Board of Auditors
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 and semi-annual financial reports.
- Other material matters as may be required by this Corporation or by the competent authority.
Remuneration Committee
Remuneration 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.
- Establishing and periodically reviewing the performance evaluation criteria and the policies, systems, standards, and structure of compensation for the directors and managerial officers.
- Periodically assessing and setting the compensation package of Directors and managerial officers.
- Member information of remuneration committee.
Title | Criteria
Name |
More than 5 years working experience.
And the following professional qualifications. |
Independent Criteria (Note) | Concurrently assume other public company remuneration committee member number | Remark | |||||||||||
Business, legal, financial, accounting or related departments of public and private universities for public and private universities that are required by the company business | Judges, prosecutors, lawyers, accountants or other professional technicians who have a certificate with the national examination required by the company’s business | Business, legal, financial, accounting or business required work experience | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
Independent director | Chen DongSheng | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 0 | – | |
Independent director | Tsai Chia-Hung | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 1 | – | |
Independent director | Huang Yi-Tsung | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 1 | – | ||
Independent director | Lin Horng-Chang | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 1 | – | |
Independent director | Chang Chih-Peng | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | 1 | – |
Note: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.
- Not an employee of the Company or any of its affiliates.
- Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
- Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
- Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3).
- Not a director, supervisor, or employee of a corporate shareholder that directly holders 5% more of the Company’s outstanding shares, is a top five shareholder, or appointed a representative as the Company’s director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
- Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company’s director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
- Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company’s chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
- Shareholders (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company’s outstanding shares, and is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
- Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof, This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions.
- Not having any of the situations set forth in Article 30 of the Company Act of the R.O.C.