committees

The Company’s Compensation Committee was set up in December 2011, which is composed of all independent directors. The Compensation Committee must exercise the duty of care as a good administrator to faithfully perform the following functions.

 Compensation Committee Scope of duties

1. Establish a policy, system, standard and structure for directors’ and managers’ compensation and review them periodically.

2. Decide compensation of directors and managers and carry out periodic evaluations.

 The term of office of the current Compensation Committee is from May 18, 2023 to May 17, 2026.

 Operation of the Compensation Committee

Attendance Record of the Compensation Committee in 2023

Resolutions of the Compensation Committee in 2023

Resolution of the Compensation Committee and the Company’s response to the Compensation Committee’s Opinion:：
The members of the Compensation Committee unanimously approved all the resolutions, and the Board of Directors approved all such resolutions recommended by the Compensation Committee.

The Company’s Nominate Committee was set up in November 2022, which is composed of all independent directors, the Committee possesses expertise in “Management /Corporate Governance”, Meet the professional competencies required by the committee. With authorization from the board of directors, the Committee shall exercise the due care of a good administrator to faithfully perform the following duties and shall submit its proposals to the board for discussion.

 Nominate Committee Scope of duties

1. Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board, and senior executives, and finding, reviewing, and nominating candidates for directors, and senior executives based on such standards.

2. Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.

3. Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.

4. Establishing corporate governance guidelines of the Company.

The term of office of the current Nominate Committee is from May 18, 2023 to May 17, 2026

 Operation of the Nominate Committee

Attendance Record of the Nominate Committee in 2023

Resolutions of the Nominate Committee in 2023

Resolution of the Nominate Committee and the Company’s response to the Nominate Committee’s Opinion:：
The members of the Nominate Committee unanimously approved all the resolutions, and the Board of Directors approved all such resolutions recommended by the Nominate Committee.

1. Independent directors and internal auditors communication:

(1) Provide audit progress reports to independent directors at least once a year, and reports to independent directors according to the Company’s annual audit plans and internal control follow-up procedures.
(2) At the end of each month, the head of Internal Audit send the audit and follow-up reports for the preceding month, and reports to independent directors according to the Company’s annual audit plans and internal control follow-up procedures. Provide audit progress reports to independent directors at least once a quarter. If material unusual matters occur during the auditing process, the head of Internal Audit will produce a report and submit to the independent directors immediately.
(3) If there were abnormal events, independent directors and the internal auditors could communicate when necessary.

The independent directors communicated well with internal audit managers.

2. The major matters of the communications between independent directors and internal auditors:

3. Independent directors and independent auditors (CPA):

(1) Apart from the once-annually face-to-face corporate governance meetings held by the audit committee and CPA, CPA may use written forms of communication when necessary. The scope of which includes independent auditors’ report on the independence of the Company’s consolidated financial reports and related responsibilities; audit plans and related matters; major matters relating to the audit (such as adjustment of journal entries and material weaknesses in internal control); findings of the audit report and review of the consolidated financial reports.
(2) If there were abnormal events, independent directors and CPA could communicate when necessary.

The independent directors communicated well with CPA.

4. The major matters of the communications between independent directors and CPA: