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 and independent auditors:
| Meeting date | Major meeting agenda |
|---|---|
| 2023/02/17 |
●Report of the result of internal audit from December to the beginning of February, 2022 to the independent directors by internal auditors, including audit items for stated period and the follow-up of corrective actions for the annual audit items: (1) Management of the operations of the labor and wage cycle and remuneration committee (2) Management of the operation of board meetings + Procedures for Preventing Insider Trading and Handling Material Inside Information (3) Legal compliance audit (4) Financial derivatives audit from November to December, 2022 (5) Loans to others and endorsements and guarantees for the fourth quarter of 2022 (6) Telecommunications outbound management project review ● Independent directors did not raise any opinion on such matter |
| 2023/04/28 | ● Report of the results of internal audit from February to April, 2023 to the independent directors by internal auditors, including audit items for stated period and the follow-up of corrective actions for the annual audit items: (1) Audit of acquisition and disposal of assets (2) Supervision and management of subsidiaries, and management of long-term and short-term investment operations (3) Financial statements cycle and management of application of International Financial Reporting Standards, procedures for professional accounting judgments, processes for making changes in accounting policies and estimates, and management for transaction of related party (4) Financial derivatives audit from January to March 2023 ●Independent directors did not raise any opinion on such matter |
| 2023/08/04 |
●Report of the results of internal audit from May to July, 2023 to the independent directors by internal auditors, including audit items for stated period and the follow-up of corrective actions for the annual audit items: (1) Inventory cycle (2) Purchase and payment cycle - Repair (3) Regulations for finance cycle and management of the use of seals (4) Financial derivatives audit from January to April to June 2023 (5) Audit on loans to others and endorsements and guarantees for the first quarter of 2023 ●Independent directors did not raise any opinion on such matter |
| 2023/11/03 |
●Report of the results of internal audit from August to October, 2023 to the independent directors by internal auditors, including audit items for stated period and the follow-up of corrective actions for the annual audit items: (1) Purchase and payment cycle - Type: Product (2) Audit on subsidiaries (Appleuser and Aval Technologies) (3) Financial derivatives audit from January to July to September 2023 (4) Loans to others and endorsements and guarantees for the second quarter of 2023 ●Independent directors did not raise any opinion on such matter |
| 2023/11/03 |
|
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 | 6 | - | 100% | |
| Member | Wen-Tsan Wu | 6 | - | 100% | |
| Member | Fu-Hai Yeh | 6 | - | 100% | |
| Member | Min-Ching Cheng | 6 | - | 100% | |
| Member | Ai-Chun Pang | 6 | - | 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 |
|---|---|---|---|---|
| 2023.02.17 | The 5th meeting of the 5th Remuneration Committee |
|
Passed as proposed unanimously by all members present at the meeting. | Passed by the board of directors’ meeting |
| 2023.04.28 | The 6th meeting of the 5th Remuneration Committee | Appointment of the Head of the General Management Department of the Company | Passed as proposed unanimously by all members present at the meeting. | Passed by the board of directors’ meeting |
| 2023.05.30 | The 7th meeting of the 5th Remuneration Committee | Approval of the Chairman’s salary | Passed as proposed unanimously by all members present at the meeting. | Passed by the board of directors’ meeting |
| 2023.08.04 | The 8th meeting of the 5th Remuneration Committee |
|
Passed as proposed unanimously by all members present at the meeting. | Passed by the board of directors’ meeting |
| 2023.08.11 | The 9th meeting of the 5th Remuneration Committee | Approval of the Chairman’s salary. | Passed as proposed unanimously by all members present at the meeting. | Passed by the board of directors’ meeting |