Information on the operation of the Audit Committee:
Job Title | Name | Actual number of meetings attended B | Number of attendance by proxy | Actual attendance rate (%) [B/A] |
---|---|---|---|---|
Independent Director | Ta-Sheng Chiu | 2 | 0 | 100% |
Independent Director | Yueh-Hsiang Tsai | 2 | 0 | 100% |
Independent Director | Chin-Tsai Chen | 2 | 0 | 100% |
Other matters to be recorded:
2. Other than the aforementioned matters, resolutions not approved by the Audit Committee and approved by two-thirds of all Directors: None.
(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.
Date | Highlights of Communication | Directors' Recommendations | Processing of performance results |
---|---|---|---|
Audit Committee (2022.03.17) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2022.04.26) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2022.08.11) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2022.11.10) |
| N/A | Approved 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.
Date | Highlights of Communication | Directors' Recommendations | Processing of performance results |
---|---|---|---|
Audit Committee (2022.03.17) | 1.Presentation and Communication by the Accountants on the 2021 Individual and Consolidated Financial Statements 2.Important Statute Update. | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2022.04.26) | 1.Presentation and communication with the accountants regarding the consolidated financial statements for the first quarter of 2022 2.Important Statute Update. | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2022.08.11) | 1.Presentation and communication with the accountants regarding the consolidated financial statements for the second quarter of 2022 2.Important Statute Update. | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2022.11.10) | 1.Presentation and communication by the accountants on the consolidated financial statements for the third quarter of 2022 2.Important Statute Update. | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Remuneration Committee
Job Title | Name | Name Professional Qualifications | Independence | Term of Office |
---|---|---|---|---|
Independent Director | Shih-Chien Yang | Eligible | Eligible | 2019/6/21 to 2022/6/20 |
Independent Director | Tun-Son Lin | Eligible | Eligible | |
Independent Director | Chin-Tsai Chen | Eligible | Eligible |
1. Remuneration Committee Membership Information
2. Information on the operating status of the Remuneration Committee
Job Title | Name | Actual number of meetings attended B | Number of attendance by proxy | Actual attendance rate (%) [B/A] |
---|---|---|---|---|
Convener | Chin-Tsai Chen | 0 | 0 | 0% |
Member | Ta-Sheng Chiu | 0 | 0 | 0% |
Member | Yueh-Hsiang Tsai | 0 | 0 | 0% |
Other matters to be recorded:
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:
Title | Name | Attendance in person (B) | Attendance by Proxy | Attendance Rate (%) (B)/(A) |
Convener | Chin-Tsai Chen | 2 | 0 | 100% |
Committee Member | Ta-Sheng Chiu | 2 | 0 | 100% |
Committee Member | Yueh-Hsiang Tsai | 2 | 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: 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/Term | Resolution | 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. |
Operating status of Corporate Governance
The Board of Directors of the Company resolved on 11 August 2020 to appoint Ms. Jia-li Huang, Deputy General Manager and Chief Financial Officer of the Finance Division,
as the Head of Corporate Governance to be responsible for Corporate Governance related matters. Jia-li Huang has at least three years of experience in financial and other management roles
in publicly traded companies.
Matters related to Corporate Governance include the following:
I. To transact business in connection with the meetings of the Board and of the Members in accordance with the Law.
II. To prepare minutes of meetings of the Board of Directors and shareholders.
III. To assist directors and supervisors in their appointment and continuing education.
IV. To provide information necessary for directors and supervisors to carry out their business.
V. To assist the Directors and Supervisors in complying with the Act. VI. Other matters as stipulated in the Articles of Association or the Deed.
The business priorities for 2022 are as follows:
I. To provide information to the Directors for the meetings of the Board of Directors and Audit Committee.
II. To be responsible for the announcement of major resolutions on the day following the Board of Directors' and Shareholders' meetings.
III. To deal with matters relating to shareholders' meetings in accordance with the law.
IV. To handle the registration of changes in the Company's operations.
V. To provide information on directors' continuing education from time to time and to remind them to complete their studies and reporting
in accordance with the requirements of the Important Points for the Implementation of Continuing Education for Directors and Supervisors of Listed Companies".
VI. The corporate governance officer has reported the situation of 2022 corporate governance to the board meeting held on November 10, 2022.
(including the effectiveness of corporate social responsibility, related matters of risk management, policy and measure on information security, and intellectual property plans)
Further Education Hours for the Head of Corporate Governance in 2022
Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
---|---|---|---|---|---|
Head of Corporate Governance | Chia-li Huang | 2022/11/10 | Accounting Research and Development Foundation of the Republic of China | Matters needing attention in securities transactions of company insiders | 3 hours |
2022/11/10 | Accounting Research and Development Foundation of the Republic of China | Corporate Governance& Securities and Exchange Act. | 3 hours | ||
2022/11/21 | Accounting Research and Development Foundation of the Republic of China | Continuing Education and Training for Accounting Managers | 12 hours | ||
Top ten shareholders (2023.04.08)
The names, total amount of shares, and shareholding ratio of the top ten shareholders holding more than 5% of shares Click here to download