committees

The Company’s Audit Committee was set up in June 2014. The Audit Committee shall faithfully carry out the following duties and submit any proposals to Board of Directors meeting for discussions.

Audit Committee Scope of duties

1. Review and discuss the adoption or amendment for the internal control system

2. The assessment of the effectiveness of the internal control system

3. Review and discuss the adoption or amendment, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others

4. Any matter that has a bearing on the personal interest of director

5. Material asset or derivatives transactions

6. Material monetary loans, endorsements or guarantees

7. Offering, issuance or private placement of any equity-type securities

8. Hiring or dismissal of an attesting CPA, or the compensation given thereto and performance, qualification and independence of CPAs

9. Appointment or discharge of financial, accounting or internal auditing officers

10. Financial reports

11. Review and discuss the matters related to the annual profit distributions

12. Review and discuss other material matters required by the Company or the competent authorities

 

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

Title Name Educational Background and Career Experience
Convener Pao-Shi Sheng Bachelor degree of Economics, University of California, Berkeley
General Manager, Hoan Pharmaceuticals Ltd.
Chairman and General Manager of Bora Pharmaceutical Co., Ltd.
Chairman of Union Chemical & Pharmaceutical Co., Ltd.
Chairman of Bao Lei Co., Ltd.
Chairman of Rui Bao Xin Investment Co., Ltd.
Director of BIONET Therapeutics Corp.
Chairman of Bora Health Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Bao En International Co., Ltd.
Chairman of Jia Xi International Co., Ltd.
Chairman of Bora Management Consulting Co., Ltd.
Chairman of Bora Biologics Co., Ltd.
Chairman of Synpac-kingdom pharmaceutical Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Sunway Biotech Co., Ltd.
Chairman of Baolei Management Consulting CO., LTD.
Chairman of Baolei International CO., LTD.
Chairman of TWi Pharmaceuticals, Inc.
Director of Bora Pharmaceuticals USA Inc.
Director of Bora Pharmaceuticals Services Inc.
Director of TWi Pharmaceuticals USA, Inc. 
Director of Bora Pharmaceutical Holdings, Inc.
Director of Upsher-Smith Laboratories, LLC 
Director of Bora Pharmaceuticals Injectables Inc.
Director of Bora Pharmaceuticals Inc.
Director of Upsher-Smith Holding, Inc.
Director of Upsher-Smith America LLC
Independent director of Gamania Digital Entertainment Co., Ltd.
Director of Wellpool Co., Ltd.
Director of Jesper Co., Ltd.
Member Nai-Jen Yeh Bachelor degree in Electrical and Computer Engineering of Tamkang University
R&D Vice President, Episil Technologies Inc.
R&D Vice President, Miracle Technology Co., Ltd.
President of Asia region, Princeton Technology Co., Ltd.
Member Chien-Wei Chen EMBA of Taiwan-Fudan University 
EMBA of National Taiwan University of Science and Technology 
Bachelor degree of Industrial Engineering and Management of National Taiwan University of Science and Technology
Supervisor of E-Elements Technology Co. Ltd.
Director of Ennoconn Corporation
Committee Member of Compensation of Chaintech Technology Corporation
President of Technology Unlimited Group
Chairman of Technology Created Medicine Corporation
Chairman of Sparkle Computer Co., Ltd.
Chairman of IOTU CORPORATION
Representative of juridical person director of Rigo Global Co., Ltd.
Independent Director, Aewin Technologies Co., Ltd.
Director of Uwin Resource Regeneration Inc.

 

Operation of the Audit Committee

Attendance Record of the Audit Committee in 2024

Name Number of Meetings Attendance Absence or Attendance by Proxy Rate Remarks
Pao-Shi Sheng 4 2 2 50

 

Nai-Jen Yeh 4 4 0 100
Chien-Wei Chen 4 4 0 100

 

 

Resolutions of the Audit Committee in 2024

Dates of Audit Committee meetings Contents of motion
The 1st meeting of the 4th Audit Committee in 2024 
February 29, 2024
Proposal for independence and suitability evaluation report of the CPAs appointed by the Company
The 2023 financial statement of the Company
The 2023 earnings distribution of the Company
The 2023 Internal Control Statement of the Company
The 2nd meeting of the 4th Audit Committee in 2024 
 April 18, 2024
Proposals of the change of Certified Public Accountant of the Company
Proposal for independence and suitability evaluation report of the CPAs appointed by the Company
The Company's consolidated financial report for the first quarter of 2024
The 3rd meeting of the 4th Audit Committee in 2024 
July 30, 2024
The Company's consolidated financial report for the second quarter of 2024
The 4th meeting of the 4th Audit Committee in 2024
 October 29, 2024
The Company's consolidated financial report for the third quarter of 2024
Proposal for suitability evaluation and independence report of the CPAs appointed by the Company
2024 the delegation compensation of CPAs of the Company
Amendments to the Company's Internal Control System and the Implementation Rules for Internal Audit 
2025 Internal Audit Plan of the Company

Independent directors’ objections, reservations, or major suggestions: None.
Resolution of the Audit Committee and the Company’s response to the Audit Committee’s Opinion: The members of the Audit Committee unanimously approved all the resolutions, and the Board of Directors approved all such resolutions recommended by the Audit Committee.

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.

Title Name Educational Background and Career Experience
Convener Nai-Jen Yeh Bachelor degree in Electrical and Computer Engineering of Tamkang University
R&D Vice President, Episil Technologies Inc.
R&D Vice President, Miracle Technology Co., Ltd.
President of Asia region, Princeton Technology Co., Ltd.
Member Pao-Shi Sheng Bachelor degree of Economics, University of California, Berkeley
General Manager, Hoan Pharmaceuticals Ltd.
Chairman and General Manager of Bora Pharmaceutical Co., Ltd.
Chairman of Union Chemical & Pharmaceutical Co., Ltd.
Chairman of Bao Lei Co., Ltd.
Chairman of Rui Bao Xin Investment Co., Ltd.
Director of BIONET Therapeutics Corp.
Chairman of Bora Health Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Bao En International Co., Ltd.
Chairman of Jia Xi International Co., Ltd.
Chairman of Bora Management Consulting Co., Ltd.
Chairman of Bora Biologics Co., Ltd.
Chairman of Synpac-kingdom pharmaceutical Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Sunway Biotech Co., Ltd.
Chairman of Baolei Management Consulting CO., LTD.
Chairman of Baolei International CO., LTD.
Chairman of TWi Pharmaceuticals, Inc.
Director of Bora Pharmaceuticals USA Inc.
Director of Bora Pharmaceuticals Services Inc.
Director of TWi Pharmaceuticals USA, Inc. 
Director of Bora Pharmaceutical Holdings, Inc.
Director of Upsher-Smith Laboratories, LLC 
Director of Bora Pharmaceuticals Injectables Inc.
Director of Bora Pharmaceuticals Inc.
Director of Upsher-Smith Holding, Inc.
Director of Upsher-Smith America LLC
Independent director of Gamania Digital Entertainment Co., Ltd.
Director of Wellpool Co., Ltd.
Director of Jesper Co., Ltd.
Member Chien-Wei Chen EMBA of Taiwan-Fudan University 
EMBA of National Taiwan University of Science and Technology 
Bachelor degree of Industrial Engineering and Management of National Taiwan University of Science and Technology
Supervisor of E-Elements Technology Co. Ltd.
Director of Ennoconn Corporation
Committee Member of Compensation of Chaintech Technology Corporation
President of Technology Unlimited Group
Chairman of Technology Created Medicine Corporation
Chairman of Sparkle Computer Co., Ltd.
Chairman of IOTU CORPORATION
Representative of juridical person director of Rigo Global Co., Ltd.
Independent Director, Aewin Technologies Co., Ltd.
Director of Uwin Resource Regeneration Inc.

 

 Operation of the Compensation Committee

Attendance Record of the Compensation Committee in 2024

Name Number of Meetings Attendance Absence or Attendance by Proxy Rate Remarks
Nai-Jen Yeh 2 2 0 100

 

Pao-Shi Sheng 1 1 1 50
Chien-Wei Chen 2 2 0 100

 

Resolutions of the Compensation Committee in 2024

Dates of Compensation Committee meetings Contents of motion
1st meeting of the 6th Compensation Committee in 2024
February 29, 2024

The Company's compensation plan for the newly appointed president of the board
The 2023 earning distribution for compensation to directors and employee

2nd meeting of the 6th Compensation Committee in 2024
October 29, 2024
Adjustments to the remuneration of the Company’s General Manager

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

Title Name Educational Background and Career Experience
Convener Chien-Wei Chen EMBA of Taiwan-Fudan University 
EMBA of National Taiwan University of Science and Technology 
Bachelor degree of Industrial Engineering and Management of National Taiwan University of Science and Technology
Supervisor of E-Elements Technology Co. Ltd.
Director of Ennoconn Corporation
Committee Member of Compensation of Chaintech Technology Corporation
President of Technology Unlimited Group
Chairman of Technology Created Medicine Corporation
Chairman of Sparkle Computer Co., Ltd.
Chairman of IOTU CORPORATION
Representative of juridical person director of Rigo Global Co., Ltd.
Independent Director, Aewin Technologies Co., Ltd.
Director of Uwin Resource Regeneration Inc.
Member Nai-Jen Yeh Bachelor degree in Electrical and Computer Engineering of Tamkang University
R&D Vice President, Episil Technologies Inc.
R&D Vice President, Miracle Technology Co., Ltd.
President of Asia region, Princeton Technology Co., Ltd.
Member Pao-Shi Sheng Bachelor degree of Economics, University of California, Berkeley
General Manager, Hoan Pharmaceuticals Ltd.
Chairman and General Manager of Bora Pharmaceutical Co., Ltd.
Chairman of Union Chemical & Pharmaceutical Co., Ltd.
Chairman of Bao Lei Co., Ltd.
Chairman of Rui Bao Xin Investment Co., Ltd.
Director of BIONET Therapeutics Corp.
Chairman of Bora Health Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Bao En International Co., Ltd.
Chairman of Jia Xi International Co., Ltd.
Chairman of Bora Management Consulting Co., Ltd.
Chairman of Bora Biologics Co., Ltd.
Chairman of Synpac-kingdom pharmaceutical Co., Ltd.
Chairman of Bora Pharmaceutical and Consumer Health Inc.
Chairman of Sunway Biotech Co., Ltd.
Chairman of Baolei Management Consulting CO., LTD.
Chairman of Baolei International CO., LTD.
Chairman of TWi Pharmaceuticals, Inc.
Director of Bora Pharmaceuticals USA Inc.
Director of Bora Pharmaceuticals Services Inc.
Director of TWi Pharmaceuticals USA, Inc. 
Director of Bora Pharmaceutical Holdings, Inc.
Director of Upsher-Smith Laboratories, LLC 
Director of Bora Pharmaceuticals Injectables Inc.
Director of Bora Pharmaceuticals Inc.
Director of Upsher-Smith Holding, Inc.
Director of Upsher-Smith America LLC
Independent director of Gamania Digital Entertainment Co., Ltd.
Director of Wellpool Co., Ltd.
Director of Jesper Co., Ltd.

 

 Operation of the Nominate Committee

Attendance Record of the Nominate Committee in 2024

Name Number of Meetings Attendance Absence or Attendance by Proxy Rate Remarks
Chien-Wei Chen 2 2 0 100

 

Pao-Shi Sheng 1 1 1 50
Nai-Jen Yeh 2 2 0 100

 

Resolutions of the Nominate Committee in 2024

Dates of Compensation Committee meetings Contents of motion
The 1st meeting of the 2nd Nominate Committee in 2024
February 29, 2024
The Company completed self-assessments of Board performance in 2023
The 2nd meeting of the 2nd Nominate Committee in 2024
November 01, 2024
The Company intends to commission an external, independent professional organization to conduct a performance evaluation of the Board of Directors

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:
Meeting date Attendees Communication Highlights Summary Communicate results
2024/11/01 Independent Director
Pao-Shi Sheng
Annual internal control focus and internal control trend.
Annual professional training for auditors.
Head of internal auditor responds to questions raised in the meeting.
Met with no objections from the independent directors after extensive communication between independent directors and the head of internal auditor.
Independent Director
Nai-Jen Yeh
Independent Director
Chien-Wei Chen
Head of internal auditor
Hsin-Chien Lee
 
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:
Meeting date Attendees Communication Highlights Summary Communicate results
2024/11/01 Independent Director
Pao-Shi Sheng
Review and communication with the CPA regarding audit planning in the 2024 consolidated financial report.
System of quality management and transparency-report.
Review and communication the feasibility and impact of regulation amendments on the report.
CPA responds to questions raised in the meeting.
Met with no objections from the independent directors after extensive communication between independent directors and the CPA.
Independent Director
Nai-Jen Yeh
Idependent Director
Chien-Wei Chen
Wen-Chin Lin CPA,
Deloitte & Touche
Hsiu-Hui Fan Senior Manager,
Deloitte & Touche
Head of internal auditor
Hsin-Chien Lee