Committees

 

Audit Committee

The Audit Commitee consist of all independent Directors. The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices, as well as risk management of the Company. 

 

1. The Main Duties of Audit Committee : 

(1)Establishment or modificaion of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. 

(2)Accessment of the effectiveness of the internal control systems.

(3)Establishes or amends the procedures for handling significant financial transactions, such as the acquisition or disposal of assets, entering into derivative transactions, lending funds to others, and endorsing or providing guarantees for others, in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.

(4)Related-party transactions of interests involving Directors.

(5)Material asset or derivatives transactions. 

(6)Material lending funds, endorsements or guarantees.

(7)Offering or issuance of any equity-tyoe securities.

(8)Hiring or dismissal of an attesting CPA, or the compensation given thereto.

(9)Appointment or discharge of financial, accounting, or internal auditing officers.

(10)Annual financial report signed or sealed by the chairman of the board, the managing director and the head of accounting. 

(11)Any other matters required to be reviewed by the Company or regulatory authorities.

 

2. Status:

(1)The company established Audit Committee on Sept. 25th, 2018. The membership of Audit Committee consist of three directors.

(2)Tenures of the Audit Committee members are from Jun,13,2022 to Jun,12, 2025. The Audit Committee have convened 10 meetings untill Nov,6,2024. The attendance status is shown in the following table

Title Name

Attendance in Person,

Number(B)

Attendance by Proxy,

Number

Required Attendance,
Number(A)
Attendance Rate in Person(%)
(B/A)
Note
Independent Director JACY CHEN 10 0 10 100.00 Chair
Independent Director Jason HSU 10 0 10 100.00  
Independent Director JIANG,JAENE-LONG 10 0 10 100.00  

Compensation Committee

1. The Main Duties of Compensation Committee:

(1) Establish and review the Company's policies, mechanisms, criteria, and structure for performance evaluation and compensation of directors and executives.

(2)Regularly evaluates and determines the compensation of directors and executives. 

 

2. Operation Status:

(1)The Company established Compensation Committee on Aug.,7th 2018. The membership of Compensation Committee consist of three directors. 

(2)Tenures of the Compensation Committee members are from Jun.13,2022 to Jun,12,2025. The Compensation Committee have convened 8 meetins until Nov.6, 2024. The attendance status is shown in the following table.

Title Name PRofessional Qualifications Attendance in Person, Number(B) Attendance By Proxy, Number Required Attendance,Number(A) Attendance Rate in Person(%)
(B/A)
Note
Independent Director JACY CHEN

■ 1

□ 2

■ 3

8 0 8 100.00 Chair
Independent Director Jason HSU

□ 1

□ 2

■ 3

7 0 8 87.50  
Independent Director JIANG,JAENE-LONG

□ 1

□ 2

■ 3

8 0 8 100.00  

 Professional Qualifications:

1.An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college , college, or university.

2.A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed an national examination and been awarded a certificate in a profession necessary for the business of the company. 

3.Have word experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company. 

 

Sustainability Committee

The Sustainability Committee was established by the Board of Directors in March 2024. Pursuant to the "Articles of Assocuation of the Sustainability Committee", the Sustainability Committee is the core organisation to promote ESG sustainable governance, with the chairman of the Board of Directors acting as the convenor and chariman of themeetings, and the relevant department heads and officers designated by the chairman of the Board of Directors acting as members. The four executive teams set up under the Committee, with the Management Department as the management centre, work together to promote ESG issues and strengthen the Company's sustainable development. In December 2017, the Company issued the "Practices on Sustainable Development", which serves as the principle and direction for the implementation of sustainable operations, and is incorporated into the operating policy to integrate the concept of sustainability operations with the core business, and to promote the Group and the "Sustainability Committee" to report the annual targets and the results of implementation to the Board of Director annually. 
 
The Sustainability Committee held two meetings in 2024, one in April and one is July. To strengthen its function in promoting sustainable development, the Chairman of the Board of Directors acts as convener to discuss progress against the targets and sustainable development issues. 

 

1. Terms of reference and annual focus Sustainability Committee:

(1)Shape sustainable development policy. 

(2)Plans, implements, and reviews activities related to sustainable development, social responsibility, and ethical management, and reports regularly to the Board.

(3)Review of sustainbility policy objectives, strategies and action plans and monitoring of progress against each plan. 

(4)Discuss issues of concern to stakeholders, including shareholders, customers, suppliers, employees, government, non-profit organisations, the community and the media, and oversee the communications plans. 

(5)The Sustainability Report Review covers the effectiveness of three main areas of environmental, social and governance(ESG).

 

2. Operation Status:

(1)The Company established Sustainability Committee on Mar.,5th 2024. The membership of Sustainability Committee consist of three directors.

(2)Tenures of the Sustainability Committee members are from Mar.5th,2024 to Jun,12th,2025. The Sustainability Committee have convened 3 meetings until Nov.6, 2024. The attendance status is shown in the following table: 

Title Name Attendance in Person, Number(B) Attendance by Proxy Required Attendance, Number(A) Attendance Rate in Person(%)
(B/A)
Note
Chairman John Lin 3 0 3 100.00 Chair
Director William Liaw 3 0 3 100.00  
CFO Angel Pan 3 0 3 100.00  

3.Organization of Sustainability Committee

 


 

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