Audit Committee
The Audit Committee is exercise of duties are as follows:
- Establish or amend the internal control system based on Article 14-1 of the Securities and Exchange Act.
- Evaluate effectiveness of internal control system.
- Establish or amend the procedures governing the acquisition or disposal of assets, derivatives trading, loans to others, endorsements/guarantees made for others associated with major financial operations.
- Issues that directors have a stake in.
- Major assets or derivatives trading
- Major loans, endorsements and guarantees.
- Offering, issuance and private placement of securities.
- The appointment, dismissal and remuneration of external auditors.
- Appoint and dismiss financial, accounting or internal auditing officers.
- Annual and semiannual financial statements.
- Material matters specified by other companies or competent authorities.
Communication policy between independent directors and the chief internal auditor/CPAs
- The independent directors have at least one meeting with CPAs per year on the Company’s financial position, overall operations, and review of the internal control. They fully communicate on if there are any entries significantly adjusted or legal amendments that affect accounting. They will also meet at any time when a significant anomaly occurs. The communication between the Company’s independent directors and the CPAs has been smooth.
- The chief internal auditor and independent directors should submit monthly reports on the Company’s internal audit and internal control situations; or may meet at any time in the event of a significant anomaly. Independent directors can understand the Company’s operations, financial business, and audit situation through the audit reports provided regularly by the board and the audit unit and can communicate well with the chief internal auditor or CPAs through various reports and communication means.
The communications between the independent directors and the internal auditors :
| Meeting date | Major meeting agenda |
|---|---|
| Monthly | Prepare the monthly internal auditor’s report in accordance with the annual audit plan and submit to independent directors for review. For any questions regarding the report raised by independent directors, the internal audit manager shall make further explanation and communicate to independent directors for supervision with a clear understanding of the audit result and consequent control measures. |
| 2024/02/16 |
●From mid-November 2023 to mid-January 2024, the Head of Internal Audit provided independent directors with an update on the execution of internal audit activities. The audit scope included both current audit items and the follow-up status of improvements from the annual audit plan. The audited items were as follows: |
| 2024/03/29 |
●From February to March 2024, the Head of Internal Audit reported to the independent directors on the execution of internal audit activities. The report covered both current audit items and the follow-up status of improvement actions from the annual audit plan. The audit items included: |
| 2024/04/26 |
●From March to April 2024, the Head of Internal Audit reported to the independent directors on the execution of internal audit activities. The report covered both current audit items and the follow-up status of improvement actions from the annual audit plan. The audit items included: |
| 2024/08/02 |
●From April to July 2024, the Head of Internal Audit reported to the independent directors on the execution of internal audit activities. The report covered both current audit items and the follow-up status of improvement actions from the annual audit plan. The audit items included: |
| 2024/11/01 |
●From July to October 2024, the Head of Internal Audit reported to the independent directors on the execution of internal audit activities. The report covered both current audit items and the follow-up status of improvement actions from the annual audit plan. The audit items included: |
| 2024/12/13 |
●From October to November 2024, the Head of Internal Audit reported to the independent directors on the execution of internal audit activities. The report covered both current audit items and the follow-up status of improvement actions from the annual audit plan. The audit items included: |
The communications between the independent directors and the independent auditors:
| Meeting date | Major meeting agenda |
|---|---|
| 2024/04/26 |
●The CPAs made a presentation and explained the 2024 Q1 Governance Unit Communication Report to independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng. ●The CPAs discussed the questions from independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng and negotiated with each other. ●Independent directors did not have any opinions on such matter. |
| 2024/08/02 |
●The CPAs made a presentation and explained the 2024 Q2 Governance Unit Communication Report to independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng. ●The CPAs discussed the questions from independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng and negotiated with each other. ●Independent directors did not have any opinions on such matter. |
| 2024/11/01 |
●The CPAs made a presentation and explained the 2024 Q3 Governance Unit Communication Report and the audit planning in 2024 to independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng. ●The CPAs discussed the questions from independent directors Kung-Liang Yeh, Wen-Tsan Wu, Fu-Hai Yeh and Min-Ching Cheng and negotiated with each other. ●Independent directors did not have any opinions on such matter. |
Remuneration Committee
The Remuneration Committee is responsible for assisting the Board of Directors in implementing and evaluating the Company’s overall remuneration and benefit policy and to submitting its suggestions to the board for discussion. It is formulated in accordance with Article 14-6, Paragraph 1 of the Securities and Exchange Act and the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange
Operations of Remuneration Committee
The company's board of directors has approved the establishment of a salary and remuneration committee, whose members are appointed by resolution of the board of directors. Its main responsibilities are to regularly review the policies, systems, standards and structures of performance evaluation and salary remuneration of directors, supervisors and managers, and submit the recommendations to the board of directors. discuss.
- The Company’s Remuneration Committee consists of 5 members.
- Duration of service of the current Committee: from June 15, 2022, to June 14, 2025. The Remuneration Committee held 6 meetings (A) in 2023; details of members’ eligibility and attendance are as follows:
| Title | Name | Actual attendance(B) | Proxy Attendance | Percentage of actual attendance(%) (B/A) | Remark |
|---|---|---|---|---|---|
| Convener | Kung-Liang Yeh | 1 | - | 100% | |
| Member | Wen-Tsan Wu | 0 | 1 | 0% | |
| Member | Fu-Hai Yeh | 1 | - | 100% | |
| Member | Min-Ching Cheng | 1 | - | 100% | |
| Member | Ying-Chi He | 1 | - | 100% |
Other matters that shall be recorded:
- In the event where the Remuneration Committee’s proposal is rejected or amended in a board of directors meeting, please describe the date and session of the meeting, details of the agenda, the board’s resolution, and how the company had handled the Remuneration Committee’s proposals (describe the differences and reasons, if any, should the board of directors approve a solution that was more favorable than the one proposed by the Remuneration Committee): none.
- Should any member object or express qualified opinions to the resolution made by the Remuneration Committee, whether on-record or in writing, please describe the date and session of the meeting, details of the agenda, the entire members’ opinions and how their opinions were addressed: None.
- Date of resignation is shown for members of the Remuneration Committee who had resigned prior to the close of the financial year. The percentage of actual attendance (%) is calculated based on the number of Remuneration Committee meetings held and the number of meetings actually attended during active duty.
- If a re-election of Remuneration Committee members had taken place prior to the close of the financial year, members of both the previous and the current Remuneration Committee will be listed; in which case, the remarks column will specify whether the committee member was elected in the previous board, the new board, or both. The percentage of actual (proxy) attendance (%) will be calculated based on the number of Remuneration Committees held during active duty and the number of actual (proxy) attendance.
- Discussion matters and resolutions in the Remuneration Committee’s meetings and how members’ opinions were addressed
| Date | Number of meetings | Discussion Matters | Resolution | The Company’s handling of Remuneration Committee members’ opinions |
|---|---|---|---|---|
| 2024.02.16 | The 11th Meeting of the 5th Remuneration Committee | Review of the proposal for the distribution of directors' and employees' remuneration for 2023 | The motion was passed unanimously by all attending members | Approved by the Board of Directors |
| 2024.08.02 | The 12th Meeting of the 5th Remuneration Committee | Review of the distribution of managerial staff remuneration and the appointment proposal for the Company's executive vice president for 2023 | The motion was passed unanimously by all attending members | Approved by the Board of Directors |
| 2024.12.13 | The 13th Meeting of the 5th Remuneration Committee | Review of the performance evaluation of managerial personnel, the distribution of year-end bonuses, and the appointment proposal for the Company's chief financial officer for 2024 | The motion was passed unanimously by all attending members | Approved by the Board of Directors |