Corporate Governance

Board Committees

Issue Date:2024/01/29
Directors Audit Committee Sustainable Development &
Strategy Committee
Compensation Committee Risk Management
Shui-Yi Kuo
Chau-Young Lin
  V    V
Yu-Fen Lin* V V  V
Chung-Chin Lu* V V
Yi-Chin Tu* V V
Su-Ming Lin* V  V  V
Chia-Chung Chen* V V  V  ★
Shin-Yi Chang   V    V
Shih-Hung Tseng   V    
*Independent Director
 ★ = Committee Chairman
 V = Committee Member

Audit Committee

Our audit committee is composed of the entire number of independent directors. The main function of the Audit Committee is to approve or deal the following matters: (i) Adoption or amendment of an internal control system; (ii) Assessment of the effectiveness of the internal control system; (iii) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others; (iv) A matter bearing on the personal interest of a director; (v) A material asset or derivatives transaction; (vi) A material monetary loan, endorsement, or provision of guarantee; (vii) The offering, issuance, or private placement of any equity-type securities; (viii) The hiring or dismissal of a CPA, or the compensation given thereto; (ix) The appointment or discharge of a financial, accounting, or internal auditing supervisor; (x) Annual and semi-annual financial reports;(xi) The matters regulated by the Business Mergers and Acquisitions Act; (xii) The first and third quarter financial reports; (xiii) Approving the CPA firm’s annual audit and non-audit services; (xiv) Communicating with the CPA; (xv) Negotiating the conflicts over our financial reports between the management and the CPA; (xvi) Discussing and reporting other financial information and required disclosure under the Securities Exchange Act of USA with the management and the CPA; and (xvii) Any other material matter so required by the company or the Competent Authority.

Sustainable Development and Strategy Committee

The Strategy Committee was constituted following the resolution passed during the 10th meeting of the 3rd Board of Directors on October 21, 2003. Subsequently, on August 9, 2023, during the 7th meeting of the 10th Board of Directors, “Strategy Committee” was renamed the “Sustainable Development and Strategy Committee”.

The purpose of this Committee is to enhance the effectiveness of our company's Board of Directors by convening meetings on important issues related to company development, and report to the board of directors for decision when necessary. Key issues including, but not limited to: formulation of sustainable development policies and management guidelines, medium and long-term development goals and strategies, significant investments and mergers and acquisitions, major organizational restructuring, acquisition or relinquishment of business licenses, preparation and revision of annual operational plans and budgets, and changes in capital.

Compensation Committee

The board of directors passed a resolution on November 8, 2005 to set up a compensation committee, which is composed of five directors. The Article 14-6 of R.O.C. Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the Competent Authority (i.e. Financial Supervisory Commission) to enact a regulation on the authorities of the compensation committee and the qualifications of its members. Our board of directors passed a resolution to amend the organization of our compensation committee on August 26, 2011. The compensation committee is composed of two independent directors and one director and is responsible for drafting, approving and periodically reviewing the policy, system, standard and structure of performance valuation and of compensation for the directors, supervisors and the management.

Risk Management Committee

On August 9, 2023, during the 7th meeting of the 10th Board of Directors, our company approved the establishment of the "Risk Management Committee" to enhance the functions of the board and the risk management mechanism. This committee is composed of three to seven directors. The majority of the Committee members shall be composed of independent directors. The responsibilities of the Committee are as follows:
I. Reviewing risk management policies, procedures, framework, and periodically reviewing their applicability and operating performance;
II.Approving risk appetite (risk tolerance) and guiding the resource allocation;
III.Ensuring that the risk management mechanism adequately address the risks faced by the Company and integrate into routine operational procedures;
IV.Approving the prioritization and risk levels for risk control and management;
V.Reviewing the implementation of risk management and proposing necessary recommendations for improvements, and reporting to the board of directors regularly (at least once a year);
VI.Executing the risk management decisions made by the board of directors.