Status of Corporate Governance | Board of Directors | Committees |
Audit Committee
Members :
- Convener : Independent Director / Chun-Ming Yu
- Committee :Independent Director / Chi-kuang Huang
- Committee :Independent Director / Meng-Han Chuang
The main function of the Audit Committee is to supervise the following matters
- Fair presentation of the financial reports of this Corporation.
- The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
- The effective implementation of the internal control system of this Corporation.
- Compliance with relevant laws and regulations by this Corporation.
- Management of the existing or potential risks of this Corporation..
The powers of the Committee are as follows:
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The 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.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual financial reports signed or sealed by the chairman, a manager or an accounting chief, and financial reports for the second quarter audited and attested by a certified public accountant.
- Other material matters as may be required by this Corporation or by the competent authority.
Remuneration Committee
Members :
- Convener : Independent Director / Chun-Ming Yu
- Committee :Independent Director / Chi-kuang Huang
- Committee :Independent Director / Meng-Han Chuang
Functions of the Committee
The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors, supervisors, and managerial officers of this Corporation, and submit recommendations to the board of directors for its reference in decision making.
Scope of duties
The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion. However, recommendations regarding compensation for supervisors may be submitted to the board of directors for discussion only when the board of directors is expressly authorized to resolve on that matter by the articles of incorporation or by a resolution of the shareholders meeting:
- Periodically reviewing this Charter and making recommendations for amendments.
- Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers of this Corporation, and disclose the contents of the performance assessment standards in the annual report.
- Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of this Corporation have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards. The annual report shall disclose the results of the individual performance assessments of the directors, supervisors and managerial officers and the connection between and reasonableness of the contents and amounts of their individual compensation and performance assessment results, and making a report at a shareholders' meeting.