Kedge Construction upholds the highest principles of “integrity, quality, service, innovation, and sustainability.” The Board of Directors serves as the ultimate decision-making body for corporate development and strategic direction formulation. The Audit Committee and Compensation Committee fulfill their supervisory responsibilities while actively implementing diversity and independence among board members to enhance corporate governance effectiveness.
The Board of Directors is the highest management level of the enterprise’s operating mechanism and is responsible for the future development and strategy of the enterprise. Kedge Construction upholds the concept of sustainable management and aims to create the maximum benefits and values for our customers, shareholders, employees, and society. With “integrity, quality, service, innovation, and sustainability” as our highest guiding principle, we implement the principles of financial disclosures and information transparency, ensuring appropriate and efficient business operation and management and committing ourselves to protecting shareholders’ rights and interests.
Board Operations
In 2025, the Board of Directors convened six times, with an average attendance rate of 96.30%. The Board of Directors of Kedge Construction is the Company’s highest governing body, comprising 9 directors (9 males, 0 females). Pursuant to Article 192-1 of the Company Act and Article 15, Chapter 4 of the Kedge Construction Articles of Incorporation, directors are elected through a candidate nomination system. The nomination of board members is highly rigorous, considering not only their expertise but also their reputation in ethics and leadership. The independence of independent director candidates must also comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
According to relevant laws and regulations, shareholders holding more than 1% of the total issued shares of the Company can submit a list of candidates to the Company, allowing shareholders to participate in the nomination process for board candidates. All director candidates are elected by voting at the shareholders’ meeting. Currently, the nine directors (including three independent directors) each have more than five years of work experience in fields ranging from business, law, finance, and accounting to areas necessary for company operations. They are assigned tasks according to the situation and report to the board of directors.
To promote honesty and ethical behavior among directors and enhance corporate governance, the Company has established Procedures for Ethical Management and Guidelines for Conduct for directors: all directors must prevent and mitigate conflicts of interest, and independent directors maintain their independence within their scope of business. The annual report discloses the compliance of independent directors with the independence requirements to ensure compliance with Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” The board of directors has established an Audit Committee, a Remuneration Committee, and an ESG Committee to assist in oversight and improve corporate governance performance.
Members of the Board of Directors
The Company has specified in the “Corporate Governance Best Practice Principles” and the Procedures for Election of Directors that the diversity principle, business operation, business model, and development shall be considered for the composition of members, including, but not limited to, gender, age, and educational background. In practice, each board member has expertise and practical experience in various fields of business administration, construction management, and accounting in alignment with the diversity policy.
Implementation of the diversity policy in 2025
1. The Company has implemented a diversified policy as stipulated in Article 20 of the “Corporate Governance Best Practice Principles” to develop appropriate diversification guidelines based on the Company’s operations, business model, and development needs. This aims to enhance corporate governance and promote the healthy development of the board’s composition and structure, including but not limited to the following two major criteria:
(1) Basic Conditions and Values: Gender, age, nationality, and culture.
(2) Professional Knowledge and Skills: Professional backgrounds (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
2. The members of our Company’s board of directors should generally possess the necessary knowledge, skills, and qualities required to perform their duties. To achieve the ideal goals of corporate governance, the board as a whole should possess the following expertise: operational judgment, management, industry knowledge, financial and accounting analysis, and leadership decision-making. This will enable the Company to respond to changes in the international market, understand their potential impact on the Company’s operations, and provide necessary crisis management guidance.
3. Our current board of directors is composed of nine members. The specific management objectives and achievement status of the board’s diversification policy are as follows:
4. Diversity Management Objectives: According to Article 20 of Kedge Construction’s “Corporate Governance Best Practice Principles,” the composition of board members should consider diversity. Our current board of directors is composed of nine members, including six directors and three independent directors, all of whom have extensive experience and expertise in civil engineering, finance, business, law, and management. The proportion of female directors on the Board has not yet reached the one-third threshold because the current directors’ terms have not expired. The Company plans to enhance board gender diversity during the next re- election. The short-term management objective is to appoint at least one female director, with a long-term target of raising female representation to one-third of the Board.
The remuneration for the directors of Kedge Construction is negotiated based on the degree of directors’ participation in the Company’s operations and the value of their contributions, covering the Company’s economic, social, environmental, and sustainable goals. The Company has also established the “Regulations Governing the Evaluation of the Performance of the Board of Directors” and the “Director and Manager Performance Evaluation and Salary Management Regulations”. According to the current “Company Articles of Association”, if there is a profit in the current year, no more than 2% can be set aside as remuneration for directors and supervisors. The actual distribution ratio and amount shall be proposed by the Board of Directors in the proposal for the distribution of shareholder dividends and submitted to the shareholders’ meeting for resolution.
Professional Skills and Experiences of Board Members
Functional committee members
Effectiveness of the Board of Director
Directors’ advanced training
Kedge Construction arranges for directors to participate in advanced courses each year on directors’ professional skills and knowledge as well as issues related to sustainable development, so as to strengthen the professional ability of directors and the Company in response to operational impacts. Accumulated 72 hours of continuing education training in 2025. (Please refer to the Annual Report for details on specific * Please scan this QR courses.)
Board of Directors and Senior Management Compensation Policy
Kedge Construction maintains consistent regulations for directors’ compensation and compensation for directors serving as employees, including remuneration, severance and retirement benefits, distributed compensation, and business execution expenses. The Compensation Committee references industry standards and individual director performance as the basis for adjusting individual compensation. In addition to fixed salaries, performance bonuses are calculated based on the achievement of various performance indicators. For the 2025 directors’ remuneration, directors’ remuneration range table and payment criteria, please refer to page 11-12 and 16-17 of Kedge’s 2025 Annual Report. Beyond the aforementioned, there is no remuneration clawback mechanism for directors and senior management.
The remuneration system for senior management at Kedge Construction is proposed by the Remuneration Committee to the board of directors for approval. Besides fixed salaries and retirement pensions, performance bonuses are calculated based on the achievement of various performance indicators. The retirement system for senior management is the same as for other employees. For details on the 2025 senior management remuneration and scale, please refer to pages 13-15 of Kedge Construction’s 2025 Annual Report.
Resignation and Retirement Policy of Directors and Senior Management
The notice period for the resignation of directors and senior management at Kedge Construction is determined in accordance with the Labor Standards Act and the Company’s relevant resignation and retirement policies. The notice period and calculation methods are the same as for other employees, and no additional payments or in-kind benefits are provided to resigning directors and senior management.
Link between the ESG performance and the remuneration of directors and senior management
To align the performance of senior management with the Company’s sustainability vision and short-, medium-, and long- term goals, to assess the core competencies of senior management, strengthen their accountability, and ensure alignment between performance and compensation, Kedge Construction has incorporated ESG strategic objectives as one of the evaluation criteria for directors’ variable compensation. The Company has also established the “Policy on Linking Incentive Systems to Sustainability Performance,” which designates sustainability as one of the performance indicators. with the General Manager and senior managers accounting for 10% and 20%, respectively. Key evaluation criteria include the execution of the Company’s annual sustainability goals, the implementation of ethical business practices, the promotion of corporate governance, support for sustainable procurement, and the advancement of occupational safety and health management. This ensures that directors and senior management fully consider sustainability risks and opportunities when making decisions.
Performance Evaluation of the Board of Directors
Article 3 of the Company’s “Regulations on the Performance Evaluation of the Board of Directors” stipulates that the internal performance evaluation of the Board of Directors shall be carried out at least once a year; the external evaluation by an external professional independent organization or a team of external experts and scholars shall be carried out at least once every three years.
Results of internal evaluatio
Results of the Board of Directors’ Performance Self-Assessment: After collecting relevant meeting materials from the Company’s Board of Directors for the year 2025, the Board completed the “Board of Directors’ Performance Self-Assessment Questionnaire” based on the five major categories and their respective sub-questions. Scores were assigned according to the assessment criteria based on actual operations, resulting in an average score of 4.62 (out of a maximum of 5.0). The self-assessment results were rated as “Excellent.”
Results of the Self-Assessment of Director Performance: The Company has a total of 9 directors (including independent directors). After distributing 9 “Director Self-Assessment Questionnaires,” a 100% response rate was achieved. Upon compiling and analyzing the self-assessment questionnaires from each director, the average score was 4.93 (out of 5), and the self-assessment results were rated as “Excellent.”
Results of external evaluation
In 2025, Kedge Construction commissioned the Taiwan Board Performance Advancement Association to conduct an external performance evaluation of its Board of Directors for the 2023–2025 period. The evaluation concluded that Kedge Construction’s board structure is well-balanced in terms of independence and diversity, with all directors actively participating in meetings. For major proposals, the presenting departments provide comprehensive briefings during board meetings. When specialized topics arise, external experts are invited to offer counsel. Directors actively contribute constructive feedback and, where necessary, request supplementary information or revisions before formal submission. It is evident that directors engage in thorough deliberation and exchange of views prior to adopting resolutions. Furthermore, the Company’s ESG management has been successfully institutionalized with fruitful results, and high emphasis is placed on cybersecurity governance, yielding excellent performance. Overall, the governance and operation of the Board fully align with the corporate governance guidelines and board performance evaluation frameworks established by the Taiwan Stock Exchange (TWSE). To drive continuous improvement in corporate governance, the evaluation committee proposed the following recommendations: 1. Communication Transparency: While communication between the Audit Committee and the internal audit chief is currently smooth and effective, the convener of the Audit Committee suggested that the “Communication Status between the Audit Committee and the Internal Audit Chief” be formally included as a report item during the Annual General Shareholders’ Meeting. 2. Succession Planning: The Company should periodically present the progress and effectiveness of its succession plans to the Board. This will strengthen the Board’s oversight of high-level human resource strategies and ensure aseamless, robust talent pipeline. Kedge Construction will carefully review these recommendations to formulate practical action plans and drive continuous improvement.
Management of the conflicts of interest
The procedure rules of the Board of Directors of Kedge Construction and the organizational regulations of the functional committees all have provisions on the avoidance of interests. If a director’s proposal involves the interests of himself, his spouse, blood relatives within the second degree, or a company in which the director has control and affiliation, he shall explain his interest at the current board meeting. If there is concern about impairing the interests of the Company, he shall not participate in the discussion and vote. He shall be withdrawn during discussion and voting, and shall not exercise other directors’ voting rights on behalf of other directors; the names of relevant directors, descriptions of important contents and circumstances of withdrawal shall be recorded in the meeting minutes. Directors and managers are also required to complete the annual related party transaction statement and report the results to the Audit Committee.
• For information on related-party transactions and cross- shareholdings among directors, controlling shareholders, or other interested parties for the year 2025, please refer to pages 68–69 of Kedge Construction’s 2025 Annual Report.
In addition, Kedge has also formulated a code of integrity for employees at different levels, a code of ethical conduct for directors and managers, and a code of professional ethics for employees. As of the end of 2025, there have been no major conflicts of interest in Kedge Construction
