Functional Committee
功能性委員會
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Audit Committee
Operation of the Audit Committee:
1.5 meetings (A) of the Audit Committee were convened in 2024 and the attendance status of independent directors is shown below:
Title
Name
Attendance In Person (B)
Attendance By Proxy
Actual attendance rate as a nonvoting party (B/A) (Note 1 and Note 2)
Remark
Actual Attendance
Convener
Yang, Shun-Chin
5
0
100.00
Reappointed on May29, 2024. 5 meetings to be attended
Committee member
Ke, Yong-Siang
3
0
100.00
Removed on May 29, 2024. 3 meetings to be attended
Committee member
Hong, Chia-Yu
3
1
100.00
Removed on May 29, 2024. 3 meetings to be attended
Committee member
Su,Erh-Lang
2
0
100.00
Newly appointed on May 29, 2024. 2 meetings to be attended
Committee member
Chen,Chih-hung
2
0
100.00
Newly appointed on May 29, 2024. 2 meetings to be attended
(I)If any of the following circumstances exists in the operation of the Audit Committee, date and stage of meeting of the committee, content of proposals, independent directors’ opposing or reserved opinions or contents of major suggestions, resolution results of the Audit Committee, and the Company’s handling of these opinions shall be explained:
(A)Matters listed in Article 14-5 of the Securities Exchange Act:Detailed in “(5) Operation Status in Current Year”.
(B)Other resolved matters not approved by the Audit Committee but approved by more than two thirds of all directors beyond the preceding matters: Not involved.
(II)As for the execution of recusal of any independent director from any proposal where this director is a stakeholder, name of independent director, content of proposal, reason for recusal due to conflict of interest and voting status shall be explained: None.
Note 1: If an independent director leaves office before the ending date of the year, the date of exit shall be specified in the remark column. In this case, the attendance in person (%) shall be calculated based on the number of meetings of the Audit Committee convened during this independent director’s tenure as well as the actual number of meetings attended by this independent director.
Note 2: Before the ending date of the year, if an independent director is reelected, both new and former independent directors shall be filled out and it shall be specified in the remark column that this independent is the formerly appointed, newly appointed or reappointed as well as date of reelection. In this case, the attendance in person (%) shall be calculated based on the number of meetings of the Audit Committee convened during this independent director’s tenure as well as the actual number of meetings attended by this independent director.
2.Key work of the year
(1)The company's audit committee consists of 3 independent directors. The members' professional qualifications and experience are detailed in the table below.
Name
Professional Qualifications And Experience (Note 1)
Independence Situation (Note 2)
Number of independent directors concurrently serving in other publicly traded companies
Implementation Of Diversification Policy
Board Member
Yang, Shun-Ching
(independent director / member and convener of Audit Committee/ member of Remuneration Committee)
Graduated from Department of Physics of Chinese Culture University, Yang has successively served as assistant manager of Siliconware Precision Industries Co., Ltd. and general manager of Lingsen Precision Industries, Ltd., and later served as director of Lingsen Precision Industries, Ltd., dedicated to the operation and strategic management of the semiconductor electronic technology industry.
Yang complies with qualification of possession of work experience in corporate business for more than five years, and is not involved in any circumstance stipulated in Article 30 of the Company Act.
He is an independent director and complies with independence status.
Candidate nomination system is adopted for the appointment of directors of the Company according to Articles of Association of the Company and “Corporate Governance Best Practice Principles”. Each director’s written statement, work experience, and current employment certificate as well as relative relation table provided have already been verified as complying with independence status upon nomination and review; to be specific, relatives including but not limited to directors themselves, spouses and second degree of kinship haven’t served as directors, supervisors or employees of the Company or its affiliates; the directors themselves, spouses, relatives within the second degree of kinship hold 31,540 shares already issued by the Company or hold them in the name of others, taking up 0.04% of total shares of the Company; they haven’t served as directors, supervisors or employees of companies with specific relation with the Company; they haven’t provided services of commerce, law, finance and accounting for the Company or its affiliates in recent 2 years, and therefore the amount of rewards obtained is zero. Besides, during two years before appointment and during the term of office, they have complied with the qualification elements stipulated in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" issued by the Financial Supervisory Commission and Article 14-2 of Securities Exchange Act. Additionally, the independent directors have already independently executed relevant authorities according to the power granted for the full participation in decision-making and expression of opinions in Article 14-3 of the Securities Exchange Act.
None
Board Member
Su, Erh-Lang
(independent director / member of Audit Committee/ member of Remuneration Committee)
Graduated from the Law Department of Fu Jen Catholic University, currently the managing attorney of Shangzhi Business Law Firm, independent director of Nanguang Chemical Pharmaceutical Co., Ltd., Binzhou Enterprise Co., Ltd. and Juxiang Enterprise Co., Ltd., with business, legal affairs, operation and management and other corporate services Required work experience to supervise the operation of the company's board of directors and functional committees and provide relevant legal advice.
Su complies with qualification of possession of work experience in corporate business for more than five years, and is not involved in any circumstance stipulated in Article 30 of the Company Act.
He is an independent director and complies with independence status.
Candidate nomination system is adopted for the appointment of directors of the Company according to Articles of Association of the Company and “Corporate Governance Best Practice Principles”. Each director’s written statement, work experience, and current employment certificate as well as relative relation table provided have already been verified as complying with independence status upon nomination and review; to be specific, relatives including but not limited to directors themselves, spouses and second degree of kinship haven’t served as directors, supervisors or employees of the Company or its affiliates; the directors themselves, spouses, relatives within the second degree of kinship (or through utilization of name of others) haven’t held shares of the Company; they haven’t served as directors, supervisors or employees of companies with specific relation with the Company; they haven’t provided services of commerce, law, finance and accounting for the Company or its affiliates in recent 2 years, and therefore the amount of rewards obtained is zero. Besides, during two years before appointment and during the term of office, they have complied with the qualification elements stipulated in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" issued by the Financial Supervisory Commission and Article 14-2 of Securities Exchange Act. Additionally, the independent directors have already independently executed relevant authorities according to the power granted for the full participation in decision-making and expression of opinions in Article 14-3 of the Securities Exchange Act.
None
Board Member
Chen, Chih-hung
(independent director / member of Audit Committee/ member and convener of Remuneration Committee)
A graduate of International Business and Telecommunications, he is currently the general manager of Shang Xizhong Co., Ltd. He has the necessary work experience in business, finance, operation and management, etc. to supervise the operation of the company's board of directors and functional committees and provide relevant professional consultation.
Chen complies with qualification of possession of work experience in corporate business for more than five years, and is not involved in any circumstance stipulated in Article 30 of the Company Act.
He is an independent director and complies with independence status.
Candidate nomination system is adopted for the appointment of directors of the Company according to Articles of Association of the Company and “Corporate Governance Best Practice Principles”. Each director’s written statement, work experience, and current employment certificate as well as relative relation table provided have already been verified as complying with independence status upon nomination and review; to be specific, relatives including but not limited to directors themselves, spouses and second degree of kinship haven’t served as directors, supervisors or employees of the Company or its affiliates; the directors themselves, spouses, relatives within the second degree of kinship (or through utilization of name of others) haven’t held shares of the Company; they haven’t served as directors, supervisors or employees of companies with specific relation with the Company; they haven’t provided services of commerce, law, finance and accounting for the Company or its affiliates in recent 2 years, and therefore the amount of rewards obtained is zero. Besides, during two years before appointment and during the term of office, they have complied with the qualification elements stipulated in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" issued by the Financial Supervisory Commission and Article 14-2 of Securities Exchange Act. Additionally, the independent directors have already independently executed relevant authorities according to the power granted for the full participation in decision-making and expression of opinions in Article 14-3 of the Securities Exchange Act.
None
The Audit Committee aims at assisting the Board of Directors in performing its supervision of the Company’s quality and integrity during the execution of relevant accounting, audit and financial reporting flow as well as financial control. Matters deliberated by the Audit Committee mainly include:
● Financial statements
● Auditing and accounting policies and procedures
●Internal control system as well as relevant policy and procedures
● Trading of major assets or derivatives
● Major capital lending endorsement or guarantee
● Raising or issuing of valuable securities
●Financial derivatives and cash investments
●Abidance by laws and regulations
● Existence of related party transactions and possible conflict of interest between managers and directors
● Appeal reports
● Anti-fraud plans and anti-fraud investigation reports
● Information security
● Risk management of the Company
● Qualifications, independent and performance evaluation of certified public accountants
●Appointment, dismissal or remuneration of certified public accountants
● Appointment and dismissal of finance, accounting or internal audit officer
●Performance of duties of the Audit Committee
●Performance self-evaluation questionnaire of the Audit Committee
● Evaluation of effectiveness of internal control system
(2) The Audit Committee evaluated the effectiveness of the policies and procedures of the Company’s internal control system (including finance, operation, risk management, information security, outsourcing, abidance by laws and regulations and other relevant control measures) and reviewed the periodic reports from the Company’s audit department, certified public accountants and the management, including risk management and abidance by laws and regulations. With reference to Internal Control-Integrated Framework released by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee concluded that the Company’s risk management and internal control system were effectiveness, and the Company already taken a necessary control mechanism to supervise and correct illegal behaviors.
(3) Review of financial report
The Board of Directors prepared business report, financial statements and earnings distribution proposal of the Company for the year 2023. The financial statements were entrusted to accountants Liu, Yu-Xiang and Wang, Chao-Chun from Deloitte & Touche for the completion of audit and the issuance of audit report. The Audit Committee reviewed and concluded that no nonconformity existed in the aforesaid business report, financial statements and earnings distribution proposal.
(4) Appointment of certified public accountants
The Audit Committee is granted with the duty to supervise the independence of the certified accounting firm to ensure the fairness of the financial statements. Generally speaking, except tax related services or specifically approved items, the certified accounting firm shall not provide other services for this Company. All the services provided by the preceding accounting firm must be approved by the Audit Committee. In order to ensure the independence of the certified accounting firm, the Audit Committee formulated an independence evaluation form with reference to Article 47 of the Accountants Act as well as contents of Code of Ethics for Professional Accountants No. 10 Notice: “Integrity, Impartiality, Objectivity and Independence” to evaluate if the accountants are related parties with the Company or have business contacts or financial interest relations with the Company regarding the independence, professionalism and competence of the accountants. It was deliberated and passed in the second meeting of the 4rd Audit Committee on November 7, 2024 and the third meeting of the 6th Audit Committee on November 7, 2024 that there was no doubt about the independence and competence of accountants Wang, Chao-Chun and Wen S. Chen from Deloitte Taiwan and they were adequate to serve as the financial and tax certified public accountants of the Company.
(5) Operation in the current year:
Audit Committee
Convening Date
Contents of motion/Matters listed in §14-5 of the Securities and Exchange Act
Objections, reservations or major suggestions from independent directors
Audit Committee Resolution Results
The company's handling of the Audit Committee's opinions
Decisions that have not been approved by the Audit Committee but have been approved by more than 2/3 of all directors
Audit Committee
13th meeting of the 3rd Audit Committee
Feb. 22, 2024
1.Discuss the change of appointment of visa accountants in 2024.
2.The company will issue the first domestic guaranteed conversion corporate bonds in 2021 and change the use of funds.
3.Proposal for amendment to “Rules of Procedure for Shareholders’ Meetings”
4.Proposal for subsequent confirmation of acquisition and disposal of valuable securities
None
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
Approved and passed by all attending directors
None
14th meeting of the 3rd Audit Committee
Mar. 14, 2024
1.Discussion of financial report of the Company in 2023.
2.Discussion of business report of the Company in 2023.
3.Discussion of profit distribution in 2023.
4.Discuss the company's plan to allocate cash from capital reserves.
5.Proposal for statement of internal control system of the Company in 2023.
6.Proposal for amendment to “Management of Operation of Board Meeting”
None
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
Approved and passed by all attending directors
None
15th meeting of the 3rd Audit Committee
May 09, 2024
1.Discussion of financial report of the Company in the 1nd quarter of 2024.
2.Proposal for amendment to “Audit Committee Charter
3.Proposal for amendment to "Approval Authority Table"
None
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
Approved and passed by all attending directors
None
1th meeting of the 4rd Audit Committee
Aug. 08, 2024
1.Discussion of financial report of the Company in the 2nd quarter of 2024
2.Appointment of head of Finance and accounting department
None
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
Approved and passed by all attending directors
None
2th meeting of the 6rd Audit Committee
Nov. 07, 2024
1.Discussion of financial report of the Company in the 3rd quarter of 2024
2.Proposal for appointment and remuneration of CPAs in 2024
3.Proposal for formulation of audit plan for 2025
4.Formulating the "Risk Management Policy and Procedure"
5.Formulating the "Rules Governing Financial and Business Matters Between this Corporation and its Related Parties "
6.Formulating the " Management of Sustainability Information"
7.Establish the "Sustainable Development Committee" and formulate the "Sustainable Development Committee Charter"
None
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
Approved and passed by all attending directors
None
Remuneration Committee
Composition, responsibilities and operation of the Remuneration Committee:
(1)The Remuneration Committee of the Company comprises three members. (2)Tenure of committee members of this tenure: The Company appointed the members of the fifth Board of Directors on August 8, 2024 with tenure from August 8, 2024 to May 28, 2027. In 2024,3 meetings (A) of the Remuneration Committee were convened with attendance status of members as follows:
Title
Name
Attendance In Person (B)
Attendance By Proxy
Actual Attendance Rate (%) (B/A)
Remark
Actual Attendance
Convener
Chen, Chih-hung
1
0
100.00
Newly appointed on Aug.8, 2024. 1 meetings to be attended
Committee member
Ke, Yong-Siang
2
0
100.00
Removed on Aug.8, 2024. 2meetings to be attended
Committee member
Hong, Chia-Yu
2
0
100.00
Removed on Aug.8, 2024. 2 meetings to be attended
Committee member
Yang, Shun-Ching
3
0
100.00
Reappointed on Aug.8, 2024. 3 meetings to be attended
Committee member
Su, Erh-Lang
1
0
100.00
Newly appointed on Aug.8, 2024. 1 meetings to be attended
Note: Attendance in person (%) is calculated according to the number of meetings of the Remuneration Committee convened during term of office and meetings actually attended by the committee members.
Periodic review of remuneration
The function of the Remuneration Committee of the Company is to evaluate the remuneration policies and systems for directors and managers of the Company in a professional and objective position. It shall convene at least two meetings a year and may convene meetings at any time as needed. The Remuneration Committee may offer suggestions to the Board of Directors as reference for its decision-making.
(1) Authorities of the Remuneration Committee of the Company
(A) Periodically review the organization procedure of the Remuneration Committee of the Company and offer suggestions on correction.
(B) Establish and periodically review the annual and long-term performance objectives of directors and managers of the Company as well as remuneration policies, systems, standards and structure.
(C) Periodically evaluate the fulfillment conditions of the performance objectives of directors and managers of the Company and establish content and amount of their individual remuneration.
(2) The Remuneration Committee shall abide by the following standards when performing its authorities.
(A) Ensure that remuneration arrangements of the Company comply with relevant laws and regulations and are enough to attract excellent talents.
(B) The performance evaluation and remuneration of directors and managers shall be determined with reference to the normal payment level in the same trade and in consideration of time spent by them, responsibilities borne, fulfillment of personal objectives, performance in other positions served, and remuneration paid by the Company to those of equivalent positions in recent years. Additionally, the reasonableness of linkage of individual performance with the Company’s operational performance and future risks shall be evaluated based on the fulfillment conditions of the Company’s short-term and long-term business objectives as well as its financial status.
(C) The Remuneration Committee shall not guide directors and managers to adopt behaviors beyond the Company’s risk appetite for the purpose of pursuing higher remuneration.
(D) As for the ratios of dividends paid to directors and senior managers for their short-term performance as well as payment time of some changed remuneration, decisions shall be made in consideration of industry characteristics and the business nature of the Company.
(E) Members of the Remuneration Committee shall not join the discussion and voting of decisions made on their personal remuneration.
Information regarding meetings of the Remuneration Committee
Information regarding meetings of the Remuneration Committee in recent year and review and evaluation of the Company’s remuneration is shown below:
Conference Name
Date
Motion Content
Salary And Remuneration Committee Resolution Results
Opinion Processing
Remuneration Committee
11th meeting of the 4th Remuneration Committee
Mar. 14, 2024
1.Approve the discussed proposal for distribution of employee remuneration and director remuneration in 2023
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
N/A
12th meeting of the 4th Remuneration Committee
May 09, 2024
1.Promotion and salary adjustment case for the company’s deputy general manager.
2.The company's five division chiefs were promoted to associate managers and their salaries were adjusted.
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
N/A
1th meeting of the 5th Remuneration Committee
Nov . 07, 2024
1.Approve the discussed proposal for the work plan of the Remuneration Committee of the Company in 2025.
2.Approve the proposal for discussion of payment of director remuneration, and payment details and date in 2023.
3.Approve the proposal for discussion of employee remuneration and yearend bonus paid to managers.
4.Approved the salary and remuneration package for the company's independent director.
5.Approve the monthly salary structure and payment amount for the head of the finance and accounting department.
The chair inquired all attending committee members who raised no objection and the competent department submitted it to the Board of Directors for discussion.
N/A