The Audit Committee assists the board in the performance of its oversight duties and in the tasks entrusted to it in compliance with the Companies and Corporations Act, the Securities Exchange Act and other pertinent laws and regulations. The committee comprises all four independent directors of the company.
The Audit Committee serves from May 24, 2023, to May 23, 2026.
The Audit Committee holds meetings at least once a quarter, and once so far have held 4 meetings in 2023. The agendas and attendance records for each committee member are listed below:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Convener |
Yann-Ching Tsai |
4 |
0 |
100% |
Independent Director |
Member |
Ying-Tung Lau |
3 |
1 |
100% |
Independent Director |
Member |
Chung-Wen Tong |
4 |
0 |
100% |
Independent Director |
Member |
Kun-Chih Chen |
1 |
0 |
100% |
Independent Director (Note) |
Note: Member, Kun-Chih Chen has assumed office since 2023/5/24.
The duties of the Committee shall be primarily for the purpose of overseeing the following matters
1.The fair presentation of the Company's financial statements.
2.The selection and dismissal of the certified public accountants and their independence and performance.
3.The effective implementation of the Company's internal control.
4.The Company's compliance with relevant laws and regulations.
5.The control of the Company's existing or potential risks.
1.Establish or amend the internal control system.
2.Evaluate the effectiveness of the internal control system.
3.Establish or amend procedures for handling significant financial or business actions, such as acquisition or disposal of assets, derivative transactions, lending of funds to others, or endorsement or provision of guarantees for others.
4.Matters in which a director has a personal interest.
5.Significant asset or derivative transactions.
6.Significant loan of funds, endorsement or provision of guarantees.
7.Solicitation, issuance or private placement of equity securities.
8.Appointment, termination, or compensation of certified public accountants.
9.The appointment or removal of the head of finance, accounting or internal audit.
10.The annual financial report signed or sealed by the chairman of the board of directors, the manager, and the head of accounting, and the semi-annual financial report that must be certified by a certified public accountant.
11.Any other matters as may be determined by the Company from time to time or as may be required by any competent authority over the Company.
The Remuneration Committee aims to assist the board of directors in the implementation and evaluation of the company's overall compensation and welfare policies, as well as the remuneration of directors and managers. The remuneration committee of the company is composed of two independent directors and a professional in the field.
The Remuneration Committee serves from May 24, 2023, to May 23, 2026.
The remuneration Committee holds meetings at least twice a year, and once so far in have held 1 meeting in 2023. The meeting of the committee and the attendance rate of each member are as follows:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Convener |
Ying-Tung Lau |
1 |
0 |
100% |
Independent Director |
Member |
Chung-Wen Tong |
1 |
0 |
100% |
Independent Director |
Member |
Shu-Hua Chen |
1 |
0 |
100% |
|
The Committee shall perform the following duties and present its recommendations to the board of directors for discussion:
1.Periodically reviewing this Charter and making recommendations for amendments.
2.Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers of this Corporation, and disclose the contents of the performance assessment standards in the annual report.
3.Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of this Corporation have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards. The annual report shall disclose the results of the individual performance assessments of the directors, supervisors and managerial officers and the connection between and reasonableness of the contents and amounts of their individual compensation and performance assessment results, and making a report at a shareholders' meeting.
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