Sustainable Governance
Sustainable Governance Structure

Administrative Organizational Structure
The shareholder meeting serves as the highest body of authority for Chroma, and the Board of Directors led by the Chairman assumes responsibility for implementation and supervision of the various operations of the Company. The CEO is responsible for managing the Company's overall operations, striving to improve overall operational efficiency and decision-making power of the Group. To strengthen the independence of the Board of Directors, all current senior executives are locally (Taiwan) hired employees.
Board of Directors Operations
The shareholders' meeting is the highest authority of the Company. The Board of Directors, led by the Chairman who serves as the Chair, executes and supervises the Company's various businesses. The Company has also established functional committees, such as the Remuneration Committee and the Audit Committee, to enhance performance targets for directors and managerial officers, as well as to strengthen the Company's financial structure. These efforts aim to enhance the overall operational efficiency and decision-making effectiveness of the Group. The Chairman maintains full communication with all directors regarding the Company's operational status and business performance to implement corporate governance practices. To strengthen the independence of the Board of Directors, the Board consists of 9 directors, including 4 independent directors. The term of office for directors is 3 years, and they may be re-elected. The term of the current Board runs from June 9, 2023, to June 8, 2026. The Company adopts a candidate nomination system for the election of directors, with shareholders electing directors from the list of nominated candidates. The nomination procedures and required compliance matters are conducted in accordance with the Company Act and the Securities and Exchange Act and related regulations.
In 2025, the Board of Directors convened 5 meetings, responsible for reviewing and supervising major decision-making on economic, social, and environmental issues of the Company, to maximize shareholder interests. In addition, if any director has a conflict of interest regarding a meeting matter that involves themselves or the legal person they represent, they must disclose the material details of the conflict of interest at the Board meeting. If there is a likelihood of harming the Company's interests, they must refrain from participating in the discussion and voting on the matter, and they must also recuse themselves from acting as a proxy to exercise voting rights on behalf of other directors. To strengthen its focus on climate change issues, the Board of Directors has appointed Director David Huang to be responsible for ESG-related matters, including climate change issues, supervising the Company's sustainability strategies and targets, managing climate change risk and opportunity actions, and monitoring the implementation of sustainability goals. In 2025, the ESG Office reported on the operations and outcomes of sustainable development to the Board of Directors on April 30, July 31, and October 30.
Board Independence and Diversity
When determining the composition of the Board of Directors, the Company considers board diversity from multiple aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and tenure of service. In 2025, the Board of Directors consisted of 9 members, all of whom were of local nationality, including 4 independent directors, accounting for 44%. None of the independent directors had served more than three terms, and each had a different professional background, ensuring full independence. The current Board includes one female independent director. Members' ages range from 40 to 80 years old, and the Board is professionally diverse. Each director has many years of practical business management experience and possesses business judgment, crisis management capabilities, industry knowledge, an international market perspective, leadership, and decision-making abilities.
In accordance with listing company regulations, the Company has obtained a written statement from each independent director confirming their qualifications and their own and their immediate family members' independence from the Company, with no violations of the Securities and Exchange Act. The Chief Corporate Governance Officer reports annually to the Board of Directors on the results of reviewing the qualifications of independent directors during their term of office.
Director and Manager Remuneration Policy
Directors:
In accordance with Article 34 of the Company's Articles of Incorporation, up to 1.5% of the Company's pre-tax earnings (prior to the distribution of employee compensation and director compensation) may be allocated as director compensation. The director remuneration policy considers the Company's overall operational performance, future industry risks and development trends, and individual contributions to the Company's performance to provide reasonable compensation. Director remuneration is reviewed by the Remuneration Committee and the Board of Directors, and the compensation system is reviewed as needed based on actual operating conditions to achieve a balance between sustainable operation and risk control.Managers:
The Company has established a "Senior Manager Remuneration Management Policy." Upon appointment, managers' fixed monthly salary is determined with reference to compensation levels for similar positions in the industry. The variable portion consists of employee compensation, which is proposed based on the year's business performance and individual performance evaluation and submitted to the Remuneration Committee for review and approval by the Board of Directors.
Board Performance Evaluation
To implement corporate governance and enhance the functionality and operational efficiency of the Board of Directors, the Company has established the "Board Performance Evaluation Policy," which stipulates that the Board shall conduct at least one performance evaluation each year for the Board of Directors, its members, and each functional committee. Evaluation aspects include: participation in Company operations, enhancement of Board decision-making quality, Board composition and structure, director selection and ongoing training, and internal control. The Company's Board performance evaluation must be conducted by an external professional independent organization or an external team of experts or scholars at least once every three years. An annual performance evaluation must also be conducted at the end of each fiscal year.
Board Continuing Education
In accordance with the requirements of the Guidelines for the Implementation of Training for Directors and Supervisors of Listed and OTC Companies, new appointees should receive at least 12 hours of training during their first year of appointment and at least 6 hours of training annually thereafter. In 2025, a total of 60 hours of director training was completed, averaging 6.67 hours per director, meeting statutory training requirements. In the future, the Company will continue to arrange a diverse range of external training courses to further enhance directors' professionalism, fulfill their duty of loyalty and the duty of care of a prudent manager, and fully exercise their decision-making and leadership supervision functions.
Ethical Corporate Management

There were no incidents of unethical conduct or corruption (including conflicts of interest, money laundering, and insider trading) in 2025.
Ethical transactions have long been the Company's core business philosophy. We are always committed to conducting all business activities with integrity and do not tolerate corruption or any form of fraudulent behavior. Since its establishment, Chroma has always regarded "integrity" as a primary employee behavioral guideline and a core value. We have established and published relevant internal regulations, including the "Ethical Corporate Management Best Practice Principles," "Chroma Ethical Corporate Management Operating Procedures" and "Code of Ethical Conduct." To provide employees with clear behavioral guidelines and a system of rewards and penalties, the Company's "Employee Incentive Management Procedure" specify guidelines for commendable and punishable behavior, penalties for violations, and channels for anonymous individual complaints, serving as an internal and external channel for submitting statements. Any reported matters are handled by a designated responsible unit. Employees are required to comply with relevant laws and internal regulations. Through extensive promotion of loyalty and integrity values, we aim to enhance a positive corporate culture.
When Chroma identifies that it has violated ethical corporate conduct and caused or contributed to negative impacts, the Company shall implement clear and concrete remedial measures to fulfill its responsibility to stakeholders. First, based on the severity of the impact caused by the incident, we will provide or cooperate with relevant parties to implement remedial actions, such as apologizing to victims, providing financial or non-financial compensation, committing to prevent similar incidents in the future, or legally accepting penalties, such as fines or administrative sanctions. Chroma will establish comprehensive procedures based on the nature of the impact to enable affected stakeholders to participate in the design, review, and improvement of the grievance mechanism, ensuring the procedures are fair, transparent, and aligned with actual needs and cultural context. To ensure these mechanisms are effectively implemented, the responsible unit shall continuously track their operational effectiveness and evaluate them using quantitative and qualitative indicators.
We promptly investigate any reported violations and take action to minimize negative human rights impacts. When necessary, an investigation team will be formed to handle the matter appropriately. Chroma will not tolerate retaliation against anyone who, in good faith, reports violations of laws, conduct standards, or other Company policies.
Professional ethics (including anti-corruption) Reporting
03-327-9999 #88301
Human Rights and Others Reporting
03-327-9580
In addition to conveying and reiterating the importance of integrity, we have also established processes designed to prevent acts of dishonesty in the "Chroma Rules on Ethical Management Best Practice". In addition, we also ask collaborating partners to sign a "Letter Undertaking Integrity", which clearly states that the undersigned party pledges to refrain from transactions that would be deemed inappropriate or unethical in all business activities and that Chroma may immediately terminate all business dealings with an undersigned party in the event of violation. Terms on integrity and ethical practices have also been included in the Chroma standard Sales and Purchase contracts to deter any acts of dishonesty. There were no incidents of unethical conduct or corruption (including conflicts of interest, money laundering, and insider trading) in 2025. All employee behavior was in strict compliance with all the pertinent regulations for ethical conduct and true to the Chroma ethical management philosophy.
Chroma has deeply rooted a culture of integrity and actively implements education, training, and awareness programs to ensure employees fully understand and master relevant ethical corporate management regulations. Upon onboarding, new employees are required to sign the Employee Code of Conduct and complete courses on "Corporate Integrity and Code of Ethics." In 2025, a total of 164 new domestic employees, including 2 mid-level and senior managers, completed training on Corporate Integrity and Code of Ethics. To strengthen a culture of ethical management, the Company has arranged dedicated courses for foreign employees through the human resources unit to enhance all employees' awareness of anti-corruption practices and relevant regulations, and to reinforce the importance of integrity and ethical conduct in daily life and work. In 2026, the content of existing human rights, corporate integrity, and ethics training courses will be updated. Beginning in July 2026, the courses will be rolled out in stages to all foreign employees, with completion expected by December 2026.
Legal Compliance

Strict compliance with laws and regulations in operations is an exercise of social responsibility and one of the keys to sustainable management. Chroma's products and services are available worldwide. To ensure compliance with relevant global laws and regulations, Chroma has established a legal department that closely monitors the formulation and development of regulations that may affect the Company, and has implemented a system for assessing compliance with laws, policies, and regulations to assist various departments in adhering to all applicable standards. The Company identifies and manages laws and regulations related to operations, environmental protection, occupational safety and health, labor, and products, implements legal monitoring. It also discloses any fines imposed due to administrative legal cases or major incidents that significantly affected the Company's finances, operations, or shareholder interests, or that are required to be disclosed on the MOPS, in its Corporate Social Responsibility Report, to achieve balanced reporting and information transparency.
In 2025, the Company received one penalty for a material safety incident. Although there were no fatalities or occupational diseases, an employee sustained a right knee injury requiring hospitalization. The total fine for this case was NT$100,000, and internal management mechanisms have since been strengthened.
