Board of Directors

Board Competencies and Diversification

In accordance with Article 20 of the Corporate Governance Best Practice Principles for Listed and OTC Companies, the composition of the board of directors should consider diversification and incorporate the knowledge, skills, and qualities required for the execution of their duties. To attain the ideal goals of corporate governance, the board of directors as a whole should possess the following capabilities:

1. Ability to make operational judgements
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. Leadership
8. Ability to make policy decisions

The board members of our company are selected in the spirit of diversity, with the board composed not only of shareholder representatives but also industry experts and professionals from various fields. The board consists of a total of 7 directors, including 3 independent directors (43% of the total). The age distribution of directors is as follows: 1 person aged 60 and above, 3 persons aged 51 to 60, 2 persons aged 41 to 50, and 1 person aged 21 to 30. In line with promoting gender equality policies and enhancing board structure, aiming to achieve a goal of increasing the proportion of female directors to over one-third (30%), the current composition of the board includes 71% male members (5 individuals) and 29% female members (2 individuals). Efforts will be made in the future to increase the number of female directors to meet the specified target.

Our company is dedicated to building a strong presence in the fields of machine tools, real estate, and property, aspiring to become a model of business excellence. Examining the list of our board members, Chairman Lin, Tsung-Lin has extensive experience in the company's business domains, grasping the intricacies of industry operations and development. His leadership style is open, and he is receptive to diverse perspectives.

Directors Tung, Shang-Yu and Lin, Yi-Zhen have joined our management team, bringing a deep understanding of our organization and business operations. They excel in operational management, investment judgment, and possess a keen understanding of the international market. Among our female members, Director Zhang, Yu-Xin specializes in operational management and human resources. Our independent directors also bring valuable expertise to the table. Independent Director Chen, Li-Yun is well-acquainted with the general industrial landscape and economic development trends. Independent Director Gong, Xin-Jie possesses expertise in law, corporate management, and relevant experience. Independent Director Wu, Zhi-Chi combines financial, accounting, auditing, and information technology expertise.

FALCON appoints industry elites to its board of directors to assist the company in its core business-related investment projects, accounting, finance, and corporate governance based on their individual domains of professionalism. Their different backgrounds and experiences help synergize advantageous decision-making. The company will accordingly continue inviting competent candidates to join its board based on development strategies as well as internal and external environment changes to help strengthen board diversity.

The diverse professional specialties of the board of directors are provided as below:

Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation

Our company follows the "Articles of Incorporation" and the "Corporate Governance Best Practice Principles for Listed and OTC Companies." We have established a director election system in accordance with Article 192-1 of the Company Act, outlining a candidate nomination procedure. The composition of the board of directors is carefully considered to ensure diversification, selecting experts from various fields based on the company's operations, business model, and development.

Planning for Succession of Directors and Succession Implementation

A. For the effectiveness of board diversity, sustainable development, as well as independence and professional qualifications as prescribed in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, FALCON factors in the following principles when nominating director candidates:

• a. No discrimination of candidates’ ages, genders, ethnicities, and/or nationalities.
• b. Elites with expertise and rich experience in various domains that meet the needs of the company’s diversified development.
• c. Knowledge, skills, and experience necessary to perform their duties:

1. Operational judgements
2. Accounting and financial analysis
3. Management and administration
4. Risk management
5. Crisis management
6. Knowledge of the industry
7. An international market perspective
8. Leadership
9. Decision-making

B. FALCON’s Regulations Governing Board Performance Evaluation takes comprehensive consideration of board performance evaluation results, directors’ participation in company operations, as well as their contribution to the company and their responsibilities to confirm the effectiveness of board functioning as a reference for selection of its directors. Moreover, pursuant to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, FALCON provides ongoing education to its directors to further improve their outstanding characteristics and decision-making effectiveness. In 2023, all directors of the board of FALCON complied with the Regulations Governing Board Performance Evaluation and their ongoing education also proceeded well.

Planning for Succession of Senior Managerial Officers and Succession Implementation

A. The selection, development, and succession of senior managerial officers, critical to business sustainability, are planned as follows:

• a. Selection Principle: Alignment with FALCON's core values, which encompass business integrity, a practical approach to business, and the pursuit of excellence.
• b. Succession planning: Management training programs, enhancement of competencies for new technology, and job rotation based on successor candidates’ development potentials to focus on training resources relevant to company and departmental objectives to strengthen such candidates’ competitiveness in their current jobs.
• c. Objective of Cultivation: Through purposeful, systematic, and organized experiential learning, elevate the perspective and capabilities of leaders, establish a management language that stays abreast of the times, optimize organizational culture, and cultivate a solid foundation for sustainable operations.

B. How FALCON develops possible successor candidates at present:

• a. The president, vice presidents, and other senior managerial officers invited to sit in at quarterly board and operation meetings to help strengthen their decision-making and judgement competencies.
• b. Successor candidates’ performance evaluation results as a reference for the selection of qualified successors.
• c. Every year, we conduct training courses for senior executives (managerial level and above). The course topics cover performance management, leadership, business and economic knowledge, and issues related to corporate sustainability. Through engaging with external speakers and sharing experiences, participants gain insights into the latest management trends and stay abreast of the pulse of the times.