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- Directors
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Functional Committee
- Interanl Audit
- Corporate Governance Officer
- Major Internal Policies
Functional Committee
The Company provides professional advice to assist boards of directors to better perform their oversight and governance functions and ensure that company operate to high standards to promote sustainability and success.
Audit Committee
The Company appointed 4 independent directors as members of the 5th Audit Committee on June 16, 2023
Functions of Audit Committee
1. Formulate or revise the internal control system in accordance with the
provisions in Article 14-1 of the Securities and Exchange Act.
2.Assess the effectiveness of the internal control system.
3.Formulate or revise the handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions in accordance with the provisions in Article 36-1 of the Securities and Exchange Act.
4.Matters involving the personal interest of directors.
5.Transactions on material assets or derivative commodities.
6.Material monetary loan, endorsement, or provision of guarantee.
7.The offer, issuance or private placement of securities of equity nature.
8.The appointment, discharge or remuneration of certified public accountants.
9.The appointment and discharge of the head of finance, accounting, or internal audit.
10. The Quarterly financial reports.
11. Other matters stipulated by the competent authority as the functions and powers of this Committee
The Implementation Status of Audi Committee
The Implementation Status of Audi Committee on 2023
Session of the Auditing Committee
Proposal
Securities and Exchange Act Article 14-5 matters
Resolutions not approved by the Audit Committee but approved by 2/3 of all directors
The 3th Meeting of the 5th Term
112-11-07
The Company's 2023Q3 consolidated financial statements
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Audit Committee resolution: Approved (as proposed) by all Audit Committee members.
The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors.。
The 2th Meeting of the 5th Term
112/08/09
The Company's 2023Q2 consolidated financial statements
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Audit Committee resolution: Approved (as proposed) by all Audit Committee members
The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors.
The 15th Meeting of the 4th Term
112-05-04
The Company's 2023Q1 consolidated financial statements.
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Audit Committee resolution: Approved (as proposed) by all Audit Committee members.
The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors.
The 14th Meeting of the 4th Term 112-02-23
. The Company's 2022 parent company only financial statements and consolidated financial statements
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Internal control system statement from January 1, 2022 to December 31, 2022
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3. The appointment of certified public accountants
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Audit Committee resolution: Approved (as proposed) by all Audit Committee members.
The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors.
Communications between independent directors, the Company’s Internal Auditor and CPAs
1. Independent directors and internal auditor: The Company reports to independent directors on the results of audit execution at each Audit Committee meeting, and communicates directly with independent directors; after the internal audit department submits the monthly report, independent directors make a call or send an email for discussion if they have any questions.
2. Independent directors and certified public accountants: CPAs attend the board meeting at least once a year, and communicate and interact with independent directors on review of financial reports, review status, or issues related to finance, taxation or internal control. During the non-meeting period, discussions are conducted via phone or email.
The major communication between independent directors and the internal auditor in 2023 is summarized as follows
Date
Main points of communication
112-11-07
1. Audit Business Execution Report for the third quarter of 2023
2. Audit Plan of 2024
112-08-09
Audit Business Execution Report for the second quarter of 2023
112-05-04
Audit Business Execution Report for the first quarter of 2023
112-02-23
1. Audit Business Execution Report for the fourth quarter of 2022
2. 2022 Statement of Internal Control
Summary of communication between independent directors and CPAs
Date
Main points of communication
112-05-04
Financial review of Q1 2023, non-assurance services Quality Management Guidelines, Securities Regulatory Act Updates
Compensation and Remuneration Committee
The Company appointed 4 independent directors as members of the 5th Compensation and Remuneration Committee on June 16, 2023.
The main functions and powers of the Committee a
1Regularly review the organizational rules of the
Compensation and Remuneration Committee and propose amendments
2.Formulating and regularly reviewing performance evaluation of directors, Audit Committee members, and managers, as well as the policies, systems, standards and structures of compensation and remuneration.
3.Regularly evaluating and determining the compensation and remuneration of directors, Audit Committee members and managers.
The Implemention Satus of Compensation and Remuneration Committee
Session of the Auditing Committee
Proposal
Resolutions
Handling status to remmunerations committee's opinion by the board of Directors
3 th session of 5th term of the Board
112-11-07
The fixed salary adjustment rate for managers as well as the ratio of variable compensation paid to managers to that of the whole company for the year 2024.
Passed by all committees
Except for the chairman Hu, Chun-yang and the director Lin, Hung-yao who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal.
2 th session of 5th term of the Board
112-08-09
Quota granted to managers when restricted shares are issued.
Passed by all committees
Except for the chairman Hu, Chun-yang and the director Lin, Hung-yao who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal
7th session of 4th term of the Board
112-02-23
he amount of employee compensation paid to managers in 2023
Passed by all committees
Except for the chairman Hu, Chun-yang and the director Lin, Hung-yao who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal
6th session of 4th term of the Board
111-11-02
The fixed salary adjustment rate for managers as well as the ratio of variable compensation paid to managers to that of the whole company for the year 2023.
Passed by all committees
Except for the chairman Hu, Chun-yang and the director Lin, Hung-yao who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal.
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