Corporate Governance

Corporate Governance Framework

The Company has established a corporate governance system in accordance with applicable laws and the Articles of Incorporation. In addition to protecting shareholders' rights, treating shareholders equally, strengthening the Board structure and operations, enhancing information transparency and fulfilling corporate social responsibility, we are committed to building an effective corporate governance framework, as described below.

Corporate Operation

• Corporate Governance Report
• Implementation of Ethical Corporate Management and Adopted Measures
• Implementation of Ethical Corporate Management Best Practice Principles
• Implementation of Insider Trading Prevention
• Information Security Risk Management
• Intellectual Property Management Plan and Implementation
• Human Rights Policy
• Workplace and Personal Safety Protection Measures
• Implementation of Sustainable Development and Adopted Measures
• Employee Satisfaction Survey Report
• GHG Emissions, Water Usage and Waste Statistics
• Personal Data Protection Policy
• GHG Emissions, Water Usage and Waste Statistics

Corporate Regulations

• Articles of Incorporation
• Corporate Governance Best Practice Principles
• Corporate Social Responsibility Best Practice Principles
• Ethical Corporate Management Best Practice Principles
• Codes of Ethical Conduct
• Rules of Procedure for Shareholders' Meetings
• Procedures for Election of Directors
• Rules of Procedure for Board of Directors Meetings
• Procedures for Lending Funds to Others
• Procedures for Endorsements and Guarantees
• Procedures for Acquisition or Disposal of Assets
• Procedures for Handling Material Inside Information
• Procedures for Financial and Business Operations between Related Parties
• Remuneration Committee Charter
• Audit Committee Charter

Board of Directors

• Board Members and Biographies
• Implementation of Board Diversity
• Succession Planning for Board Members and Key Management
• Board and Functional Committee Performance Evaluation Results

Functional Committee

• Audit Committee
• Compensation Committee
• Communication among Independent Directors, Internal Audit and CPA

Corporate Governance Officer

• Scope of Duties of the Corporate Governance Officer

Internal Audit

Internal Audit is an independent unit reporting directly to the Board of Directors. In addition to reporting at regular Board meetings, it reports monthly or as needed to the Chairman and the Audit Committee. Internal audit is performed in accordance with the Company's Internal Control System, Internal Audit Implementation Rules and self-assessment procedures, including review of operational internal controls and reporting on whether those controls are appropriately designed and effectively operated. The scope covers all operations of the Company and its subsidiaries.

Audit work is primarily executed according to the annual audit plan approved by the Board, which is based on identified risks. Special audits or reviews are performed as needed. Combined general and special audits provide management with the status of internal control operations and another channel to understand existing or potential deficiencies in a timely manner.

Internal Audit annually, or as needed, oversees internal units and subsidiaries in periodically self-assessing the effectiveness of the internal control system, reviews those self-assessments, and reports the combined results to the CEO and the Board as the basis for the internal control system statement issued by the Board and the CEO.

The Internal Audit unit is staffed with one full-time auditor. Auditors attend internal audit-related continuing education courses each year as required.

Reporting Hotline

The Company conducts all business with integrity and does not tolerate corruption or any form of fraud. If you become aware of suspicious conduct by an employee or anyone representing the Company that may violate our Codes of Ethical Conduct, please report it through the channel below, or raise the matter directly with senior management. The responsible unit will collect information, investigate, and take appropriate action based on the severity of the issue.

Audit Office: rafael.audit@rafaelmicro.com

Except as otherwise required by law, personal data you provide will be kept confidential, and we will take appropriate measures to protect your personal data and privacy.

Please note:

1. Personal data you provide, including name, phone number and email address, may be processed during the investigation for follow-up and contact. If necessary, we may transfer required personal information to subsidiaries.
2. You must not knowingly fabricate facts. If a report is later proven to have been made in bad faith or with intentional false statements, you will bear the related legal liability.
3. To investigate and resolve issues promptly, please provide specific information and documents. We cannot proceed if the information is incomplete.
4. Communications provided to you by the Company, in whole or in part, may not be disclosed to anyone. Except as required by law, you may not use such communications to initiate litigation or as litigation-related materials.

Stakeholder Information

Stakeholders

To fulfill our corporate social responsibility, Rafael Micro cares about stakeholders' interests. While pursuing sustainable operations and profitability, we value environmental, social and corporate governance factors and incorporate them into management policies and operations.

We respect the interests of all stakeholders and maintain transparent, effective communication channels so that we can promptly understand their expectations, suggestions and needs as a reference for CSR and future business plans.

Stakeholder Communication Channels

Grievance Channel

♦ Reporting mailbox

The Company conducts all business with integrity and does not tolerate corruption or any form of fraud. If you become aware of suspicious conduct by an employee or anyone representing the Company that may violate our Codes of Ethical Conduct, please report it through the channel below, or raise the matter directly with senior management.

The responsible unit will collect information, investigate, and take appropriate action based on the severity of the issue.

Audit Office: rafael.audit@rafaelmicro.com

Major Shareholders

• List of Major Shareholders