Corporate Governance Regulations

Corporate Governance Officer

SCSB established the Secretarial Office of the Board of Directors as the dedicated unit for corporate governance. Deputy Executive Vice President CHEN, SHU-MIN was appointed as the corporate governance officer on January 1, 2024, and is the highest level supervisor of corporate governance related affairs, protect the rights and interests of shareholders and enhancing board functions, which was passed by the Board of Directors on November 10, 2023. Ms. CHEN has over a decade of managerial experience in legal affairs and compliance units of public companies, and is therefore qualified to serve as the corporate governance officer.

1. Main scope of duties:
   • Handle relevant matters of the Board of Directors meeting and the shareholders’ meeting as required by law.
   • Produce minutes for the Board of Directors meetings and shareholders’ meetings.
   • Provide induction program to new Directors and arrange continuing education and training for existing Directors.
   • Provide required information for directors’ performance of duties.
   • Assistance in directors’ compliance.
   • Other matters specified in accordance with the SCSB Articles of Association or contracts.
2. Training courses:
   The Corporate Governance Officer also participated in training courses related to corporate governance for a total of 43.66 hours in 2024.
3. Implementation status of operations in 2024:
   • Matters related to shareholders' meetings, board meetings, executive board meetings, Audit Committee meetings, Remuneration Committee meetings, Risk Management Committee meetings, and Nomination Committee meetings (prepare the agenda, meeting notices, compliance, avoiding conflict of interest, follow up and report on directors' opinions, and meeting minutes).
   • Provide directors with data necessary for performing their duties and information on the latest laws and regulations related to corporate governance.
   • Assist directors with performing their duties, compliance, communication with the management department, and arrange continuing education.
   • Conduct performance evaluations on the Board of Directors, functional committees, and board members.
   • Formulate or amend corporate governance related regulations (Corporate Governance Best Practice Principles, Rules of Procedure for Board of Directors Meetings) in coordination with company operations and the latest laws.
   • Update the Chinese and English version of Corporate Governance Section on SCSB's website at any time.
   • Formulate, supervise the implementation, and provide training on policies and promotion and prevention plans for SCSB's ethical corporate management policy.
   • Conduct corporate governance evaluations.
   • Announce material information.