Corporate Governance

Board Committees

Issue Date:2017/12/19
Directors Audit Committee Corporate Strategy Committee Compensation Committee
Shui-Yi Kuo
Lo-Yu Yen * V/C V V
JenRan Chen * V V V/C
Yu-Fen Lin* V   V
Chung-Chin Lu* V V  
Yi-Chin Tu* V V  
Yu-Lin Huang   V  
Shin-Yi Chang   V  
Shih-Hung Tseng   V  
*Independent Director
 V = Committee Member
 V/C = Committee Chairman

For more detailed information on our Board Committees, please see the following:

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.

Corporate Strategy Committee

Our corporate strategy committee is composed of five to nine directors and is responsible for reviewing and advising on the budgets, capital requirements, financial forecasts, matters related to investments, business license matters, corporate reorganization, development plans and other major issues affecting our development. The conclusions of the corporate strategy committee are considered at a subsequent board of directors meeting.

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.