Index > Corporate Governance > Committees
Committees

Audit Committee
The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities in relation to accounting, auditing and financial reporting processes, and the quality and integrity of financial controls. Matters reviewed by the Audit Committee include: Financial Statements, audit, accounting policies and procedures, material assets or derivatives transactions, provision of lending, endorsement or guarantee in a significant amount, public offering or issue of securities, compliance, whether related-party transactions or possible conflicts of interest involving the Managers or Directors, reporting of employee complaints, fraud investigation report, corporate risk management, appointment or discharge of a certified public accountant or the compensation given thereto, and appointment or discharge of a financial, accounting, or internal audit officers.
 
According to the laws of the ROC, the members of the Audit Committee should be comprised entirely of independent directors. The Audit Committee of the Company complies with laws and regulations.
 
For fulfilling its responsibilities, the Audit Committee has the right to make any appropriate audit and investigation according to its Articles of Association, and has direct contacts with internal auditors, Certified Public Accountants and all employees of the Company. The Audit Committee also has the right to hire and supervise lawyers, accountants or other advisors to assist them in performing the duties.
 
The Audit Committee convenes the General Meeting at least once a quarter. Please refer to annual reports of the Company for the meeting status and the attendance rate of each committee member.
 
Remuneration Committee
The purpose of the Remuneration Committee is to assist the Board in the implementation and evaluation of the Company's overall compensation and benefits policy, and the remuneration of Directors and Managers.
 
According to the laws of the ROC, the Board of Directors appoints the members of the Audit Committee. The Remuneration Committee of the Company was comprised of three commission members according to the Compensation Committee Charter. At present, the Remuneration Committee of the Company is comprised entirely of three independent directors.
 
The Remuneration Committee of the Company has the right to hire independent consultants to assist it in the assessment of salaries and remuneration of the Chief Executive Officer or Manager according to the Compensation Committee Charter.
 
The Remuneration Committee convenes the General Meeting at least twice every year. Please refer to annual reports of the Company for the meeting status and the attendance rate of each committee member.
 

 

Name Audit Committee Remuneration Committee
Yong-Sheng Liu
(Independent Director)
V(Convener) V
Ciou-Lin Chen
(Independent Director)
V V(Convener)
Pei-Jun Wu
(Independent Director)
V V

 

 
Compensation Committee Operations
The Compensation Committee is currently comprised of 3 members, composed entirely of independent director.
The committee convened 2 meetings in 2021, of which attendance is as follows:

 

Independent director Expected Attendance Attendance in Person Absence or Attendance by Proxy
Ciou-Lin Chen 2 2 0
Yong-Sheng Liu 2 2 0
Pei-Jun Wu 2 2 0
Total 6 6 0

 

Compensation Committee resolutions:

 

Dates of Compensation Committee Meetings Contents of Motion Resolutions of the Compensation Committee The Company's Responses to the Compensation Committee's Recommendations
1st Session of the 5th Compensation Committee in 2021 Mar. 9, 2021 Distribution of the Company's fiscal year 2020 compensation to employee and directors. Approved by all members in attendance. Reported to the Board for review and approval.
Issuance of employee stock options for management team in 2021.
The Company’s employee compensation ratio proposal.
2nd Session of the 5th Compensation Committee in 2021 Nov. 2, 2021 The Company's year-end bonuses for management team in 2021. Approved by all members in attendance. Reported to the Board for review and approval.
The Company's year 2022 salary increment to employee.