established a board performance evaluation system and functional committee evaluations to enhance governance effectiveness, serving as reference for director nomination or re-election.
Annual performance reviews are conducted for directors and key managerial personnel, serving as reference for succession planning and talent development.
The Company continues to seek and cultivate internal and external professional talent as part of its succession planning for directors and senior management.

Functional Committee

Remuneration Committee

The purpose of the Remuneration Committee is to assist the Board of Directors in implementing and evaluating the company's overall compensation and benefits policy, as well as the compensation of directors and managers.

According to the "Remuneration Committee Organization Charter" of the Company, the committee members shall be appointed by the Board of Directors, with a minimum of three members, of which the majority shall be independent directors, and all members shall nominate an independent director as the convener.


Operation of the first Remuneration Committee.

• Term of this committee: September 26, 2024 to September 25, 2026

• The Remuneration Committee met once in 2024, with an average attendance rate of 100%. The attendance is as follows:

Title Name Actual attendance Number of delegated attendance Actual attendance rate (%)
Convener Yao-Kuei Hsiao 1 0 100%
Member Hui-Chu Weng 1 0 100%
Member Chia-Hui Cheng 1 0 100%

Audit Committee

The Audit Committee aims to assist the Board of Directors in supervising the following matters:

(I) Appropriate presentation of the company's financial statements

(II) Selection (dismissal) of the company's accounting firm and its independence and performance

(III) Effective implementation of the company's internal control

(IV) The company's compliance with relevant laws and regulations

(V) Control of the company's existing or potential risks



Operation of the First Audit Committee

Term of office of this committee: September 26, 2024 to September 25, 2016

The Audit Committee met once in 2024, with an average attendance rate of 100%. The attendance is as follows:

Title Name Actual attendance Number of delegated attendance Actual attendance rate (%)
Convener Chia-Hui Cheng 1 0 100%
Member Hui-Chu Weng 1 0 100%
Member Yao-Kuei Hsiao 1 0 100%

Board of Directors and Functional Committee Performance Evaluation

In order to enhance the operational function of the company's board of directors, the board of directors passed a resolution on December 23, 2024 to establish the "Board of Directors and Functional Committee Performance Evaluation Methods". The internal board of directors performance evaluation will be conducted once a year; the external board of directors performance evaluation will be conducted at least once every three years by an independent external professional institution or a team of external experts and scholars.

Important Regulations

The Company has established the Articles of Association and the Code of Corporate Governance in accordance with the Company Law, the Securities and Exchange Law, the Code of Corporate Governance Practice for Listed Companies and other relevant laws and regulations, and has established a clear organizational structure to create a complete and sound corporate governance system

The corporate governance structure is based on the shareholders' meeting and the board of directors as the highest decision-making units. Shareholders can exercise their voting rights through the electronic voting platform to participate in the company's major business decisions and enhance the convenience of participation. Each proposal is voted on case by case at the shareholders' meeting, and the results are recorded in detail in the minutes to ensure transparent operations and compliance with governance standards

The board of directors has authorized the establishment of an audit committee and a remuneration committee to assist in the performance of supervisory and management functions and improve governance efficiency. At the same time, the company has a corporate governance supervisor, who is responsible for promoting corporate governance-related matters and regularly (at least once a year) reporting to the board of directors on the implementation status to continuously strengthen the implementation of the governance system

Internal Audit Organization Operation

Organization and Responsibilities

Organization and Responsibilities

  • Internal Audit is an independent full-time unit directly under the Board of Directors, with an internal audit supervisor and an appropriate number of full-time internal audit personnel.
  • The appointment, dismissal, evaluation, and remuneration of internal auditors are handled in accordance with the provisions of the Company's Corporate Governance Practice Code, and are signed by the audit supervisor and approved by the chairman. The evaluation is carried out every six months.
Purpose

Purpose

The purpose of internal audit is to assist the board of directors and managers in checking and reviewing the deficiencies of the internal control system and measuring the effectiveness and efficiency of operations, and to provide improvement suggestions in a timely manner to ensure that the company's internal control system can be continuously and effectively implemented and as a basis for reviewing and revising the internal control system.

Internal Audit Work

  • Drafting and Execution of Audit Plan

    Draft an annual audit plan based on the risk assessment results, and execute routine audits after approval by the board of directors, and execute special audits as necessary.

  • Audit Report

    Fully communicate with the audited units on the audit results of the annual audit projects. Any deficiencies and abnormalities in the internal control system found during the inspection should be disclosed in the audit report, and the audit supervisor should attend regular board meetings to report on the implementation of the audit plan.

  • Self-assessment work

    Urge each unit and subsidiary of the company to conduct self-assessment work every year, implement the company's self-monitoring mechanism, and promptly adjust the design and implementation of the internal control system in response to changes in the environment. The internal audit unit will review the self-assessment report and use the self-assessment results and the deficiencies found in the audit as the basis for the board of directors to issue an internal control system statement.

Communication between independent directors and internal audit supervisors and accountants

After the audit report is reviewed, the audit supervisor of the company will deliver the internal audit report to the independent directors for review by the end of the month following the completion of the audit project, and attend the quarterly audit committee and regular board meetings to report on the implementation of the audit business. The audit supervisor also regularly attends the audit committee and holds communication meetings with independent directors to conduct in-depth discussions on the discovery and tracking of audit deficiencies, the implementation and results of internal control systems and internal audit systems, etc. In addition, depending on actual needs, smooth communication channels can be maintained with independent directors at any time through face-to-face, telephone or email. So far, the independent directors have no objection to the relevant audit business.


The company's certified accountants will explain the annual financial report audit matters to the independent directors at the audit committee meeting. If there are special circumstances, they will also communicate with the independent directors by phone or letter at any time.


Date Communication focus Suggestions and results
2025.05.12 Internal Audit Supervisor reports on the implementation of audit business from February to March 2025 No objection
2025.03.17 Internal Audit Supervisor reports on the implementation of audit business from November 2024 to January 2025 No objection
2025.03.17 Internal Audit Supervisor explains and discusses the 2024 internal control statement Agree to approve the 2024 internal control statement
2025.03.17 The accountant explained the audit results of the 2024 consolidated financial report (including individual financial reports) and discussed with the independent directors Agree to approve the 2024 financial report
2024.12.23 The internal audit supervisor reported on the audit business execution from July to October 2024 No objection
2024.12.23 The internal audit supervisor reported on the 2025 audit plan No objection

Information security

The company has formulated "Information Security Operation Management Measures, Information Security Management Standards, Computer System Emergency Recovery Management Measures" to protect the confidentiality, integrity and availability of information assets, manage the behavior of employees using information products and information operation procedures, ensure that the network information system can operate safely and effectively, and protect the confidentiality and integrity of the company's computer processing data.

Our information security management covers the following areas:

Risk management framework

  • Control personnel authority according to job title: According to the needs of personnel positions, apply for system usage permissions, and the unit shall perform the responsibility of supervision and promotion.
  • Control of information storage devices:Avoid improper access by personnel and prohibit access to storage devices. If there is a special application, it must be reviewed by senior managers.
  • Information security backup and backup operations:Purchase backup hardware equipment and backup software systems. If there is an abnormality in the system, the backup system can be switched immediately. If the hard disk is damaged, data protection and recovery actions can be performed immediately.
    The system and database perform data backup operations regularly. For important data and files, irregular remote backup is also required when necessary. Regular backup checks are performed, and disaster recovery drills are simulated regularly.
  • Regular purchase and update of anti-virus software:Avoid external malicious hacker attacks, etc., regularly update anti-virus software and virus code information, and strengthen information protection measures.
    Set up a network firewall to control internal and external network security.
  • Physical and environmental security management: The computer room and physical environment where the information security hardware equipment is stored shall be subject to necessary protection measures by the Information Department, such as: necessary locking, access control, uninterruptible power system configuration, regular maintenance of environmental electrical safety, regular monitoring of temperature, humidity and air conditioning, regular inspection of each computer room, etc.
  • Personnel education and training and regular promotion: Regularly or irregularly organize information security education and training for personnel, and strengthen daily promotion to strengthen all employees' measures and awareness of information security protection.
  • Personnel control and audit: Employees have the common responsibility to maintain information security and the obligation to preserve data files. Therefore, if a person has the possibility of endangering information security, the personnel of the unit are responsible for immediately notifying the Information Department and taking corresponding measures.

Information security implementation results

So far, the company has not had any major information security incidents, nor has there been any complaints caused by violations of information security.

Information Security Policy Statement

Integrity Management

HON. PRECISION, Inc. upholds integrity as the core value of sustainable business operations and is committed to establishing an upright, fair and transparent corporate culture. The company has established relevant operating procedures such as the "Integrity Management Code" and "Integrity Management Operating Procedures and Behavior Guidelines" as the basis for the company and its subsidiaries to promote integrity management and prevent dishonest behavior.

The General Manager's Office is responsible for the formulation and implementation of integrity management policies and prevention mechanisms, and the Audit Office is responsible for supervising and verifying the implementation of integrity management-related regulations, to ensure that all directors, managers, employees and subsidiary members can follow the principle of integrity and jointly implement corporate ethics.

The implementation of integrity management in 2024 has been submitted to the Board of Directors on March 17, 2025. The company will continue to strengthen the implementation and deepening of the company's integrity culture through institutional promotion and continuous supervision.

2024 Annual Integrity Management Operation Report

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