Corporate Governance
Functional Committee
The board is divided into the Audit Committee and the Compensation and Remuneration Committee according to its duties and functions. Each functional department promotes the corporate integrity management philosophy through mutual supervision within the organization. The Audit Department conducts daily internal audits and reports the audit results to the board.
The current term of the committees is from June 13, 2024, to June 12, 2027.
Audit Committee Members
The Audit Committee is composed of all independent directors, with no fewer than three members. One member serves as the convener, and at least one member must have expertise in accounting or finance. The term of the independent directors on this committee is three years, with the possibility of re-election.
Experience
B.S. in Materials Engineering, National Tsing Hua University, Taiwan
M.S. in Materials Engineering, National Chiao Tung University, Taiwan
MBA, National Chengchi University, Taiwan
Chairman of All-Time Technology Co., Ltd.
Executive Chairman of Star Technology Co., Ltd.
Executive Chairman of Shang Shan Hou Sheng Co., Ltd.
Other Poisition
Chief Strategy Officer, General Manager, and Director of Tuce Technology Co., Ltd.
Experience
MBA, National Taiwan University, Taiwan
Deputy and investment officer, Te-Hung Investment
Deputy General Manager of Te Hung Investment
Project manager, Department of Investment, O-Bank Group
Vice President, Department of Asset Management, Capital Securities
Other Poisition
President of Yuan-Chuang Industrial Investment Consulting Co.
Experience
M.S. in Telex and Video Management, Michigan State University, USA
Special Assistant to the Vice President's Office
Associate Manager of Wei Yang International Co., Ltd.
Technical Promotion Manager at the Microsystems Center
Director of Yan Guang Wireless IoT Co., Ltd.
Other Poisition
Taiwan-Japan Fund Manager
Director of Sheng Fu Industrial Co., Ltd.
Experience
Ph.D. in Finance and Financial Management, National Taiwan University
Full-time (Part-time) Assistant Professor, Ming Chuan University
Other Poisition
Chairman of Zheng's Rituals and Memorial Services
Independent Director of Ji Cheng Enterprises Co., Ltd.
Supervisor of TrendForce Technology Co., Ltd.
Audit Committee
The company established the Audit Committee in September 2015. The Audit Committee is responsible for carrying out the following duties and submitting its recommendations to the board for discussion:
- Establishing or amending the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Establishing or amending the handling procedures for major financial transactions, such as the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interests of the directors.
- Major asset or derivative transactions.
- Major fund lending, endorsements, or provision of guarantees.
- Capital raising, issuance, or private placement of equity securities.
- The appointment, dismissal, or remuneration of the certified public accountant.
- The appointment or dismissal of the financial, accounting, or internal audit officers.
- Annual financial report and semi-annual financial report.
- Other important matters as specified by the company or regulatory authorities.
The Operation Status of the Audit Committee
From January 1, 2024 to December 31, 2024
| Title | Name | Required attendances(A) | Attendance in person(B) | By Proxy | Attendance rate(B/A) |
|---|---|---|---|---|---|
| Convener | Wang, Cheng-Tang | 5 | 5 | 0 | 100 |
| Member | Ho, Jung-Shu | 5 | 5 | 0 | 100 |
| Member | Wu, Pei-Fen | 5 | 5 | 0 | 100 |
| Member | Cheng, Chang-Chun | 3 | 3 | 0 | 100 |
Compensation and Remuneration Committee member
Experience
B.S. in Materials Engineering, National Tsing Hua University, Taiwan
M.S. in Materials Engineering, National Chiao Tung University, Taiwan
MBA, National Chengchi University, Taiwan
Chairman of All-Time Technology Co., Ltd.
Executive Chairman of Star Technology Co., Ltd.
Executive Chairman of Shang Shan Hou Sheng Co., Ltd.
Other Poisition
Chief Strategy Officer, General Manager, and Director of Tuce Technology Co., Ltd.
Experience
MBA, National Taiwan University, Taiwan
Deputy and investment officer, Te-Hung Investment
Deputy General Manager of Te Hung Investment
Project manager, Department of Investment, O-Bank Group
Vice President, Department of Asset Management, Capital Securities
Other Poisition
President of Yuan-Chuang Industrial Investment Consulting Co.
Experience
M.S. in Telex and Video Management, Michigan State University, USA
Special Assistant to the Vice President's Office
Associate Manager of Wei Yang International Co., Ltd.
Technical Promotion Manager at the Microsystems Center
Director of Yan Guang Wireless IoT Co., Ltd.
Other Poisition
Taiwan-Japan Fund Manager
Director of Sheng Fu Industrial Co., Ltd.
Compensation and Remuneration Committee
The company established the Compensation Committee in June 2015. The Compensation Committee shall diligently perform its duties with the care of a good manager and faithfully carry out the responsibilities related to compensation. The committee will submit its recommendations to the board for discussion. The duties of the committee include:
1.Regularly review these regulations and propose amendments.
2.Establish and regularly review the policies, systems, standards, and structure for the annual and long-term performance goals and compensation of directors and executives.
3.Regularly evaluate the performance goal achievement of the company's directors and executives, and determine the content and amount of their individual compensation.
The Operation Status of Compensation and Remuneration Committee
From January 1, 2024 to December 31, 2024
| Title | Name | Required attendances(A) | Attendance in person(B) | By proxy | Attendance rate(B/A) |
|---|---|---|---|---|---|
| Convener | Wang, Cheng-Tang | 3 | 3 | 0 | 100 |
| Member | Ho, Jung-Shu | 3 | 3 | 0 | 100 |
| Member | Wu, Pei-Fen | 3 | 3 | 0 | 100 |