Our Board of Directors is composed of 7 directors, 3 of whom are independent directors. The members of the Board of Directors have diversified backgrounds in genders, specialties & expertise, and industrial management. To make the supervisory function and management system more complete, our Board of Directors also set up Audit Committee, Remuneration Committee, and Internal Audit Office to assist the Board with its supervisory duties.

According to the "Regulations Governing Procedure for Board of Directors Meeting", our Board of Directors meetings are convened at least once a quarter with a total of 16 convened in 2022. The Board of Directors is mainly responsible for the review of the company's financial reports, stipulation and amendment of internal control policies, appointment and supervision of managers, evaluation of internal control policies, selection and appointment of accountants, election and dismissal of the chair of the board, and decision making on business strategies. In case there are conflicts of interest involved in the proposal, the directors should recuse themselves from the meetings. Major resolutions of the board of directors, attendance of directors, and remuneration of directors have been disclosed in the company's annual report for shareholders and stakeholders to refer to.

List of Directors (Independent Directors Included)

The board diversity of the company is presented below:

◎According to the Structure of the Board of Directors in Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
(1) Basic requirements and values: Gender, age, nationality, and culture;
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

◎All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
(1) Ability to make operational judgments.
(2) Ability to perform accounting and financial analysis.
(3) Ability to conduct management administration.
(4) Ability to conduct crisis management.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Ability to lead.
(8) Ability to make policy decisions.

Fulfillment:

The company currently has 4 directors (including 3 legal person directors and each appointed a representative), and 3 independent directors; 7 natural persons are all citizens of the Republic of China, 4 males and 3 females: 1 aged between 30 and 40, 3 aged between 40 and 50, and 3 aged between 50 and 60. The term of office of 1 independent director has reached 3 years, and the term of 2 independent directors has not yet reached 3 years. The company has always attached great importance to gender equality of the members of the board. Currently, there are 3 female directors among the 7 directors, accounting for 43%.
Management Objective
The members of the board of directors include at least one woman. (Reached)
Independent directors have not exceeded three sessions. (Reached)

Board Diversity

To implement corporate governance and enhance the Company's board functions, and to set forth performance objectives to improve the operation efficiency of the board of directors, the Company has established regulations governing the board performance evaluation on January 11, 2017. The board committee's charters shall be subject to review at least once a year and the Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
 

1.Internal Assessment

At Softstar, our performance assessment for the year 2023 is supervised by the Finance Department, who serves as the executing unit for both the internal self-assessment of our Board of Directors and the evaluation of its Board Members. Additionally, the performance evaluation of the Remuneration Committee is administered by our Human Resources Department, while the performance evaluation of the Audit Committee is conducted by the Finance Department.

(1)Assessment Criteria

Our assessment criteria for the Board of Directors cover five key areas:
1.1 Active participation in company operations.
1.2 Enhancement of decision-making quality within the board.
1.3 Evaluation of board composition and structure.
1.4 Consideration of director selection and ongoing education.
1.5 Internal controls.

For board members, assessment focuses on six dimensions:
1.1 Understanding and alignment with company goals and missions.
1.2 Awareness of directorial responsibilities.
1.3 Active involvement in company operations.
1.4 Management of internal relationships and communication.
1.5 Commitment to professional development and continuous education.
1.6 Internal controls.

Functional committee assessments within Softstar are based on five core criteria:
1.1 Active participation in company operations.
1.2 Understanding of committee responsibilities.
1.3 Contribution to enhancing decision-making quality within committees.
1.4 Evaluation of committee composition and member selection.
1.5 Internal controls.

(2)The Results of the Board of Directors' Performance Evaluation for the Year 2023 (Including Functional Committees):

2.1 The Board of Directors conducted a self-assessment covering five major dimensions with a total of 45 items. The overall achievement rate exceeded 90%, indicating that the overall operation of the board is relatively sound and in line with corporate governance standards.
2.2 Board members conducted a self-assessment covering six major dimensions with a total of 23 items. The overall achievement rate exceeded 90%, demonstrating positive evaluations of the efficiency and effectiveness of the various indicators by the board members.
2.3 Functional committees underwent a self-assessment covering five major dimensions with a total of 26 items. The overall achievement rate exceeded 90%, indicating that the overall operation of the functional committees is relatively sound and in compliance with corporate governance standards.

Board self-assessment	Excellent
Board member self-assessment	Excellent
Functional Committee (Audit)	Excellent
Functional Committee (Compensation)	Excellent

Overall, the results of the Board of Directors' performance evaluation for the year 2023 indicate that the set objectives have been achieved.

(3) In accordance with corporate governance principles, the following are areas for improvement:

3.1 Attendance of Directors at Shareholders' Meetings: In the fiscal year 2023, only one director attended the shareholders' meeting (where there must be a majority of directors present, including at least one independent director).
3.2 Continuing Education for Directors: In the fiscal year 2023, only one director and three independent directors completed over 6 hours of continuing education, not meeting the requirement for all directors (where newly appointed directors are required to complete 12 hours in their first year, while continuing directors are required to complete 6 hours annually).
The results of the Board of Directors' performance evaluation for the year 2023 were presented at the board meeting on January 23, 2024.

2.External Assessment

On November 18, 2022, the Company entrusted Ernst & Young Global Limited (hereinafter referred to as Ernst & Young) with the evaluation of the board’s performance. Through document inquiry, directors' self-assessment questionnaires, and on-site interviews, Ernst & Young evaluates the three aspects of the board: structure, people, and process and information. The evaluation mainly covers eight projects including board structure and process, board members, legal person and organizational structure, roles and responsibilities, behavior and culture, director training and development, risk control, and the supervision of reporting, disclosure and performance.

In terms of qualitative metrics, Ernst & Young rated the board's performance at 3 different levels: primary, advanced, and benchmark. After a comprehensive evaluation, the company's performance in the three major aspects is at the primary level. The company will take the evaluation results and relevant advice provided by Ernst & Young as a reference for continuing to strengthen the functions of the board of directors.

The company reported the evaluation results of the board's performance on February 20, 2023.

The results of the performance evaluation of external boards, including improving suggestions and future improvement plans or actions as follows:

Directors (including independent directors) election related information

According to Article 17 of the Articles of Association, there are seven directors, three supervisors, and the nomination system of candidates. The shareholders shall be selected in the list of directors and supervisors candidates for three years. The number of independent directors in the aforementioned directors must not be less than two, and it must not be less than one -fifth of the directors' seats.

The company's nomination system is provided in accordance with the provisions of Article 192 of the Company Law. Before the shareholders' meeting was held, the shares were stopped. Directors) Should choose a quota and not less than ten days during the acceptance. The list of candidates (including independent directors) candidates (including independent directors) shall be sent to the shareholders' meeting after the board of directors should meet the conditions of the directors (including independent directors).

A candidates nomination system is adopted by Softstar Entertainment for election of the directors of the company