The Company exceeds the statutory requirement for independent directors, which mandates a minimum of three and at least one-fifth of the total number of directors. Currently, independent directors account for 38% of the Board. The appointment and qualifications of independent directors comply with Article 14-2 of the Securities and Exchange Act and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” Each independent director's independence is also reviewed annually based on these criteria to ensure continued compliance and objectivity.

In addition, all external directors meet at least four of the nine criteria set by the Dow Jones Sustainability Indices (DJSI) for director independence, and a formal declaration of independence is publicly disclosed.

Please refer to the document on the independence of the directors.

In accordance with the Company Act of the Republic of China, the Chairperson is responsible for convening and presiding over Board meetings, executing Board resolutions, and overseeing company operations, and shall perform their duties with loyalty and the due care of a good administrator in conducting the Company's business.

Pursuant to the Company's Articles of Incorporation, the Chief Executive Officer (CEO) is entrusted with implementing Board resolutions and formulating major strategic decisions for the Company and its affiliated enterprises.

To ensure alignment between authority and accountability, when the Chairperson concurrently serves as CEO, they assume full responsibility for decisions made. This dual-role structure reinforces corporate governance and enhances decision-making efficiency. In line with this principle, the Company currently adopts a leadership model in which the Chairperson also serves as CEO, thereby ensuring unified command and clear accountability.

The Company has established the position of Lead Independent Director starting from the 11th term of the Board of Directors. Pursuant to the Organizational Regulations of the Audit Committee of the Board of Directors of Chunghwa Telecom Co., Ltd., the Committee shall elect a convener from among all members by mutual recommendation. The convener shall represent the Committee externally and shall also serve as the Lead Independent Director. Accordingly, Dr. Su-ming Lin was elected by a majority of the committee members to serve as the convener and was subsequently appointed as the Lead Independent Director, a position he will hold for a three-year term.

This appointment mechanism ensures that the Lead Independent Director is selected through a peer-based and transparent process, thereby reinforcing the independence and credibility of the role in line with good corporate governance practices.

The duties and responsibilities of the Lead Independent Director are as follows:

• To enhance discussions and dialogue among independent directors.
• To assist in facilitating communication between independent directors, board members, and the chairperson of the board, and to convey feedback and suggestions from independent directors.

For further details, please refer to the section on Board Independence.

To strengthen corporate governance and promote sound development, the Board of Directors of the Company has approved the enactment of the 'Code of Corporate Governance.' As per article 20 of the Code, the composition of the Board members shall be considered in a diversified manner, and the appropriate policy on diversity should be based on the Company's business operations, operating dynamics and development needs.

The Company has set its concrete objectives for Board Diversity as follows:

• Maintain at least one female director on the Board.
• Ensure that its Board of Directors collectively possesses expertise in the following areas: telecommunications industry, business management, sustainability development (ESG). information and communication technology, fintech, audit and risk management, marketing/commerce, media & entertainment and culture creativity, human resources and development and accounting/finance. At least one director should have professional background and skills in each of these fields to enhance the Board's diversity and effectiveness.

Please refer to the document for details on the Company's Implementation of Board Diversity since the commencement of the 11th Board term on May 29, 2025.

In accordance with the Corporate Governance Evaluation Indicators set by the Taiwan Stock Exchange (TWSE), all directors are required to maintain an actual board meeting attendance rate of at least 85% during the evaluation year. To align with this requirement, the Company has incorporated this minimum attendance threshold into its Regulations Governing the Performance Evaluation of the Board of Directors and discloses relevant information in the Annual Report and on the Company's official website. Attendance may be in person or via video conference in accordance with Article 205 of the Company Act. Furthermore, directors' attendance is a key factor in performance evaluation and nomination for re-election. In 2024, the board convened eight meetings, with an average director attendance rate of 99.3%.

Please refer to the Board Meeting Attendance for more information.

In accordance with Article 277 of the Company Act and Article 12 of the Company's Meeting Rules of Order of the Board of Directors, any amendment to the Articles of Incorporation must be discussed by the Board of Directors and approved at a meeting of shareholders. This procedure ensures that material corporate governance matters and amendments to the Company's governing documents—including its Articles of Incorporation and bylaws—are subject to approval by all shareholders, thereby safeguarding shareholder rights and enhancing the transparency and legitimacy of corporate governance in accordance with applicable regulations and best practices.

Please refer to the Company Act, the Company's Meeting Rules of Order of the Board of Directors and the Company's agenda in the 2025 Annual General Meeting Handbook for detail.

According to Article 24 of the Code of Corporate Governance for Chunghwa Telecom, except as required by relevant laws and regulations, it is not advisable for an independent director to serve as directors (including independent directors) or supervisors of more than five TWSE/Taipei Exchange listed companies at the same time, independent directors shall also maintain independence within the scope of their duties, and must not have any direct or indirect interest in the Company.

In addition to its internal governance rules, the Company complies with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and relevant TWSE regulations, which stipulate that independent directors shall not concurrently serve in such capacity at more than three other public companies.

Accordingly, all of the Company's independent directors adhere to this requirement, and none concurrently serve as an independent director at more than three other publicly listed companies.

Please refer to each Board Director's Mandate for details.

To strengthen the Board's functional effectiveness and enhance governance transparency in line with the Dow Jones Sustainability Index (DJSI) assessment criteria, Chunghwa Telecom has established a robust CEO Succession Plan. This plan is integrated into the Company's broader Executive Development Plan (EDP) framework to reduce operational risks associated with leadership transitions.

The plan targets high-potential leadership candidates whose values and vision align with those of the Company. Through the use of objective selection tools and competency-based assessment mechanisms—alongside Individual Development Plans (IDPs) and senior executive mentorship—it aims to enhance candidates' strategic thinking and executive leadership capabilities, preparing them as key successors to the CEO position.

The succession plan is subject to an annual rolling review and adjustment, taking into consideration a range of factors including anticipated retirements, the robustness of the succession pipeline (with at least 2 to 3 potential successors identified per key position), development priorities in core leadership competencies, and gender equity.

Based on the results of internal EDP training and assessment, the Company establishes a talent pool of senior executives, including potential successors for senior management and the CEO. Formal appointments are made following review and approval by the Board of Directors in accordance with corporate governance procedures. This mechanism effectively supports both planned and unplanned leadership transitions, ensuring business continuity and strategic consistency.

By incorporating CEO succession planning into the EDP framework, the Company demonstrates its long-term commitment to leadership stability, the enhancement of board effectiveness, and sustainable corporate governance.

To enhance transparency and long-term accountability, the Company has approved its Regulations Governing the Performance Evaluation of the Board of Directors at the 2nd meeting of the 9th term board of directors on August 13th, 2019.

The Company conducts an internal board self-evaluation at the end of each year, covering the performance of the board as a whole, individual directors, and each functional committee. In addition, the Company commissions an external board performance evaluation at least once every three years by an independent professional institution or a panel of external experts and scholars.

In 2024, the Company engaged the Taiwan Corporate Governance Association to conduct the external evaluation. The assessment was based on 12 indicators across five dimensions: (1) Board Composition and Division of Responsibilities, (2) Board Leadership and Oversight, (3) Delegation of Authority and Risk Management, (4) Communication and Collaboration, and (5) Self-Regulation and Continuous Improvement. The evaluation was carried out through an online survey and on-site interviews

For complete information, please refer to the full 2024 Board Performance Evaluation Report.

• Legal Basis of Director Responsibility

  Pursuant to Article 8 of the Company Act, directors of a company limited by shares are deemed “responsible persons” of the Company. Article 23 further stipulates that the responsible person of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from.
  A breach of these obligations that results in damage to the Company shall render the director personally liable for compensation. Furthermore, if the director, in the course of performing duties, violates applicable laws and causes harm to a third party, he/she shall be jointly and severally liable with the Company.

• No Limitation or Exculpation of Director Liability

  The Company does not limit, waive, or reduce directors' liabilities through its Articles of Incorporation, nor has it adopted any exculpatory provisions for directors. Directors remain fully liable under the law for any breach of duty or misconduct that causes harm to the Company.

• Directors' Legal Liability for Breach of Duty

  Directors who violate their duty of loyalty or fail to act with the care of a good administrator, resulting in harm to the Company, shall be held liable. The Company may take legal action to seek compensation in order to protect the rights of the Company and all shareholders.

• Directors' Liability Remains Despite D&O Insurance

  In accordance with Article 193-1 of the Company Act, the Company has obtained directors' liability insurance to cover liabilities that may arise from the performance of directors' duties during their terms of service. While the Company maintains such insurance, it does not affect or exempt directors from any personal liability they may bear under applicable laws.

The Company has established the Directors Election Regulations, which stipulate that the director election process shall follow the candidate nomination system under Article 192-1 of the Company Act. Independent and non-independent directors are elected concurrently, but their votes are calculated separately.

As per Article 195 of the Company Act and Article 13 of the Company's Articles of Incorporation, directors serve a three-year term and are eligible for re-election. According to the Company's Code of Corporate Governance, the composition of the board members shall be considered in a diversified manner. To be eligible for election, directors must possess the necessary knowledge, skills, and experience to perform their duties. Additionally, all independent directors must meet professional qualification requirements, have relevant work experience, maintain their independence, and not have any direct or indirect interest relationship with the Company, in compliance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The Board of Directors and shareholders holding over 1% of the total issued shares are authorized to nominate candidates for directors through formal written communication. At the Annual General Meeting, shareholders shall elect directors from among the nominees listed in the roster of candidates.

The Company's board will have one chairman who is elected by and from among the directors. The chairman will serve as the internal chair of the board of directors and represent the Company externally.

Please refer to the Directors Election Regulation for details.

The Company adheres to the provisions of the Company Act, under which the term of office for directors is three years. In accordance with Article 27 of the Company Act, for directors appointed by legal entity shareholders, the appointing entity may replace its representative at any time, and the newly appointed representative shall serve out the remainder of the original term. To ensure that independent directors perform their duties objectively and maintain their independence, the Company follows international corporate governance trends, under which independent directors are generally expected not to serve more than three consecutive terms (nine years). This principle is also reflected in Taiwan Stock Exchange (the TWSE) Corporate Governance Evaluation, which recommends that more than half of the independent directors not serve more than three consecutive terms.

Between July 2023 and September 2024, the Company underwent several changes in board composition, including the dismissal or resignation of multiple juristic person directors, who were subsequently replaced by newly appointed representatives. The Company also experienced two changes in chairmanship in May 2023 and September 2024. These events contributed to a reduction in the average tenure of the Board, which stood at 3.62 years as of the end of 2024.

In May 2025, under legal requirements and corporate governance best practices, the Company held a full re-election of its Board of Directors. As a result, the 11th Board now comprises six newly appointed directors and seven re-appointed directors. The significant turnover in recent years, including both interim replacements and the full re-election, has contributed to a lower average tenure among board members. This change, however, reflects the Company's commitment to board renewal, succession planning, and governance effectiveness.

Having a combination of both new and incumbent directors on the Board ensures continuity and stability while introducing fresh perspectives. Incumbent directors contribute institutional knowledge, drawing on their understanding of the Company's history, policies, and strategy to guide decision-making and mentor new members. Meanwhile, new directors bring innovation and adaptability, helping the Company respond to evolving market and industry dynamics. This balanced composition supports succession planning and a smooth leadership transition, ultimately reinforcing the Company's long-term sustainability and governance effectiveness.

Please refer to the table below for the Percentage Distribution of Director Tenures.

For a DJSI-aligned comprehensive summary of board expertise by functional background (management, academia, consulting, or research), please refer to the Board Industry Experience Disclosure.

During the 7^th meeting of the 10th Board of Directors on August 9th, 2023, Ms. An-An Hsia, the Assistant Vice President, has been exclusively assigned to the position.

The continuing education of the Chief Corporate Governance Officer has amounted to 30 hours in 2024, which has exceeded the minimum requirement of 12 hours of training course in the following year of her first appointment.

For details, please refer to the Chief Corporate Governance Officer and the implementation of related duties.

All the Directors of Chunghwa Telecom were nominated by the Board of Directors and shareholders with shares of statutory percentage before election in the shareholders' meetings. To tie the Directors' performance with the corporate vision for sustainability and the short, mid-, and long-term strategic targets, assess the required core competencies, strengthen accountability, link performances with compensation, retain and attract key talents to the Board of Directors, the Compensation Committee flexibly incorporates the sustainable management strategic targets in the indicators for Directors' compensation disbursement to tie it with the variable compensation in accordance with regulations like the Articles of Incorporation so as to materially drive the performance and achieve a win-win scenario.

Director Compensation Disclosure

The directors of Chunghwa Telecom are highly supportive of the Company's efforts to enhance and strengthen corporate governance. Each director has agreed to disclose their individual compensation to enhance the transparency of compensation information. This initiative is intended to give our shareholders greater confidence in the sustainable development of our company. Effective starting from 2024, the compensation details will be disclosed in the Annual Report and the Annual General Meeting Handbook.

* Compensation of Directors: Please refer to p.52-57 of the Annual Report 2024.