Sustainable Development and Nominating Committee

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The Sustainable Development and Nominating Committee shall comprise of members from the Company's independent directors. The Committee's goal is to assist the Board of Directors (“the Board”) to enhance the management mechanism and to improve corporate governance for the Company’s sustainable development. The objectives of the Committee are as follows:

To constitute the nomination policy and succession plans of the directors and the executives, then to search, review and propose the candidate list of the directors and the executives accordingly.
To construct and develop the operation of the Board and the sub-committees, as well as to plan and execute the performance assessment of the Board, sub-committees and executive(s).
To enhance corporate sustainability strategies and the corporate governance system and practices in order to protect the interests of stakeholders.

There are 6 members in the Sustainable Development and Nominating Committee. The members of the Committee, with professional skills in the fields of science, technology, banking, accounting, corporate strategy and business administration, can contribute to operation and decision making of the Committee.

In 2024, the Committee met three times, reviewed the Company’s achievements in corporate sustainability, climate change, corporate governance, ethical management, risk management, and IP management, approved the stipulation of Non-executive Director Shareholding Policy, approved the nomination of the candidate list of the 16th term of Directors, approved the 2023 Sustainability Report and approved the Employees’ Compensation linked with ESG KPI achievement.

Nominating Committee Information

Convener

Jyuo-Min Shyu Ph.D.

Member

Lih J. Chen Ph.D.

Member

Kuang Si Shiu.

Member

Wen-Hsin Hsu Ph.D.

Member

Ling-Ling Wu Ph.D.

Member

Su Lin Wang

Planning and Nominating Board Members

According to Article 192-1 of the Company Act and Article 12 of UMC’s Articles of Incorporation, the directors of UMC shall be elected at a shareholders’ meeting through a nominating system.

The nomination and election procedures of UMC's directors shall take account of organizational culture of the Company, business model of semiconductor industry and needs for long-term development. The criteria established to ensure the diversity of the Board members shall include Basic criteria and shared visions, Professionalism, Corporate sustainability and communal participation.

The Planning of UMC’s director candidates will be recommended by Board members, management team and community leaders, then reviewed and nominated by the Sustainable Development and Nominating Committee with the candidates’ education, experiences, professionalism and independence under the Policy for Nomination and Election of Directors of the Company. The List of director candidates will be approved by board meeting and nominated during the period of nomination announced by the Company.

Talent Cultivation and Inheritance for Senior Management

In line with the company's future development strategy and operational needs, UMC has formulated a talent cultivation and inheritance plan for senior management that includes complete talent development policies and directions for executives and senior management trained under a succession plan framework, blueprint and development roadmap. This plan has also been clearly defined and included in the Sustainable Development and Nominating Committee Organizational Rules.

The company's talent cultivation focuses on the principle of linking the company's future development strategies, balancing organizational needs, supervisor expectations, and talents and abilities required for personal careers to plan leadership strategies.

In addition to reviewing implementation results within the company, relevant plans are reviewed in management mechanisms such as policies and KPIs (Key Performance Index), and also included in implementation results. Progress and plans are reported to the responsible unit, senior executives, and the Sustainable Development and Nominating Committee/board of directors.

Senior Management Training Implementation Status

2024 annual training courses summary for senior management：

Course Date	Course Title	hour	Attendance
2024.11.26	【2024 Master Forum】 Observations on Global Political and Economic Trends and Capital Flows	1.5	96
2024.12.05	【Legal Workshop】2024 Introduction of Trade Secrets Act	1	67

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