Audit Committee
Four independent directors were elected in the annual general shareholders' meeting of the Company, and the Audit Committee is composed of all independent directors. The Audit Committee shall meet at least quarterly, all proposals set forth in Article 14-5 of the Securities and Exchange Act that require the approval of the Audit Committee are submitted to the Audit Committee for discussion. The Company's auditing unit also regularly reports the audit status to the Audit Committee so as to facilitate the Audit Committee's understanding of the internal control operations of the Company.
Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.
Term of current Committee: July 22, 2021, to July 21, 2024.
Operation of the Audit Committee
Operation of the Audit Committee in 2023, the matters set forth in Article 14-5 of the Securities and Exchange Act :
Audit Committee |
Proposal content and follow-up processing |
Resolution items that have not been passed by the Audit Committee but have instead been consented to by two thirds or more of all the directors |
The 10th meeting of the 1st term 11/07/2023 |
1.Consolidated financial report for the third quarter of 2023.
2.Submission of the Company’s annual audit work plan for 2024.
3.Assessment of the independence and competence of certified public accountants for the 2023 financial report. |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
| The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal. |
The 9th meeting of the 1st term 08/08/2023 |
1. Consolidated financial report for the second quarter of 2023. |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
| The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal. |
The 8th meeting of the 1st term 05/04/2023 |
1.Consolidated financial report for the first quarter of 2023.
2. Proposal to draft the Company's "General Principles of Pre-Approved Non-Assurance Service Policy and professional fees of CPAs."
3. Revision of the Company's "Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprise." |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal.
|
The 7th meeting of the 1st term 02/23/2023 |
1. The effectiveness of and the statement on the "Internal Control System" for 2022.
2. Revision of the Company's Approval Authorization Table.
3. Approval of the 2022 business report and financial statements.
4. The Company's earnings distribution plan for 2022.
5. Revision of the Company's "Procedures for Acquisition or Disposal of Assets." |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal.
|
Operation of the Audit Committee in 2022, the matters set forth in Article 14-5 of the Securities and Exchange Act :
Audit Committee |
Proposal content and follow-up processing |
Resolution items that have not been passed by the Audit Committee but have instead been consented to by two thirds or more of all the directors |
The 6th meeting of the 1st term 11/01/2022
|
1. Consolidated financial report for the third quarter of 2022.
2. Submission of the Company's annual audit work plan for 2023.
3. Revision of the Company's procedural guidelines for internal control management:
a. "Procedures for Handling Material Inside Information"
b. "Supervision and management of subsidiaries."
4. Assessment of the independence and competence of certified public accountants for the 2022 financial report. |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
| The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal. |
The5th meeting of the 1st term 08/02/2022 |
1. Consolidated financial report for the second quarter of 2022. |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
| The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal. |
The 4th meeting of the 1st term 05/03/2022 |
1. Consolidated financial report for the first quarter of 2022. |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal.
|
The 3rd meeting of the 1st term 03/07/2022 |
1. The effectiveness of and the statement on the "Internal Control System" for 2021.
2. Approval of the 2021 business report and financial statements.
3. Capitalization of retained earnings and issuance of new shares for 2021.
4. The Company's earnings distribution plan for 2021.
5. Revision of the Company's "Procedures for Acquisition or Disposal of Assets." |
None |
| Objections, reservations or major suggestion of Independent Director : None. |
| Resolution of the Audit Committee : all members of the Audit Committee agreed to pass the proposal. |
The Company's handling of the Audit Committee's resolution : all directors in attendance agreed to pass the proposal.
|
Remuneration Committee
The Company has established the Remuneration Committee in December, 2011, which is composed of three independent directors. It's to strengthen corporate governance and the functions of the Board of Directors. Establish and periodically assess and determine the remuneration and compensation of directors and managerial officers. It's combines the payment of compensation and remuneration with the operating performance of individuals and the Company, so as to attain the reasonableness of compensation and remuneration distribution as well as to attract and retain outstanding talent. Also submit any proposals to Board of Directors meeting for discussions.
Term of current Committee: August 10, 2021, to July 21, 2024.
| Title |
Name |
| Convener |
Jim Wu (Independent director) |
| Member |
Ming-Fang Liang (Independent director) |
| Member |
Cheng-Chung Hsieh (Independent director) |
Resolution of the Remuneration Committee in 2023
| Remuneration Committee |
Content |
Resolution |
Handling of the opinions of the Remuneration Committee |
The 5th meeting of the 5th term 11/07/2023 |
Determination of the 2024 directors and managers compensation and remuneration |
The chairman and independent director, Jim Wu, appointed the independent director, Ming-Fang Liang, as acting chairman explaining his own stakeholder relations in accordance with the law as well as recusing himself from participating in the discussion and voting. The proposal was passed accordingly without objection after the acting chairman had consulted with all the attending committee members; The independent director, Ms. Liang, and the independent director, Mr. Hsieh, respectively explained their own stakeholder relations in accordance with the law and recused themselves from participating in the discussion and voting. The proposal was passed accordingly without objection after the chairman had consulted with the remaining committee members in attendance. |
None |
The 4th meeting of the 5th term 05/04/2023 |
Regularly review the compensation and remuneration of directors and managers |
The proposal was passed accordingly without objection after the chairman had consulted with all the attending committee members. |
None |
Resolution of the Remuneration Committee in 2022
| Remuneration Committee |
Content |
Resolution |
Handling of the opinions of the Remuneration Committee |
| The 3rd meeting of the 5th term 11/01/2022 |
Determination of the 2023 directors and managers compensation and remuneration |
The chairman and independent director, Jim Wu, appointed the independent director, Ming-Fang Liang, as acting chairman explaining his own stakeholder relations in accordance with the law as well as recusing himself from participating in the discussion and voting. The proposal was passed accordingly without objection after the acting chairman had consulted with all the attending committee members; The independent director, Ms. Liang, and the independent director, Mr. Hsieh, respectively explained their own stakeholder relations in accordance with the law and recused themselves from participating in the discussion and voting. The proposal was passed accordingly without objection after the chairman had consulted with the remaining committee members in attendance. |
None |
The 2nd meeting of the 5th term 05/03/2022 |
Regularly review the compensation and remuneration of directors and managers |
The proposal was passed accordingly without objection after the chairman had consulted with all the attending committee members. |
None |
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