Governance Structure - EVA Air - Flying Toward Sustainability

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EVA Air upholds the principle of ethical management, a sound corporate governance structure, rigorous internal control system, and excellent risk management. While strengthening the company’s operating performance, EVA Air also protects the interests of shareholders and other stakeholders. As for the 10th “Corporate Governance Evaluation of Listed Companies”, the Company was ranked in the top 5% of all listed companies, representing EVA Air’s excellent implementation of Corporate Governance.

Corporate Governance Framework

The Directors of EVA Air were elected via the Shareholders’ Meeting in accordance with candidate nomination system adopted in the Company’s Articles of Incorporation. The Board of Directors consists of nine Directors with three independent directors (one of them shall be an Independent Director Undertaking Public Welfare). The term of office of one Director is 6 years. As of April 30, 2024, there are two female director, accounting for 22.22% of the total board members.

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Remuneration Committee	Audit Committee	Sustainability Committee
The Committee, which consists of entire independent directors, assists in formulating and periodically reviewing the performance evaluation and remuneration policies, systems, standards and structures for the directors and managers, and also periodically evaluates and determines the remuneration of the directors and managers. Three meetings were convened in the year 2023, and the average attendance rate of all Remuneration Committee members is 100%.	EVA Air established the “Audit Committee” on June 26, 2017, which consists of entirely independent directors, with at least one with accounting or finance expertise. The Committee helps to supervise the fair presentation of the Company’s financial reports; appointment of accountants, as well as the independence and performance of the accountants; the effective implementation of the Company’s internal control system; and corporate risk management. Five meetings were convened in the year 2023, and the average attendance rate of all Audit Committee members is 100%.	To fulfill our corporate social responsibility and achieve sustainable business goals, EVA Air established the Sustainability Committee on December 23, 2022. The committee is composed of five members and the majority of its members are independent directors. The committee is responsible for reviewing and approving corporate sustainability(including risk management) policies, strategies, goals, or management principles. It also reviews the annual sustainability work plan, oversees its implementation, monitors progress, and assesses outcomes. The committee plays a vital role in implementing the Company’s corporate governance system to align with the principles of sustainable business practices.Two meetings were convened in the year 2023, and the average attendance rate of all Sustainability Committee members is 100%.

Structure and Operation of the Board of Directors

The Chairman of EVA, whose main duty is to supervise the management level to ensure that the business operation conforms to the business philosophy of EVA Air. The President, whose main duty is to lead the management team to ensure that the business is fully implemented under the instructions of the Board of Directors. To ensure that the responsibilities of the two do not contradict with each other, the Chairman of EVA Air does not hold the concurrent post of President.
A Board of Directors Meeting is convened at least once a quarter; however, in case of emergency, the meetings may be convened at any time. The Board of Directors shall execute its duties in accordance with the Company Act, the Securities and Exchange Act, as well as the Articles of Incorporation, and are also responsible for making resolutions concerning the Company’s business. To avoid the occurrence of conflicts of interest, the Board meetings shall be carried out in accordance with the “Corporate Governance Best Practice Principles” and “Rules and Procedures of Board of Directors Meetings”. If a director or a juristic person represented by the director is an interested party with respect to any proposals listed in a board meeting, the director shall state the important content of such interest at that board meeting. If it may harm the interests of EVA Air, the director cannot participate in the discussion and voting, and shall excuse him/herself from the discussion and voting. He/she also cannot act as another director’s proxy to exercise voting rights on that matter. The independent directors of the Company shall not hold office concurrently as a director (including independent director) of more than five other listed companies, and also shall not concurrently serve as an independent director of more than three other public companies.
The remuneration of each Board member has been resolved by the Remuneration Committee to ensure that it is reasonably connected with each board member’s performance. In addition, in order to implement corporate governance, in accordance with the company’s "Stock Ownership Guidelines for Senior Managers who hold Director Positions", the senior managers who hold director positions shall hold at least 100,000 shares of the company so that their interests are connected with the Company’s long-term operating performance and the shareholders’ interests.

Diversification of Directors

The members of the board all have a certain level of cognition of risk management based on their educational backgrounds and experience, such as finance, accounting, technology, environmental protection, risk management, civil air transportation services and law, and the composition of the board shall be determined by taking diversity into consideration, such as gender, age, nationality, race, and culture. Every year the Company holds training sessions for the Board depending on the industrial characteristics and the needs of each board member, and also provides directors with information of training courses and forums organized by the competent authority and training institutions. The directors of the Company actively participate in internal and external training courses, covering topics such as risk management, corporate governance, corporate sustainability, and information security. In 2023, each director completed the required training according to the "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies", with an average training duration of approximately 7.2 hours. For the detailed information of each director’s training situation, please refer to the Corporate Governance section on the EVA Air website or Market Observation Post System (Mandarin version). For information on the diversity status on the Company's board members, please refer to the Implementation of the diversity policy on board members on the Corporate Governance section of EVA Air's website.

Nomination and Election of Director

According to the Company's Articles of Incorporation, the Company is required to elect 9 directors (including 3 independent directors) for a term of 3 years. The election process follows the candidate nomination system as stipulated in Article 192-1 of the Company Act and the provisions of the Company's Articles of Incorporation. Shareholders holding more than 1% of the total issued shares of the Company may submit a written list of director candidates to the Company during the nomination period. The shareholders shall select directors from the list of candidates announced by the Company. According to Article 20 of EVA Air’s Corporate Governance Best Practice Principles, members of the Board of Directors are selected based on diversity, independence, and the professional competence to perform their duties.

Performance Evaluation of the Board of Directors

To enhance the functions of the Company’s Board of Directors in accordance with the “Regulations Governing Board Performance Evaluations” formulated by the Board of Directors, the Board of Directors shall carry out an internal board performance evaluation at least once a year. The evaluation criteria include the level of participation in company operations, improvement of the Board of Directors' decision-making quality, composition and structure of the Board of Directors, director appointment and continuing education, internal controls, and implementation and promotion of sustainable practices (ESG). In addition, an external board performance evaluation may be conducted by an external independent professional institution or a panel of external experts and scholars every three years. Self-evaluation of performance of the Board, self-evaluation of performance of Board Members, self-evaluation of performance of the functional committees (Remuneration Committee, Audit Committee, and Sustainability Committee) were conducted in 2023, the results are as follows:

	Self-evaluation of Performance of the Board	Self-evaluation of Performance of Board Members	Self-evaluation of Performance of the Remuneration Committee	Self-evaluation of Performance of the Audit Committee	Self-evaluation of Performance of the Sustainability Committee
Overall Average Score (5 points for full marks)	4.96	4.98	5	5	5
Results	Excellent	Excellent	Excellent	Excellent	Excellent

Note: More than 4.5 points: Excellent; more than 3.5 points and less than 4.5 points: Good; more than 2.5 points and less than 3.5 points: Acceptable; less than 2.5 points: Improvement Needed.