Diversity of Board Members

GeneFerm upholds the board of directors' diversity. One of the concepts is the directors who are also managers of the company cannot exceed one-third of the number of directors. Appropriate diversification policies should be formulated according to the company's operation and development, including but not limited to the following two general standards:
1. Basic conditions and values: gender, age, nationality, and culture, etc.
2. Professional knowledge and skills: background, skills and related experience, etc.
The members of the board of directors should have the knowledge, skills, and literacy-related to performing their duties in terms of operational judgment, accounting and financial analysis, operational management, crisis management, industrial knowledge, international market vision, leadership, and decision-making capabilities.
The current board of directors of the company has 9 directors (including 3 independent directors), and the number of directors includes 1 female directors and 8 male directors.
Regarding the ability to perform duties, who are practicing accountants and practicing lawyers. Other directors have many years of experience in industrial professional competence, management and decision-making, financial accounting experience, etc., with considerable international vision, leadership, and crisis management capabilities. The composition of the current board members of the company has gradually implemented the diversification goal.
Resume of current directors

The company has an audit committee composed of all independent directors. The company’s internal audit supervisor regularly communicates with the audit committee members on the audit report results and makes internal audit reports at quarterly audit committee meetings. In addition, the company’s certified accountant reports on quarterly audit or review of the financial statements at quarterly audit committee meetings, and other communication matters required by relevant laws and regulations. If there are special circumstances, the company's internal audit supervisor and certified accountant will also immediately report to the audit committee members. The company's audit committee members (independent directors) have good communication with the internal audit supervisor and certified accountants.

2019 communication matters

Meeting date (period)	Communicate matters with the internal audit supervisor	Communication matters with visa accountants
2020.03.12 (2020 1st regular meeting)	◎ Review internal audit report ◎ Review the 2019 internal audit declaration ◎ Review and revise policies and procedures related to the internal control system	◎ Discuss the review of 2019 individual financial reports and consolidated financial reports
2020.05.06 (2020 2nd regular meeting)	◎ Review internal audit report ◎ Review and revise policies and procedures related to the internal control system	◎ Discuss the review of the financial report in the first quarter of 2020
2020.08.06 (2020 3rd regular meeting)	◎ Review internal audit report	◎ Discuss the review of the financial report in the first quarter of 2020
2020.11.05 (2020 4th regular meeting)	◎ Review internal audit report	◎ Discuss the review of the financial report in the second quarter of 2020

Result: The above matters have been reviewed or approved by the audit committee, and independent directors have no objections.

Attendance of remuneration committee members：

There are 3 members of the company's Remuneration Committee, all of whom are independent directors.
In 2020, the remuneration Committee met 2 times, the attendance of 3 independent directors is as follows：

Job title	Name	Actual attendance	Delegate attendance	Actual attendance rate(%)
Convener	Fang-Tsai Chiu	2	-	100%
Committee member	Tsung-Min Chen	2	-	100%
Committee member	Shih-Hsun Lin	2	-	100%

Duty of remuneration committee：

The members of this committee should faithfully perform the following functions and powers with the attention as managers, and be responsible to the board of directors, and submit their suggestions to the board of directors for discussion:

Formulate and regularly review the company’s directors and managers’ performance appraisal standards, annual and long-term performance targets and remuneration policies, systems, standards and structures.

Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration based on the evaluation results obtained from the performance evaluation standards.

Discussions and result of the 2020 Remuneration Committee:

Meeting date	Proposal content	Resolution result
2020.05.06 2020 First regular meeting	Amendments to the Company’s Directors and Managers’ performance Evaluation Measures	After the chairman consulted all the members present, the proposal was passed without objection
2020.08.06 2019 Second regular meeting	Draw up the company's 109 annual manager performance appraisal form	After the chairman consulted all the members present, the proposal was passed without objection

Internal audit organization

The company’s audit office is an independent unit, directly under the board of directors, and in accordance with the company’s size, business conditions, management needs and other relevant laws and regulations, it should allocate competent and appropriate number of full-time internal auditors, and should set up a position agent to be responsible for the effectiveness and completeness of the implementation of the company’s internal control system, and to conduct continuous and ad hoc supervision and inspection; in addition to regularly reporting the audit business to the audit committee, the internal audit supervisor also sits on the board of directors and reports on the implementation of internal audits.
The basic information, academic qualifications, experience and training of internal auditors are reported to the committee for future reference by the Internet information system before the end of January each year in accordance with the regulations of the FSC.
The appointment and removal of the head of internal audit is approved by the audit committee and a resolution of the board of directors; the appointment, removal, evaluation, and salary of the internal audit personnel are reviewed by the head of audit and submitted to the chairman of the board for approval.

Internal audit operation

The audit work is mainly implemented in accordance with the audit plan approved by the board of directors. The audit plan is drawn up based on the identified risks. In addition, project audits or reviews are performed as necessary to provide the operating status of the internal control functions of the management and provide timely information Know the existing or potential missing channels; regularly report the audit work to the audit committee and the board of directors; regularly track the improvement of internal deficiencies and abnormal matters found in the internal audit.

Implement corporate governance

The company has formulated a corporate governance code of practice under the "Code of Practice for Corporate Governance for Listed Companies", and has established an audit committee and a compensation committee under the authorization of the board of directors to assist the board of directors in performing their supervisory duties. These two committees are entirely composed of three independent directors. The company will follow laws and regulations, improve operational transparency, implement corporate governance, and further protect the rights and interests of investors and other interested parties.

Pursue quality and safety

GeneFerm adheres to the concept of "cleanliness, product safety, and customer satisfaction", and makes the strictest quality control for each product, establishes a customer-oriented management system and business philosophy, and upholds integrity, professionalism, and innovation. Create a wholesome life for people, provide a trustworthy health commitment, and achieve the goal of sustainable business.

Environment-friendly and sustainable operation

Our company actively cooperates with the authorities to promote various environmental protection policies, gradually replaces and renews old equipment to effectively reduce pollution emissions, promotes energy-saving and carbon-reduction concepts, waste reduction, and resource recycling and classification measures to colleagues, and work together actively towards a low-carbon economy and society.

Human-oriented principle and healthy workplace

GeneFerm adheres to the human-oriented principle, focuses on employee relations, treats employees as family members, cares for employees, provides employees with a safe and healthy working environment. Also, GeneFerm plans diversified training courses and encourages employees to learn by themselves, so that employees can work steadily and stably growing up.

Social participation

GeneFerm is devoted to helping and caring for the disadvantaged groups. The company rewards and subsidizes students from poor families, and hopes to help others in need, show love and help people in need, implement the concept of planting good deeds, and create a win-win situation of self-interest and altruism so that we can live in the society more beautiful and peaceful.

Employee welfare measures

Annual gifts (cash) for the Spring Festival, Dragon Boat Festival, and Mid-Autumn Festival. Offers employee travel, labor and health insurance, and group insurance, provides relative employee compensation according to the company’s operating results and the provisions of the articles of association. Also include wedding gifts, birth gifts, and funeral consolation money. Hospital condolences, public injury and sick leave, emergency relief, retirement gifts, year-end lottery, distribution of health food, etc.

Employee safety and working environment

The company has set up a "Safety and Hygiene Work Code" to prevent occupational disasters, ensure labor safety and health, regularly inspect and maintain the safety and health of the work environment.
The company provides the work terms to employees for safety and health are as follows: raise employee health check annually; schedule safety and health training courses annually; insuring employees with an accident and medical insurance; formulate disaster emergency response measures; held fire drills every six months; set up personnel in charge of labor safety and health services; formulate "Sexual Harassment Prevention Complaint Measures" to provide complaint channels and maintain order in the work environment; regularly maintain of machinery and equipment; disinfect the environment of the plant quarterly, and etc.

Retirement system and implementation

According to relevant regulations, the company allocated no less than 6% of the monthly salary to the employee’s pension account to protect the employee’s life after retirement.

Status of labor-management agreements and various employee rights protection measures

GeneFerm values the opinions of employees. The opinions of employees are communicated and coordinated through channels and employees’ suggestions are widely accepted. Also, various work meetings are convened in real-time to communicate the work, manpower, schedule, and other configuration issues of each unit according to actual needs, so that employees can understand company policies promptly. Therefore, since the establishment of the company, there has been no major litigation and dispute.