投資人專區

Corporate governance

Corporate Governance

Audit Committee

Information on the operation of the Audit Committee:

The attendance of the Supervisors of the Directors at the six meetings of the Board of Directors held in the most recent year (FY2021) [A] is shown below:

Job Title	Name	Actual number of meetings attended B	Actual attendance rate (%) [B/A]
Independent Director	Tsung-Sheng Lin	4	100%
Independent Director	Shih-Chien Yang	4	100%
Independent Director	Chin-Tsai Chen	4	100%

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:

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.	Eligible	No such matter
			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.

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

Date	Highlights of Communication	Directors' Recommendations	Processing of performance results
Audit Committee (2021.03.11)	1.Audit the implementation of the plan. 2.Submit the Statement of Internal Control System	N/A	Approved by the Audit Committee and reported to the Board of Directors
Audit Committee (2021.04.22)	1. Audit the implementation of the plan.	N/A	Approved by the Audit Committee and reported to the Board of Directors
Audit Committee (2021.08.11)	1.Audit the implementation of the plan.	N/A	Approved by the Audit Committee and reported to the Board of Directors
Audit Committee (2021.11.11)	1.Audit the implementation of the plan. 2.Propose the 2021 Annual Audit Plan.	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

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 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

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

		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.

(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 21 June 2019 to 20 June 2022. The Salary and Compensation Committee met 2 times (A) in the latest year (2021). The qualifications and attendance of members are as follows:

Job Title	Name	Actual number of meetings attended B	Actual attendance rate (%) [B/A]
Convener	Tun-Son Lin	2	100%
Member	Shih-chien Yang	2	100%
Member	Chin-tsai Chen	2	100%

Other matters to be recorded:

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:

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 1th Committee The 1rd meeting	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 (2022.04.10)

The names, total amount of shares, and shareholding ratio of the top ten shareholders holding more than 5% of shares Click here to download