Brogent Technologies, Inc. – Flying Theatre Manufacturer

Corporate Governance

Governance Organization

Company Organizational Chart
The chairman is the highest level responsible person at Brogent. After the re-election of directors at the annual general meeting on May 28, 2020, Mr. Chih-Hung Ouyang was appointed as the chairman (concurrently president), responsible for overall management of the Company's economic, social, and environmental performance, as well as decision-making on related issues. He is also responsible for supervising the implementation of internal audit and control, planning mid-term and long-term business strategies, setting directions for business development and market deployment, and managing the business performance of subsidiaries.

The Board of Directors is the Company's highest level governance unit, is mainly responsible for guiding the Company's strategies and supervising management, and is accountable to the Company and shareholders. An Audit Committee and Remuneration Committee were established under the Board of Directors. Functional committees are accountable to the Board of Directors and submit agenda items to the Board of Directors for resolution. Furthermore, Brogent has also appointed a corporate governance officer to protect the rights and interests of investors, serve the function of the Board of Directors and functional committees, and increase information transparency.

Operation of the Board of Directors
Brogent's Board of Directors exercise the powers and responsibilities conferred by the Company Act, the Articles of Incorporation, and resolutions of shareholders' meetings; oversees the Company's operations, formulates the Company's strategies and policies, identifies operational risks, and sets forth directions for corporate social responsibility development. The Board of Directors convenes meetings at least once a quarter, and convened a total of 6 meetings with an attendance rate of 97.43% in 2022.

Independent directors communicate corporate governance matters with the chief internal auditor and the CPAs during meetings, and the scope of communication includes: The responsibilities of the governance body, the scope and methods of audit, the 2022 risk assessment and key audit matters, independence, results of internal control risk assessments, and the 2023 audit plan.

Director Nomination and Election
The nomination and election of members is based on the “Rules for Election of Directors,” which are fair, just, and open. The candidate nomination system is used according to Article 192-1 of the Company Act, and directors are elected by the shareholders' meeting from the list of candidates. The cumulative voting system is used to elect 7-9 directors, including at least 3 independent directors, to three-year terms. Directors may be elected to consecutive terms. Brogent requires managers and directors to meet the highest ethical standards for ethical corporate management, and requires them to exercise the due care of a good administrator when performing duties in accordance with the Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct for Directors and Managerial Officers, and Operating Procedure for Prevention of Insider Trading.

Diversity and Independence of Board Members
Brogent specified in the “Corporate Governance Best Practice Principles” that the diversity of board members must be taken into consideration, and there may not be any restrictions on gender, age, nationality, and culture. The Board of Directors consisted of 7 members in 2022. All directors were 51 years old and above and had professional skills in operation identification, business management, leadership and decision-making, crisis management, industry knowledge, and international market perspective. They have practical and academic research backgrounds in different aspects of ESG, including accounting, industry, finance, technology, and law. Six directors are not managers at the Company (accounting for approximately 86%), showing that the Board of Directors has a sound structure. The Board of Directors also has independence, among the 7 directors, 3 are independent directors (accounting for approximately 43%). There are no directors who are the spouses or relatives within the second degree of kinship of each other.

Note: For more information on the Board of Directors, please see the Company's 2022 Annual Report (III. Corporate Governance Report).

Continuing Education of Directors
Under the Directions for the “Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies”, Brogent's Board of Directors regularly engages in continuing education and received a total of 50 hours of continuing education in 2022. On average each Director received 7.1 hours of continuing education to ensure their understanding of regulatory amendments and emerging issues, enhance the Board's overall competencies, and improve the effectiveness of corporate governance.

Operations of Functional Committees
Remuneration Committee
Brogent established the Remuneration Committee and its charter in accordance with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock Is Listed on the Taiwan Stock Exchange or the Taipei Exchange”. The committee supervises the Company's remuneration system for directors and managers, faithfully performs its duties, and submits proposals to the Board of Directors for review. The committee convenes at least two meetings each year, and may convene meetings at any time as needed.

The remuneration standard of Brogent's Board of Directors or senior management shall be implemented in accordance with the “Administrative Measures for the Remuneration of Directors and Managers.” Managers' salary adjustments and salary changes are linked to their performance. The approved benchmarks are financial indicators, quality and risk control, leadership and management performance. The remuneration of Brogent's Directors and senior management is determined by the Remuneration Committee and submitted to the Board of Directors for approval.

Audit Committee
Brogent established an Audit Committee to strengthen corporate governance and operations, effectively supervise internal controls, inspect financial statements, and assess and provide guidance for the Company's audit related work. The committee convenes at least six meetings each year, and may convene meetings at any time as needed. Audit Committee members hold communication meetings with the chief internal auditor and accountants twice a year to discuss the fair presentation of the Company's financial statements, independence of accountants, effective implementation of internal controls, the Company's compliance with related laws and rules, and management of the Company's current or potential risks.

Performance Evaluations for the Board of Directors and Committees
Evaluations of the Board of Directors and functional committees (Audit Committee and Remuneration Committee) focus on: Degree of participation in company operations, understanding of the duties of functional committees, improving the quality of decisions made by functional committees, composition and member selection of functional committees, and internal control. Self-evaluation results were “Exceeds standards” and “Excellent,” showing that Brogent's Board of Directors and functional committees are properly and efficiently serving their functions. The results were reported to the Board of Directors on January 18, 2021 and January 13, 2023.

Implementation of Corporate Governance
Brogent complies with the Company Act, Securities and Exchange Act, other regulations governing securities, the “Corporate Governance Best Practice Principles”, “Sustainable Development Best Practice Principles”, and “Ethical Corporate Management Best Practice Principles”. We have established the corporate governance framework and carried out related work on this basis to protect investors' rights and interests, allow the Board of Directors and functional committees to serve their function, and increase information transparency. The Company's Chief Finance Officer Sui-Chuan Lin serves as the corporate governance officer and main duties include:

Results of Governance
Brogent focused on improving and protecting shareholders' rights and interests in corporate governance in 2022. In the 9th Corporate Governance Evaluation, Brogent ranked in the top 6%-20% of TPEx-listed companies in Taiwan. Going forward, the Company will continue to strengthen the structure and operation of the Board of Directors, while enhancing its functions and improving the quality of non-financial information disclosures, in order to improve corporate governance information.