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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: Click here for reviewing.

    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. Independent Directors' communication with internal auditors and CPAs (including communication over the Company's financial and business status and the methods and results, etc.):
    1. Frequency and manner of communication:
    (1) The Company quarterly convenes the meetings of the Audit Committee and the Board of Directors. The auditor supervisor will attend every meeting of the Audit Committee and the Board of Directors and report the quarterly internal audit business as appropriate.

    (2) When the Company convenes an Audit Committee meeting and the Board meeting quarterly for approving the financial statements, the CPAs, in addition to attending the meetings, communicate audit findings, audit quality indicators (AQI) and major regulatory updates with the independent directors on a quarterly basis.

    (3) The audit head issues monthly audit reports and submits them to the Audit Committee for review. Apart from communicating the audit findings with the independent directors on a monthly basis, the audit head irregularly catches up with the financial and business conditions of the Company.

    (4) Independent directors hold communication meetings with CPAs 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

    The members of the Committee shall perform the following duties faithfully and with the care of a good administrator, and shall submit their recommendations to the Board of Directors for discussion:

    1. To establish and periodically review the policies, systems, standards, and structure for performance evaluation and compensation of directors and managerial officers.
    2. To periodically evaluate and determine the compensation of directors and managerial officers.
    Operations of Remuneration Committee
    1. The Company’s Remuneration Committee consists of three members.
      To enhance the Board’s oversight of the Company’s compensation policies, the Committee is established and is composed entirely of three independent directors. The Committee convenes at least twice a year.
    The professional qualifications, experience, independence status, and concurrent memberships in compensation committees of other companies of each member, please click here.

    The Remuneration Committee convened 3 meetings in the most recent fiscal year (Year 2024) (A).The attendance of each committee member is as follows:

    Job TitleNameActual number of meetings attended
    B    		Number of attendance by proxyActual attendance rate (%)
    [B/A]
    ConvenerChin-Tsai Chen30100%
    MemberTa-Sheng Chiu30100%
    MemberYueh-Hsiang Tsai30100%
    Other matters to be recorded:
    I. If the Board of Directors does not adopt or amend the recommendations of the Remuneration 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 Remuneration Committee: None.
    II. If any member of the Salary and Remuneration 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.
     
                

    Committee Date/Term

     Resolution 

    Resolution of the Meeting of the Remuneration Committee
    The Company's Response to the Remuneration Committee's
    Opinions
     January 26, 2024
    3rd meeting of 5th Term 
     1.The proposal for the Company's 2023 year-end bonus distribution for main managers. 
     Proposal passed without objections from all present committee members. 
      Approved by all directors present unanimously. 
     February 29, 2024
    4th meeting of 5th Term 
     1.The proposal for the 2023 distribution of employee  & directors compensation. 
     Proposal passed without objections from all present committee members.  
      Approved by all directors present unanimously. 
     October 29, 2024
    5th meeting of 5th Term 
     1.The proposal for the 2023 distribution of employee  & main managers compensation. 
     Proposal passed without objections from all present committee members. 
     Approved by all directors present unanimously. 
    Nomination committee
    The Company established the Nomination Committee pursuant to a resolution of the Board of Directors on November 11, 2021.
    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.
    Operations of Nomination Committee 
    1. The Company’s Nomination Committee is composed of three members.To enhance corporate governance and strengthen the supervisory mechanism, the Nomination Committee was established and its organizational charter was duly adopted. The current membe    rs of the Nomination            Committee are Independent Directors Mr. Chin-Tsai Chen, Mr. Ta-Sheng Chiu, and Mr. Yueh-Hsiang Tsai.
    The professional qualifications, experience, independence status, and concurrent memberships in Nomination committees of other companies of each member, please click here.
    The Nomination Committee convened 1 meetings in the most recent fiscal year (Year 2024) (A).The attendance of each committee member is as follows:
    Title
    Name
    Attendance in person (B)
    Attendance by Proxy
    Attendance Rate (%) (B)/(A)
    Convener
    Chin-Tsai Chen

    1

    0
    100%
    Committee Member
    Ta-Sheng Chiu

    1

    0
    100%
    Committee Member
    Yueh-Hsiang Tsai

    1

    0
    100%
    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: None.
    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: None.
    Committee Date/Term
    Resolution

    Resolution of the Meeting of the Nomination Committee    
    The Company's Response to the Nomination Committee's 
    Opinions
    February 29, 2024
    2st meeting of 2nd Term
    1.The results of the board performance evaluation in 2023.
    Proposal passed without objections from all present committee members.
    Approved by all directors present unanimously.