Corporate Governance

PlayNitride follows Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies, by which to

• protect shareholders’ rights and interests;
• strengthen the powers of the board of directors;
• fulfill the function of audit committee;
• respect stakeholders’ rights and interests; and
• enhance information transparency.

Based on Regulations for the Establishment of Internal Control Systems by Public Companies, PlayNitride takes into consideration the overall operational activities of itself and its subsidiaries in establishing an effective internal control system, and review it at all times, in order to keep up with the dynamics of environment inside and outside the company and ensure that the design and enforcement of the system remain effective.

The board of directors and the management shall review the result of the self-inspection of each department and the report of the internal audit department at least annually. Members of the audit committee shall also pay attention to and exercise oversight of this matter.

PlayNitride executives pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, evaluate problems of the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis and can assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.

1. Board of Directors

The number of the board members has been properly determined by reviewing the scale of corporate management and operation and the shareholding of the major shareholders and taking into consideration of the practical needs for operation. While installing independent directors, it shall take into account the reasonable professional composition of the directors and the objective requirements for their duties independently.

2. Audit Committee

PlayNitride has set up the audit committee. members of the audit committee can communicate with PlayNitride’ employees, shareholder and related person through the board meeting, shareholder meeting and audit reports, among other channels.

Corporate Governance Guidelines

To safeguard shareholders’ rights and enhance the functionality of the Board of Directors, the company’s Board of Directors approved the appointment of Ms. Ting-Hui Chou, Director of the Finance and Accounting Division, as the Corporate Governance Officer on March 24, 2023. Director Chou has more than three years of experience in overseeing finance, stock affairs, and board affairs at a publicly listed company.

The Corporate Governance Officer is responsible for planning and supervising corporate governance-related matters, as well as providing support to the Board of Directors. The key responsibilities include:

• 1. Handling matters related to meetings of the Board of Directors, functional committees, and shareholders’ meetings in accordance with the law.
• 2. Preparing meeting minutes for the Board of Directors, functional committees, and shareholders’meetings.
• 3. Assisting directors with onboarding and continuous education.
• 4. Providing directors with the necessary information for business execution.
• 5. Assisting directors in complying with relevant laws and regulations.
• 6. Reporting to the Board of Directors on the review results regarding the qualifications of independent directors at the time of nomination, appointment, and throughout their tenure.
• 7. Managing matters related to changes in board membership.
• 8. Handling other matters as stipulated in the company’s Articles of Incorporation.

Implementation of Insider Trading Prevention Measures

Sustainable Development Practice Guidelines – Implementation of Sustainable Development Initiatives

Ethical Business Conduct Guidelines – Implementation of Ethical Business Practices