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Corporate Governance Implementation Status

Items for evaluation State of Operations Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
Yes No Summary
1. Does the company formulate and disclose the code of corporate governance practices under the "code of corporate governance practices for for TWSE/TPEx Listed Companies"? Yes   To establish a fair corporate governance system, the Company's Board of Directors has already approved of and implemented "Corporate Governance Best Practice Principles" on March 20, 2015. No major deviations.
2.Ownership structure and shareholders' equity of the company
  1. (一)
    Whether the company has established internal operating procedures to deal with shareholders' suggestions, doubts, disputes, and litigation, and implement them under the procedures?
  2. (二)
    Whether the company has a list of the major shareholders who control the company and the ultimate controllers of the major shareholders?
  3. (三)
    Does the company establish the relationship between firewall and risk control mechanism?
  4. (四)
    Whether the company has internal regulations to prohibit insiders from trading securities by using unpublished information on the market?
 Yes  
  1. (一)
    The company has formulated the rules of procedure of the shareholders' meeting, established a spokesperson and acting spokesperson system under the regulations, and set up a special person to deal with investor relations and shareholder-related issues.
  2. (二)
    It shall update regularly the list of principal shareholders of the company and the list of principal shareholders of the company.
  3. (三)
    It bases on the principle of mutual independence for all financial and business matters between the company and its affiliated companies. It formulates the operating procedures for the management of transactions between the parent company, and shall establish relevant management measures such as "operating procedures for transactions between the company and its affiliated persons, specific companies, and group companies".
  4. (四)
    The Company has formulated the “Procedures for Ethical Management and Guidelines for Conduct” and the “Management Procedures to Prevent Insider Trading”. Relevant internal personnel shall abide by the related laws and internal operation procedures, and shall not use the known unpublished information to engage in insider transactions or disclose it to others, to prevent others from using the unpublished information to engage in insider transactions. The relevant implementation of insider trading prohibition has been disclosed on the Company’s website (www.greattree.com.tw/article-page/Insider).
 No major deviations.
Yes   No major deviations.
Yes   No major deviations.
Yes   No major deviations.
三、Component and Responsibilities of the Board of Directors
  1. (一)
    Does the board of directors formulate a diversified policy on the component of members and implement it?
  2. (二)
    Does the company voluntarily set up other functional committees in addition to setting up a salary and Remuneration Committee and audit committee by law?
  3. (三)
    Whether the company has formulated the performance evaluation measures and evaluation methods of the board of directors, conducted performance evaluation every year and regularly, and submitted the results of performance evaluation to the board of directors for reference to the salary and remuneration of independent directors and a nomination for renewal?
  4. (四)
    Does the company regularly evaluate the independence of certified public accountants?
 Yes  
  1. (一)
    The board of directors actively considers candidates with diversified backgrounds and views from candidates with appropriate backgrounds, industry, or relevant knowledge and experience through a just, fair, and open director selection procedure. To enable the members of the board of directors to maintain an appropriate range and balance in terms of skills, experience, knowledge, and personality. Please refer to pages 14 to page 16 of the information of directors and supervisors in 2024 annual report for the implementation of diversification by the relevant board of directors.
  2. (二)
    The company will set up other function committees for the needs of practical operation in the future.
  3. (三)
    The Board of Directors adopted the “measures for self-evaluation or peer evaluation of the Board of Directors” on March 20, 2015, and the relevant evaluation shall be carried out every year under the measures. Currently, Board of Directors will conduct self-evaluation then receive anonymous evaluation from their peers at the end of the year, and results of which will be used toward performance review. The internal evaluation shall be carried out at the end of each year in accordance with this method. The performance evaluation of the Board of Directors of the Company shall be conducted in accordance with the current annual performance evaluation. Please refer to page 30-32 of the annual report on the operation of the Board of Directors. The evaluation shall be carried out by the Finance Department of the meeting unit and conducted by means of internal questionnaires. Additionally, an external performance evaluation will be entrusted to Diwan Financial Advisory Services Co., Ltd in 2024. The results of the performance evaluation shall be used as a reference for the selection or nomination of directors. This year’s self-evaluation scores of the Board of Directors are between 4.81 points and 4.84 points, which is still good. Diwan Financial Advisory Services Co., Ltd issued the Board of Directors’ performance evaluation report on January 24, 2025. The evaluation concluded that the Board of Directors of the Company has established relevant policies and processes for its operations in accordance with related laws and corporate governance indicators. The allocation of tasks is based on different areas of expertise and experience, allowing the Board and its various functional committees to operate effectively. The assessment result was rated as excellent. The Company reported the results of the evaluation and the direction in which it will continue to strengthen in 2025 at the Board meeting held on February 27, 2025 Recommendations for the Board of Directors and the Functional Committee, along with the actions the Company plans to take for improvement are as follows: (1)Enhancing the diversity of the Board of Directors’ composition: The Company plans to appoint at least two female directors when forming the next board. (2)Establishment of the “Sustainable Development and Ethical Corporate Management Committee” as a Functional Committee: The Company will present a governance framework to the Board of Directors aimed at promoting sustainable development in response to international trends. (3)Enhancing the level of the “Information Security Risk Management Framework”: The Company will elevate the level of the Information Security Management Committee, plan and establish policies related to information security, and develop specific response strategies. Additionally, regular reports on the implementation status of information security management will be provided to the Board of Directors. (4)Establishment of risk management policies and procedures approved by the Board of Directors: The Company will submit revised risk management practices to the Board of Directors, adding provisions to report on the Company’s relevant risk control status to the Board and implementing them accordingly.
  4. (四)
    (4)Each year, in accordance with Article 29 of the Listed Company Governance Code of Practice, the Company reports to the Board of Directors for assessment of the independence of accountants. The Finance Department of the Board of Directors first determines the content of the assessment on Article 47 of the Accountants Act and the Accountants' Code of Professional Ethics Gazette No.10 as follows:(please refer to the page 39 in 2024 annual report)。Lo Hsiao-Chin, Cheng Ching-piao and Chang Chih-Ming, who were appointed by Ernst&Young Assoicates in the 2023 and 2024, all met the independence assessment standards of the Company and obtained the declaration of independence and Audit Quality Indicators (AQIs) issued by Ernst&Young Associates, which was reported to the Board of Directors on February 27, 2024 and February 27, 2025, respectively, and are sufficient to serve as the Company’s certified public accountants.
 No major deviations.
  No Explanation on the left (2)
Yes   No major deviations.
Yes   No major deviations.
四、Does the company allocate a competent and appropriate number of corporate governance personnel and appoint a corporate governance director to be responsible for matters related to corporate governance (including but not limited to providing data required by directors and supervisors to carry out business, assisting directors and supervisors to comply with regulations, handling matters related to meetings of the board of directors and shareholders by law, making minutes of meetings of the board of directors and shareholders, etc.)? Yes   Upon resolution from the Board meeting on March 28, 2019, the Company has designated Assistant Manager Shu-Yi Wu from Finance Department to serve as the Company's corporate governance personnel to protect the rights and interests of shareholders and to strengthen the functions of the Board. Associate Manager SHU- YI WU has a public releasing company with more than five years of experience in accounting, finance, and other management of public companies.
1. The main responsibilities are to provide the data required by Directors (including independent directors) and supervisors to carry out their business, assist directors (including independent directors) and supervisors to comply with regulations, and handle matters related to functional committees of the board of directors and shareholders' meetings by law.
2. Please refer to the " Board of directors' Meeting Minutes'", "Committees" of this website for the implementation of 2024.
3. Training of corporate governance directors in 2024:
    The corporate governance director has completed 12 hours of advanced study in 2022 and reported to the public information Observatory under the regulations. The course name is as follows:
(1) Issuer Stock Exchange Accounting Manager Continuing Study Class - 12 Hours
(2) Labor Dispute Prevention and Corporate Governance - 3 Hours
(3) Discussion on the Evaluation and Execution of Investment, Mergers and Acquisitions from a Legal Perspective - 3 Hours		 No major deviations.
五、Does the company establish communication channels with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), set up stakeholder zones on the company's website, and properly respond to important corporate social responsibility issues concerned by stakeholders? Yes   The company respects the rights and interests of stakeholders, identifies the stakeholders of the company, understands their reasonable expectations and needs through appropriate communication methods and the participation of stakeholders, has set up a Chinese enterprise website to disclose the company's financial business and other relevant information in detail, and has also set up a special area for investors to disclose relevant information (www.greattree.Com.TW/articlepage/investor), And properly respond to the important corporate social responsibility issues concerned by stakeholders, and each department shall be responsible for the communication of stakeholders:
 
  1. (一)
    Shareholders and investors 1. A Shareholders; Meeting is convened in each year and resolutions for proposals are achieved through vote one by one. Shareholders can also exercise their voting rights through electronic voting to fully participate in the process of proposal resolution. 2. Annual Report for the Shareholders; Meeting is prepared in each year, and Investor Conference is held from time to time in each year to report on Company operating status to facilitate in investors; decision-making. 3. Revenues from the previous month is announced on the MOPS and the Company website on a monthly basis.
  2. (二)
    Employees Employee relations conference is held regularly, and store manager meeting is convened along with educational training in each month.
  3. (三)
    Customers and consumers Consumers can join the Company's membership to receive members' privileges and to immediately provide relevant feedback and opinions for revisions to store personnel while shopping. They can also provide concerns and feedback to the Company via customer service hotline.
  4. (四)
    Suppliers The Company ensures that suppliers are in full compliance with national laws regarding human rights, environmental protection and food safety through visits and organizing supplier evaluation and review, and that suppliers do not use child labor or abnormal materials during production processing, thus helping to supervise and assist suppliers to strengthen compliance to various laws.
 No major deviations.
六、Does the company appoint a professional stock affairs agency to handle the affairs of the shareholders' meeting? Yes   The Company has appointed the Taishin Securities stock transfer agency department to handle stock affairs and Shareholders' Meeting affairs. No major deviations.
七、Information disclosure
  1. (一)
    Does the company set up a website to disclose financial business and corporate governance information?
  2. (二)
    Does the company implement other ways of information disclosure (such as setting up an English website, appointing a special person to be responsible for the collection and disclosure of the company's information, implementing the spokesman system, placing the company's website during the legal person briefing, etc.)?
  3. (三)
    Does the company announce and report the financial report within two months after the end of the fiscal year, and announce and report the financial report of the first, second, and third quarters and the operation of each month before the specified time limit?

Yes

 

 

Yes

 

 

 

 










No
 
  1. (一)
    The company has set up a website with a special area for investors. Shareholders and investors can inquire about the company's financial business and corporate governance. (http://www.greattree.com.tw/)
  2. (二)
    The company has set up an investor zone in English (http://www.greattree.com.tw/article-page/investor-en), and appointed a special person to be responsible for the collection and disclosure of the company's information, and update it in the investor zone promptly. The company appoints Shan- Feng Lu, the deputy general manager, as the spokesperson, and Shu- Yi Wu as the Deputy spokesperson to speak on behalf of the company, to ensure the real-time and correct disclosure of external information. In case the Company organizes Investors Conference, any briefing or audio-visual information will be disclosed on the Investors section on the Company website.
  3. (三)
    The company is a retail channel industry. The company is unable to announce and report the financial report within two months after the end of the accounting year or before the specified time limit to cooperate with the time difference in the reply of financial information of each store due to the distribution of franchise stores all over the country, but it can complete the announcement within the reporting time limit required by regulations.

No major deviations

 

No major deviations

 

 



 

We will integrate the group's financial and accounting work and discuss the audit schedule with the CPAs.

 
八、Whether the company has other important information that is helpful to understanding the operation of corporate governance (including but not limited to employee rights and interests, employee care, investor relations, supplier relations, rights of interested parties, further education of directors and supervisors, implementation status of risk management policies and risk measurement standards, implementation status of customer policies, purchase of liability insurance for directors and supervisors, etc.)? Yes  
  1. (一)
    Employee rights: the Company's operations are in line with rules from the Labor Standards Act. Please see Chapter V. Operations Overview - Labor Management Relations for relevant employee benefit measures, studies and training, and pension system.
  2. (二)
    Employee wellness: the Company is committed to providing a safe and healthy work environment for employees, and regularly organizes company-wide employee health checkup in each year to protect the health and wellness of all employees.
  3. (三)
    Investors relations: in addition to disclosing Company operations or financial information on the MOPS in accordance with the law, the Company has also established a point of contact for investors relations to be responsible for information disclosure and maintenance of investor relations to enhance Company transparency.
  4. (四)
    Suppliers relations: the Company continues to promote "traceability management" and requires suppliers to provide inspection reports to guarantee that their products are in compliance with relevant laws and regulations.
  5. (五)
    Rights of stakeholders: the Company has set up online announcement procedures for public information announcement, and has designated personnel to be responsible for collection and disclosure of Company information to ensure that information that may affect shareholders' and stakeholders' decision-making can be disclosed on a timely and appropriate basis.
  6. (六)
    Directors and Supervisors' training records: the Company's Directors and Supervisors are all equipped with relevant professional knowledge and have taken continuing studies courses in accordance with relevant laws and regulations. Required hours of such studies have also been met. Please see "MOPS/Corporate Governance/Directors' and Supervisors' attendance of Board meetings and continuing studies" for more details.
  7. (七)
    Implementation of risk management policies and risk measurement standards: each department of the Company will review each other from time to time and internal auditors will also conduct either scheduled audit or as needed. Finally, Directors' and Supervisors' review are also carried out. In other words, layers of prevention and comprehensive risk control that involves everyone in the organization is adopted.
  8. (八)
    Implementation of consumer protection or customer policies: the Company actively collects customer feedback, analyzes customer needs, enhances service quality and proposes suitable solutions, and customer satisfaction is incorporated into ISO standards to strengthen management, enhance efficiency and quality control, and at the same time, an audit and follow-up mechanism has also been established.
  9. (九)
    Purchasing liability insurance for Directors and Supervisors: the Company has purchased liability insurance for Directors and Supervisors to strengthen the protection of shareholders' interests.
 No major deviations.

九、Please indicate the improvement of the results of the corporate governance evaluation issued by the Company's Center for Corporate Governance in the last year of the TWSE and provide priority measures and measures for those who have not yet improved. The Company has been ranked between 21% and 35% Corporate Governance Evaluation of the Taiwan Stock Exchange Corporate Governance Center( 773 TPEx Listed companies in 2024). The Company has revised the Company's Corporate Governance Best Practice Principles in accordance with the Corporate Governance Best Practice Principles revised and issued by the Financial Supervisory Commission on August 23, 2024. The Company will continue to make improvements based on unscored items to build a corporate governance management mechanism.