Board Performance Evaluation

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To strengthen corporate governance, enhance the functions of the Board of Directors, and establish performance objectives to improve the operational efficiency of the Board, the Company adopted the Regulations Governing Board Performance Evaluation on May 11, 2021.

Internal Board performance evaluations are conducted annually. In addition, the Company shall engage an external professional and independent institution or a team of external experts and scholars to conduct Board performance evaluations at least once every three years, with the aim of continuously enhancing Board effectiveness and improving the quality of corporate governance.

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Performance Evaluation of the Board of Directors and Its Members in 2022
Performance Evaluation of the Board of Directors and Its Members in 2023
Performance Evaluation of the Board of Directors and Its Members in 2024
Performance Evaluation of the Board of Directors and Its Members in 2025

External Board Performance Evaluation

Evaluation PeriodExternal Evaluation InstitutionEvaluation MethodsDate Submitted to the Board of DirectorsDownload
2022/12/01
~2023/11/30		Taiwan Corporate Governance Association (TCGA)The evaluation was conducted through document review, questionnaire surveys, and director interviews.2024/02/05
2024/12/01~
2025/11/30		Taiwan Institute of Ethical BusinessThe evaluation was conducted through document review, questionnaire surveys, and director interviews.2026/01/14

Overall Evaluation

Taiwan Corporate Governance Association (TCGA)

  1. The Chairman of the Company respects the professionalism of the directors and seeks the opinions of Independent Directors and engages in adequate communication in advance regarding important issues or projects. Sufficient information on all proposals is provided to directors prior to Board meetings. Board members actively participate in discussions on various issues and maintain direct communication channels with the management team. Overall, the Board demonstrates a sound meeting culture and effective governance practices.
  2. The Company’s Board of Directors consists of nine directors, including four Independent Directors (representing more than one-third of the Board), among whom two are female directors, reflecting diversity in both expertise and gender composition. The directors possess expertise and practical experience in business management, finance, accounting, law, and industry knowledge. Overall, the combination of directors’ competencies aligns with the Company’s operational development needs and contributes positively to business expansion.
  3. In November 2023, the Company established the Sustainability Development Committee under the Board of Directors. The Committee consists of two Independent Directors, two internal directors (serving concurrently as General Manager and Executive Vice President), and the Chief Consultant as committee members. The Committee has established working groups for Environmental Protection, Social Responsibility, Corporate Governance, and Risk Management. Among them, the Risk Management Working Group assists in implementing overall risk control mechanisms. The Company has established risk management policies and procedures accordingly.

Taiwan Institute of Ethical Business

  1. The evaluated company has a diverse Board composition with directors possessing solid professional backgrounds. Adequate pre-meeting preparation and effective real-time communication mechanisms during meetings enhance the quality and efficiency of decision-making, while fostering positive interaction and collaboration between the Board and the management team.
  2. The evaluated company has established comprehensive internal control and risk management systems. Through the Internal Audit Office and the Risk Management Working Group, audits and monitoring activities are systematically implemented and regularly reported to the Board of Directors, thereby strengthening the corporate governance framework and supporting sustainable business operations.
  3. The evaluated company has established a well-structured Sustainability Development Committee and actively promotes initiatives relating to environmental protection, social responsibility, and corporate governance. Through external consulting support and third-party verification, the Company demonstrates a strong commitment to ESG principles and their comprehensive implementation.
  4. The evaluated company places significant emphasis on talent retention and succession planning. The Board of Directors regularly discusses succession planning for key managerial personnel and overseas talent requirements to ensure that workforce planning aligns with the Company’s operational strategies. In addition, the evaluated company actively references international best practices and integrates characteristics of the sports industry to continuously optimize talent development programs, enhance employees’ professional capabilities and competitiveness, and safeguard the healthy development of the organization.

Recommendations

Taiwan Corporate Governance Association (TCGA)

  1. The Company has established a Compensation Committee to assist the Board of Directors in fulfilling its responsibilities for overseeing compensation and performance evaluation systems. It is recommended that the Company incorporate ESG objectives into the performance indicators of senior executives and link such indicators to compensation under its compensation policies, systems, standards, and performance evaluation metrics, thereby facilitating the achievement of the Company’s sustainable development goals.
  2. The Company has disclosed a “Whistleblowing and Complaint Mailbox” under the Integrity Management section of its corporate website. However, an effective whistleblowing mechanism places particular emphasis on direct communication with the Board of Directors, especially Independent Directors. It is recommended that the Company establish a reporting channel that may be simultaneously received by Independent Directors (or the Audit Committee) in order to further strengthen the whistleblowing mechanism.
  3. The Company’s Board of Directors has gradually placed greater emphasis on corporate governance evaluation. It is recommended that the Company strengthen the timeliness and accuracy of information disclosed on its corporate website and annual reports, enhance corporate governance transparency, facilitate stakeholders’ access to relevant information, and further improve its corporate governance evaluation performance.

Taiwan Institute of Ethical Business

1.Establish a Nomination Committee to strengthen board governance and enhance talent diversity.
2.Enhance the recording of directors’ statements in board meeting minutes.
3.Establish an integrated and dedicated risk management unit.
4.Develop a structured succession planning framework for professional talent.

Improvement Action Plan

In response to the recommendations, the Company has implemented and completed the following improvement measures:

1. Linking Compensation with Performance Evaluation

To strengthen corporate governance, enhance the linkage between performance evaluation and compensation for directors and managerial officers, and ensure transparency, fairness, and institutionalization, the Company established the “Regulations Governing Compensation and Performance Evaluation Management for Directors and Managerial Officers” on January 15, 2024.

2. Strengthening the Whistleblowing Mechanism

The Company has disclosed a “Whistleblowing and Complaint Mailbox” in the Integrity Management section of its corporate website and has additionally established an Audit Committee mailbox, enabling the Audit Committee to simultaneously receive reports through a dedicated reporting channel, thereby further strengthening the whistleblowing mechanism.

3. Enhancing the Timeliness and Accuracy of Information Disclosure on the Corporate Website and Annual Reports to Improve Corporate Governance Transparency

The Company will continue to optimize the information disclosure process for its corporate website and annual reports to ensure the timeliness and accuracy of disclosed information and further enhance corporate governance transparency.

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© 2023 Taroko US Corporation (TRK Corporation)。All Rights Reserved

  • +886 4-3611-8888

  • +886 4-3611-6688

  • trk04690983@gmail.com

© 2023 Taroko US Corporation(TRK Corporation) All Rights Reserved

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