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Investor

Corporate Governance

Functional Committee
The Member Of Functional Committee
Name Audit committee Remuneration committee

Li-jen Kuo
(Independent Director)

V(Chairperson)

V(Chairperson)

Tzu-ming Wang
(Independent Director)

V

V

Tien-Chang Huang
(Independent Director)

V

V

Introduction to the Operations of Functional Committees

Audit Committee
The Audit Committee is composed of all independent directors, with a minimum of three members. One member serves as the Chairperson, and at least one member must have expertise in accounting or finance.

The primary purpose of the Committee’s operations is to oversee the following matters:

  1. Proper presentation of the company’s financial statements.
  2. Selection (or dismissal) of the external auditor, and the auditor's independence and performance.
  3. Effective implementation of internal controls within the company.
  4. Compliance with relevant laws and regulations.
  5. Management of the company’s existing or potential risks.

 

The primary powers and responsibilities of the Committee are as follows:

  1. Establishing or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluating the effectiveness of the internal control system.
  3. Establishing or amending procedures for handling major financial transactions, such as acquiring or disposing of assets, engaging in derivative transactions, lending funds, or providing endorsements and guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
  4. Matters involving directors' personal interests.
  5. Major asset or derivative transactions.
  6. Major lending, endorsements, or guarantees.
  7. Issuance, private placement, or fundraising of equity securities.
  8. Appointment, dismissal, or remuneration of the external auditor.
  9. Appointment and dismissal of the head of the financial, accounting, or internal audit departments.
  10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the Chairman, managerial officer, and accounting officer.
  11. Other major matters required by the company or regulatory authorities.

 

The Committee meets at least once per quarter and may convene additional meetings as needed. For details on the meetings and attendance rates of each committee member, please refer to the company’s annual report.


Remuneration Committee

The Remuneration Committee shall include independent directors of the company, with the remaining members appointed by the Board of Directors. The total number of members shall not be fewer than three, and one independent director shall be appointed as the Chairperson.

The Committee shall diligently perform its duties in good faith and submit its recommendations to the Board of Directors for discussion. The main duties of the Committee are as follows:

  1. Establishing and regularly reviewing the policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managers.
  2. Regularly evaluating and determining the remuneration of directors and managers.

 

The Committee shall meet at least twice a year. For details regarding the Committee's meetings and the attendance rates of its members, please refer to the company's annual report.

 

Key Operational Highlights of the Audit Committee & Remuneration Committee
Communication between Independent Directors, Internal Audit Officer, and External Auditor

1.Communication between Independent Directors, Internal Audit Officer, and External Auditor

  • The company’s independent directors hold at least one regular meeting per quarter with the external auditor. During these meetings, the auditor reports on the review or audit results of the quarterly financial statements, and discusses other communication matters required by relevant laws and regulations. The auditor also communicates whether there are any adjustments to the financial statements or if any changes in regulations affect the accounting treatment.
  • The internal audit officer holds at least one regular meeting per quarter with the independent directors, during which the audit activities, audit results, and follow-up actions are explained.
  • The internal audit officer and external auditor may contact the independent directors directly as needed, ensuring effective communication.

2.Summary of Communications between Independent Directors and Internal Audit Officer
The communication between the independent directors and the internal audit officer has been effective. A summary of the key communication matters for the fiscal year 2023 is as follows:

Date Matters communicated at the meetings

2023/02/23

Internal Audit Report for the Fourth Quarter of 2022
Internal Control System Statement for the Year 2022

2023/05/05

Internal Audit Report for the First Quarter of 2023

2023/08/03

Internal Audit Report for the Second Quarter of 2023

2023/11/09

Internal Audit Report for the third Quarter of 2023
Internal Audit Plan for the Year 2024