投資人專區
INVESTORS
  • Functional Committees_Corporate Governance_Investors
Corporate Governance

    Audit Committee

    1. To strengthen corporate governance, the Audit Committee is established and composed entirely of Independent Directors. The professional qualifications, experience, and independence of each member: They are reviewed accordingly.

    2. The authorities and responsibilities of the Audit Committee include, but are not limited to, the following:

    (1) Adoption or amendment of internal control systems pursuant to Article 14-1 of the Securities and Exchange Act.
    (2) Evaluation of the effectiveness of the internal control system.
    (3) Adoption or amendment of procedures for handling material financial or operational activities, such as acquisition or disposal of assets, derivatives trading, lending of funds to others, and endorsements or guarantees, pursuant to Article 36-1 of the Securities and Exchange Act.
    (4) Matters involving the personal interests of Directors.
    (5) Material asset or derivatives transactions.
    (6) Material lending of funds, endorsements, or provision of guarantees.
    (7) The raising, issuance, or private placement of equity-related securities.
    (8) Appointment, dismissal, or compensation of the certified public accountant.
    (9) Appointment or dismissal of the financial, accounting, or internal audit officer.
    (10) Annual and semi-annual financial reports.
    (11) Other material matters as stipulated by the Company or the competent authority.

    The work of the Audit Committee in 2024 included:

    Review of annual and quarterly financial reports, deliberation and revision of the internal control system, and evaluation of the effectiveness of internal controls. For more details, please refer to the following additional disclosures.

    The attendance of the Supervisors of the Directors at the 4 meetings of the Board of Directors held in the most recent year (FY2024) [A] is shown below:

    Job TitleNameActual number of meetings attended
    B    		Number of attendance by proxyActual attendance rate (%)
    [B/A]
    Independent DirectorTa-Sheng Chiu40100%
    Independent DirectorYueh-Hsiang Tsai40100%
    Independent DirectorChin-Tsai Chen3175%

    Other matters to be recorded:

    I. The date and duration of the Board meeting, the content of the motion, the outcome of the Audit Committee's resolution and the Company's handling of the Audit Committee's comments should be stated if any of the following apply:

    1. The matters listed in section 14(5) of the Securities and Exchange Act:These were reviewed in accordance with the above in 2024.

    2. Other than the aforementioned matters, resolutions not approved by the Audit Committee and approved by two-thirds of all Directors: None.

    II. In the case of disqualification of an independent director from the implementation of an interest motion, the name of the independent director, the content of the motion, the reasons for the disqualification and the participation in the vote should be stated: None
    III. Communication between the Independent Directors and the Head of Internal Audit and the Accountant (which shall include the material matters, manner and results of communication regarding the financial and business conditions of the Company):
    1. Frequency and manner of communication:
        (1) The Audit Committee and the Board of Directors of the Company meet quarterly and the Head of Audit attends each meeting and reports on internal audit activities as necessary.

        (2) The Audit Committee and the Board of Directors of the Company meet quarterly and the Certified Public Accountant is present at each quarterly financial report when it is approved to report on the financial statements.

        (3) The Head of Audit, Certified Public Accountant and Independent Directors communicate directly with each other as necessary to discuss issues

        (4) The independent directors hold communication meetings with the accountants whenever necessary.

    2. Content of Communication and Conclusion:
    (1) The communication between the independent directors of the Company and the auditors is good in terms of performance and effectiveness
    DateHighlights of CommunicationDirectors'
    Recommendations    		Processing of performance results
    Audit Committee
    (2024.02.29)
    • 1.Implementation of the audit plan 
    • 2.To submit the Company’s  “Statement of Internal Control System”.
    • 3.To revise the Company's "Internal Control System". 
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2024.04.18)
    • 1. Implementation of the audit plan. 
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2024.07.30)
    • 1.Implementation of the audit plan. 
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2024.10.29)
    • 1.Implementation of the audit plan. 
    • 2.The proposal for 2025 Annual Audit Plan. 
      3.To revise the Company's "Internal Control System".
    		N/AApproved by the Audit Committee and reported to the Board of Directors

    (2) The communication between the independent directors of the Company and the accountants is good.

    DateHighlights of CommunicationDirectors'
    Recommendations    		Processing of performance results
    Audit Committee
    (2024.02.29)

    1.CPA conducted a presentation and communication for the 2023 parent-company-only and consolidated financial reports.  

    2.Important Statute Update.

    		N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2024.04.18)

    1.CPA conducted a presentation and communication for the 2024 Q1 consolidated financial reports.  

    2.Important Statute Update.

    		N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2024.07.30)

    1.CPA conducted a presentation and communication for the 2024 Q2 consolidated financial reports.  

    2.Important Statute Update.

    		N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2024.10.29)

    1.CPA conducted a presentation and communication for the 2024 Q3 consolidated financial reports.  

    2.Important Statute Update.

    		N/AApproved by the Audit Committee and presented to the Board of Directors for discussion

    Remuneration Committee

    In order to improve the remuneration management function of the Company's Board of Directors, the Company has established a Remuneration Committee, which consists of three independent directors and meets at least twice a year.
    Job TitleNameName Professional QualificationsIndependenceTerm of Office
    Independent DirectorShih-Chien YangEligibleEligible2019/6/21 to 2022/6/20
    Independent DirectorTun-Son LinEligibleEligible
    Independent DirectorChin-Tsai ChenEligibleEligible

     

    Other matters to be recorded:
    I. If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall state the date and duration of the Board of Directors' meeting, the content of the motion, the outcome of the Board of Directors' resolution and the Company's handling of the recommendations of the Compensation Committee: No such matter
    II. If any member of the Salary and Compensation Committee has any objections or reservations to a resolution, and such objections or reservations are recorded or stated in writing, the date and time of the meeting of the Salary and Compensation Committee, the content of the resolution, the views of all members and the treatment of the views of members shall be stated: None.
    This Committee Members shall faithfully perform the following duties and responsibilities with the care of a good manager and shall submit its recommendations to the Board for discussion:
    I. To establish and regularly review the policies, systems, standards and structures for the evaluation of the performance and remuneration of directors and managers of the Company.
    II. To evaluate and determine the remuneration of Directors and Managers on a regular basis.
     

    1. Remuneration Committee Membership Information

    (1) Not an employee of the Company or its affiliates.
    (2) Not a director or supervisor of the company or its affiliates (except in the case where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with the Act or the laws of the country of origin).
    (3) A natural person shareholder who does not hold more than 1% of the total number of issued shares of the Company or the top ten shares in the name of himself/herself, his/her spouse, minor children or others.
    (4) A person who is not the spouse, a relative within the second degree of consanguinity or a relative within the third degree of consanguinity of a manager listed in (1) or a person listed in (2) or (3).
    (5) A director, supervisor or employee of a corporate shareholder who does not directly hold more than 5% of the total number of issued shares of the Company, or who is one of the top five holders of shares, or who is designated as a representative to act as a director or supervisor of the Company in accordance with Article 27, paragraph 1 or 2 of the Company Act (except where the aforementioned person is an independent director established in accordance with this Act or the laws of the country in which he or she holds a concurrent position in the Company and its parent company, subsidiary or subsidiary of the same parent company).
    (6) A director, supervisor or employee of another company which is not controlled by the same person as the directorship or more than one-half of the voting shares of the company (except where the foregoing persons are independent directors established in accordance with this Act or the laws of the State where they hold concurrent offices in the company or its parent company, subsidiary or subsidiary of the same parent company).
    (7) A director (director), supervisor (supervisor) or employee of another company or institution who is not the same person or spouse of the chairman, president or equivalent of the company (except where the aforementioned person is an independent director established in accordance with this Law or a local law and serves concurrently with the company or its parent company, a subsidiary or a subsidiary of the same parent company).
    (8) A director (director), supervisor (supervisor), manager or shareholder holding more than 5% of the shares of a specific company or organization that does not have financial or business dealings with the Company (provided that if the specific company or organization holds more than 20% but not more than 50% of the total issued shares of the Company, and if the aforementioned person is an independent director established in accordance with this Law or a local law and serves concurrently with the Company or its parent company, a subsidiary or a subsidiary of the same parent company).
    (9) Professionals, sole proprietors, partners, directors (directors), supervisors (supervisors), managers and their spouses who do not provide audit or have received remuneration of less than NT$500,000 in the last two years for business, legal, financial, accounting and other related services to the Company or its affiliates. However, members of the Salary and Compensation Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions, which perform functions under the Securities and Exchange Act or the relevant Acts of the Business Mergers And Acquisitions Act, shall be exceptions.
    (10) In the absence of one of the circumstances set forth in Article 30 of the Company Act.

    2. Information on the operating status of the Remuneration Committee

    I. The Remuneration Committee of the Company consists of 3 members.
    Term of office: The fourth term of office of the members is from June 8, 2022 to June 7, 2025. The Salary and Compensation Committee met 0 times (A) in the latest year (2022). The qualifications and attendance of members are as follows:
    Job TitleNameActual number of meetings attended
    B    		Number of attendance by proxyActual attendance rate (%)
    [B/A]
    ConvenerChin-Tsai Chen000%
    MemberTa-Sheng Chiu000%
    MemberYueh-Hsiang Tsai000%

    Other matters to be recorded:

    I. If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall state the date and duration of the Board of Directors' meeting, the content of the motion, the outcome of the Board of Directors' resolution and the Company's handling of the recommendations of the Compensation Committee: No such matter.
    II. If any member of the Salary and Compensation Committee has any objection or reservation to a resolution and it is recorded or stated in writing, the date and duration of the Salary and Compensation Committee meeting, the content of the resolution, the views of all members and the treatment of the views of the members shall be stated:
     

    Nomination committee

    Based on the authorization of the board of directors, the nomination committee faithfully fulfills the following duties and send recommendations to the board for discussion: 

    1. Set the criterion for the required expertise, technology, experience, gender, and independency of board members and high-level managers, and seek, examine, and nominate board member and high-level manger candidates accordingly.
    2. Construct and develop board of directors and each committee and conduct performance appraisal of the board of directors, each committee, each board member, and high-level managers, and evaluate the independency of each independent director.
    3. Make and regularly review the education plan for the board members, and make and regularly review the successor plan for the board members and high-level managers.
    4. Enact code of practice for the corporate governance.

    The tenure of 4th Nominating Committee is from June 8, 2019, to June 20, 2022. A total of 2 meetings of the Remuneration Committee were held in the 2022 (A). The attendance status of the Remuneration Committee members was as follows: 
     (A)The attendance status of the Remuneration Committee members was as follows: 

    TitleNameAttendance in person (B)Attendance by ProxyAttendance Rate (%) (B)/(A)
    ConvenerChin-Tsai Chen20100%
    Committee MemberTa-Sheng Chiu20100%
    Committee MemberYueh-Hsiang Tsai20100%

    Other Matters

    I.If the Board of Directors chooses not to adopt or revise recommendations proposed by the Nominating Committee, the date of the Board Meeting, sessions, the contents discussed, results of meeting resolutions, and the company's disposition of opinions provided by the Nominating Committee shall be described in detail: No such occurrences.

    II. For resolution(s) made by the Nominating Committee with the Committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of proposal, and opinions of all members and the Company's handling of said opinions:

    Date/TermResolution
    Resolution of the Meeting of the Remuneration Committee        		The Company's Response to the Remuneration Committee's 
    Opinions
    January 21, 2022
    4th Committee
    The 7th meeting    

    1The distribution of 2021 year-end bonus for managerial officers.

    		Proposal passed without objections from all present committee members.Approved by all directors present unanimously.
    March 17, 2022
    4th Committee
    The 8th meeting

    1.Approved the proposal for the Company's year-end bonus

    distribution and remuneration distribution plan for employees,

     Directors and Supervisors for 2021.

    		Proposal passed without objections from all present committee members.

    Approved by all directors present unanimously.