Governance

Governance

The company is committed to establishing a sound governance structure, enhancing shareholder value, and promoting sustainable corporate development.

Audit Committee

The Company established the Audit Committee following the 2017 Annual General Shareholders' Meeting to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the Company's accounting, auditing, financial reporting processes, and internal financial controls.

The Audit Committee reviews matters including financial statements, auditing and accounting policies and procedures, internal control systems, material asset or derivative transactions, significant loans, endorsements or guarantees, fundraising or issuance of securities, legal compliance, related-party transactions involving directors and managerial officers and potential conflicts of interest, employee complaint reports, fraud investigation reports, the Company's risk management, the appointment, dismissal, or compensation of the certified public accountant, as well as the appointment and dismissal of the heads of finance, accounting, and internal audit.

In accordance with the Company's Audit Committee Charter, the Audit Committee shall be composed entirely of independent directors. To fulfill its responsibilities, the Committee is authorized to conduct any appropriate reviews and investigations in accordance with its Charter and has direct communication channels with the Company's internal auditors, independent auditors, and department heads.

The Audit Committee shall convene at least once every quarter and may hold additional meetings whenever necessary. Information regarding committee meetings and each member's attendance record is available in the Company's Annual Report and on the Market Observation Post System (MOPS).

For further information, please refer to "Professional Qualifications and Experience, the Focus of Work and Operation of the Audit Committee"

Remuneration Committee

The Remuneration Committee assists the Board of Directors in establishing and periodically reviewing the Company's policies, systems, standards, and structure for compensation, as well as evaluating the performance and remuneration of directors, supervisors, and managerial officers.

According to the Company's Remuneration Committee Charter, the Committee consists of three members appointed by the Board of Directors. At least one member shall be an independent director, and all members shall elect an independent director to serve as the Committee Chairperson. The term of office of the Committee members shall coincide with that of the Board of Directors.

The Committee may, upon resolution, engage attorneys, certified public accountants, or other professional advisors to conduct necessary reviews or provide consultation on matters relating to the exercise of its duties. All related expenses shall be borne by the Company.

The Remuneration Committee shall meet at least twice each year and may convene additional meetings whenever necessary. Information regarding committee meetings and each member's attendance record is available in the Company's Annual Report and on the Market Observation Post System (MOPS).

For further information, please refer to "Remuneration Committee Operations."

Sustainability Committee

To enhance the Company's overall implementation of sustainable business practices, the Sustainability Committee assists the Board of Directors in developing sustainability strategies and providing recommendations on the Board's governance and management, with the aim of strengthening the Board's functions and promoting the implementation of environmental, social, and corporate governance (ESG) initiatives.

In accordance with the Company's Sustainability Committee Charter, the Committee was established pursuant to a resolution of the Board of Directors on November 9, 2022. The Committee consists of no fewer than three members, with independent directors accounting for more than half of the members. The Chairperson of the Board serves as the Committee Convener and Chairperson. The term of office of the Committee members shall coincide with that of the Board of Directors.

The Chief Executive Officer is responsible for overseeing the implementation of the Committee's resolutions.

The Committee may, upon resolution, engage attorneys, certified public accountants, or other external professionals to conduct necessary reviews or provide consultation on matters relating to the exercise of its duties. Any related expenses shall be borne by the Company.

The Sustainability Committee shall meet at least once each year and may convene additional meetings whenever necessary. Information regarding committee meetings and each member's attendance record is available in the Company's Annual Report and on the Market Observation Post System (MOPS).

For further information, please refer to "Sustainability Committee Operations."

Member Information of committees

Name Remuneration Committee
(6th Term)
Audit Committee
(4th Term)
Sustainability Committee
(3rd Term)
Chang Tsuen-Hsien(Chairman) V (Chairperson)
Guu, Yuan-Kuang
(Independent Director)
V V (Chairperson) V
Chu, Hau-Min
(Independent Director)
V (Chairperson) V
Liu, Hui-Wen
(Independent Director)
V V
Chang, Chi-Nan
(Independent Director)
V V
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