
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 | Tsung-Sheng Lin | 4 | 0 | 100% |
Independent Director | Shih-Chien Yang | 4 | 0 | 100% |
Independent Director | Chin-Tsai Chen | 4 | 0 | 100% |
Other matters to be recorded:
Board of Directors Date/Period | Contents of the motion and its follow-up | Matters set out in section 14quinquies of the Securities and Exchange Act | Resolutions not approved by the Audit Committee but approved by 2/3 of all Directors |
---|---|---|---|
2021.03.11 1st Year 11th Time | 1.Implementation of the audit plan. | Eligible | No such matter |
2. Approved the submission of the “Statement of Internal Control System” of 2020. | |||
3. Approved the proposal to evaluate the independence and competency of the Company's CPA. | |||
4. Approved the Company's Business Report and Financial Statement in 2020. | |||
5. Approved the adoption of the proposal for distribution of 2020 earnings. | |||
Audit Committee resolution: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. | |||
The Company's actions in response to the opinions of the Audit Committee: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. All attending directors unanimously agreed, no other special proposals were proposed. All items were executed. | |||
2021.04.22 1st Year 12th Time | 1. Implementation of the audit plan | Eligible | No such matter |
2. Approved the amendment of the Company’s “Procedures for Acquisition or Disposal of Assets” | |||
3. Approved the amendment of the Company’s “Procedures for Acquisition or Disposal of financial derivatives” | |||
Audit Committee resolution: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. | |||
The Company's actions in response to the opinions of the Audit Committee: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. All attending directors unanimously agreed, no other special proposals were proposed. All items were executed. | |||
2021.08.11 1st Year 13th Time | 1. Implementation of the audit plan | Eligible | No such matter |
2. Provisional motion: the proposals on the establishment of Nominating Committee and the formulation of risk management policies will be put forward in the next Audit Committee. | |||
Audit Committee resolution: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. | |||
The Company's actions in response to the opinions of the Audit Committee: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. All attending directors unanimously agreed, no other special proposals were proposed. All items were executed. | |||
2021.11.11 1st Year 14th Time | 1. Implementation of the audit plan | Eligible | No such matter |
2. Approved the Company's Consolidated Financial Statements in 2021 Q3. | |||
3. Approved the submission the Audit Plan in 2022. | |||
4. The company established Nomination Committee and formulated the "Organizational Rules for Nomination Committee" and appointed members of the Audit Committee. | |||
5. The company established Nomination Committee and formulated the "Organizational Rules for Nomination Committee" and appointed members of the Audit Committee. | |||
Audit Committee resolution: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. | |||
The Company's actions in response to the opinions of the Audit Committee: The chair consulted all Committee Members in attendance and the proposals were passed unanimously by the Committee Members. All attending directors unanimously agreed, no other special proposals were proposed. All items were executed. |
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 (2021.03.11) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2021.04.22) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2021.08.11) |
| N/A | Approved by the Audit Committee and reported to the Board of Directors |
Audit Committee (2021.11.11) |
| 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 (2021.03.11) | Presentation and Communication by the Accountants on the 2019 Individual and Consolidated Financial Statements | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2021.04.22) | Presentation and communication with the accountants regarding the consolidated financial statements for the first quarter of 2020 | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2021.08.11) | Presentation and communication with the accountants regarding the consolidated financial statements for the second quarter of 2020 | N/A | Approved by the Audit Committee and presented to the Board of Directors for discussion |
Audit Committee (2021.11.11) | Presentation and communication by the accountants on the consolidated financial statements for the third quarter of 2020 | 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
Have at least five years of working experience and the following professional qualifications | Independence eligible (Note) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Identity Status | Conditions Name | Lecturer or above at a public or private university in business, law, finance, accounting or related disciplines required for company operations | Judge, prosecutor, lawyer, accountant or other professional and technical personnel who have passed a national examination related to the company's business | Work experience in business, law, finance, accounting or related to company business | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | Number of members of remuneration committees of other public companies | Remarks |
Independent Director | Shih-Chien Yang | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | 2 | ||||||
Independent Director | Tun-Son Lin | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | 2 | ||||||
Independent Director | Chin-Tsai Chen | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | Eligible | 2 |
Note: For each member who has fulfilled each of the following criteria during the two years prior to and during his or her term of office, please place an “Eligible” in the box below each criteria code.
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 | Tun-Son Lin | 2 | 0 | 100% |
Member | Shih-chien Yang | 2 | 0 | 100% |
Member | Chin-tsai Chen | 2 | 0 | 100% |
Other matters to be recorded:
Board of Directors Date/Period | Content of the Motion | Results of Remuneration Committee Resolutions | The Company's handling of the Salary and Compensation Committee's opinion |
---|---|---|---|
2021.03.11 4th Year 5rd Time | 1. Performance evaluation results of the board of directors in 2020. 2.Proposal for the Company’s distribution of remuneration for employees and directors in 2020. | Approved by all members present without dissenting vote | Approved by all Directors present without dissenting vote |
2021.11.11 4th Year 6th Time | 1. Proposal for the distribution of 2020 year-end bonus for managerial officers. | Approved by all members present without dissenting vote | Approved by all Directors present without dissenting vote |
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.
Nominating Committee was established on November 11, 2021 and tenure is from November 11, 2021 to June 20, 2022. We didn’t held a meeting in 2021.
(A)The last meeting on March 17, 2022 and the attendance status of the Nominating Committee members was as follows:
Title | Name | Attendance in person (B) | Attendance by Proxy | Attendance Rate (%) (B)/(A) |
Convener | Tun-Son Lin | 1 | 0 | 100% |
Committee Member | Shih-Chien Yang | 1 | 0 | 100% |
Committee Member | Chin-Tsai Chen | 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: 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 Nominating Committee | The Company's Response to the Nominating Committee 's Opinions |
March 17, 2022 | 1.The results of the board performance evaluation in 2021. 2.Nominating candidates for directors. | 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 2021 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 2021 corporate governance to the board meeting held on November 11, 2021.
(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 2021
Job Title | Name | Date of Study | Organizer | Course Name | Study Hours |
---|---|---|---|---|---|
Head of Corporate Governance | Chia-li Huang | 2021/11/25 | 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