1. Members and Operations of Audit Committee
| Title | Name |
|---|---|
| Convener | Chao-Nan, Hung (Independent Director) |
| Committee Member | Hsiang-Ying, Huang (Independent Director) |
| Committee Member | Po-yuan, Cho (Independent Director) |
Current term of office: May 31, 2023 to May 30, 2026
The Audit Committee of the Company consists of 3 independent directors with diversified professional background and financial expertise such as—legislator for eight consecutive terms, member of the Control Yuan, senior certified public accountants, and the county mayor for two consecutive terms. The Audit Committee holds meetings before board meetings regularly every quarter, and reviews the following matters:
- Review financial reports, business report, profit distribution proposal.
- Review the effectiveness of internal control system.
- Review the adoption of or any amendment to the relevant regulations of internal control system.
- Review the material investment of the Company.
- Review the offering, issuance, or private placement of any equity-type securities of the Company.
- Review material asset or derivatives transactions, loan of fund, endorsement, or provision of guarantee.
- Review the hiring or dismissal of an attesting CPA, or the compensation given thereto.
- Review the assessment report of the independence and suitability of the CPA engaged by the Company.
- Review the Internal Audit report.
Evaluation of Audit Committee
The Company has established the “Regulation of the Self-Evaluation of the Functional Committees”. Self-assessments on functional committees are conducted via surveys on anuual basis. The 2024 performance evaluation and improvements for the Functional Committees were reported to the Board of Directors on March 7, 2025. The weighted average score for the performance of the Audit Committee is 4.91 out of 5. The overall functional committees’s evaluation are great.
| Evaluation cycle | Evaluation period | Scope of evaluation | Evaluation method | Evaluation items |
|---|---|---|---|---|
|
Once a year |
Performance evaluation form Jan. 1, 2024 to Dec. 31, 2024 |
Evaluation of Audit Committee |
Internal evaluation of the Audit Committee |
The Audit Committee evaluation includes five aspects:
|
2. Resolutions
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 7, 2025 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 9, 2025 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Aug 8, 2025 |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting Nov 7, 2025 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 7, 2024 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 9, 2024 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Aug 9, 2024 |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting Nov 8, 2024 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 10, 2023 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting April 18, 2023 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting May 9, 2023 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting June 9, 2023 |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting Aug 10, 2023 |
|
Approved by all members of Audit Committee |
|
6th Audit Committee meeting Nov 10, 2023 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 22, 2022 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 10, 2022 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting June 17, 2022 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Aug 9, 2022 |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting Nov 10, 2022 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 23, 2021 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 11, 2021 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting June 18, 2021 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting Aug 10, 2021 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting Sep 30, 2021 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Nov 9, 2021 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 23, 2020 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 8, 2020 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting Aug 11, 2020 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting Aug 10, 2021 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Nov 10, 2020 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 26, 2019 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting Jun 19, 2019 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting Aug 9, 2019 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Nov 12, 2019 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting Mar 27, 2018 |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting May 11, 2018 |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting Jun 15, 2018 |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting Aug 10, 2018 |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting Nov 9, 2018 |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
1. Members
| Title | Name |
|---|---|
| Convener | Chao-Nan, Hung (Independent Director) |
| Committee Member | Hsiang-Ying, Huang (Independent Director) |
| Committee Member | Po-yuan, Cho (Independent Director) |
Current term of office: From May 31, 2023 to May 30, 2026
Operations of Remuneration Committee: The Remuneration Committee of the Company consists of 3 independent directors with diversified professional background and financial expertise such as—legislator for eight consecutive terms, member of the Control Yuan, senior certified public accountants, and the county mayor for two consecutive terms. The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the board of directors:
- Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.
- Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers, and evaluate the contribution and KPI status of managers in accordance with the "Regulations for Performance Evaluation".
2. Resolutions
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 7, 2025 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 9, 2025 |
Resolved the Company's 2024 employees' dividend of managers. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 8, 2024 |
Resolved the Company's 2023 employees and directors compensation. |
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 9, 2024 |
Resolved the Company's 2023 employees' dividend of managers. |
||
| 3rd Remuneration Committee meeting Oct 7, 2024 |
Resolution of the Company's cash capital increase reserved for employee’s subscription. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 10, 2023 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 9, 2023 |
Resolved the Company's 2022 employees' dividend of managers. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 22, 2022 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 10, 2022 |
Resolved the Company's 2021 employees' dividend of managers. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 23, 2021 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 11, 2021 |
Resolved the Company's 2020 employees' dividend of managers. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 23, 2020 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 8, 2020 |
>Resolved the Company's 2019 employees' dividend of managers. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting Mar 26, 2019 |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting May 10, 2019 |
1.Resolved the Company's 2018 Employees' dividend of management team. |
There was no independent director required to avoid the motion in conflict of interest to date.
| Date | Remuneration Committee resolutions | Resolution and opinion of Remuneration Committee | The Company’s response to opinion of Remuneration Committee |
|---|---|---|---|
|
1st Remuneration Committee meeting |
|
Approved by all members of Remuneration Committee. |
Been submitted to the Board of Directors, and resolved by all present directors. |
|
2nd Remuneration Committee meeting |
Resolved the Company’s 2019 promotion and raise of employees (including management team). |
There was no independent director required to avoid the motion in conflict of interest to date.
3. Evaluation of Remuneration Committee
The Company has established the “Regulation of the Self-Evaluation of the Functional Committees”. Self-assessments on functional committees are conducted via surveys on anuual basis. The 2024 performance evaluation and improvements for the Functional Committees were reported to the Board of Directors on March 7, 2025. The weighted average score for the performance of the Remuneration Committee is out of 5. The overall functional committees’s evaluation are great.
| Evaluation cycle | Evaluation period | Scope of evaluation | Evaluation method | Evaluation items |
|---|---|---|---|---|
|
Once a year |
Performance evaluation form Jan. 1, 2024 to Dec. 31, 2024 |
Evaluation of Remuneration Committee |
Internal evaluation of the Remuneration Committee |
The Remuneration Committee evaluation includes four aspects:
|
1. Members
| Title | Name |
|---|---|
| Convener | Ya-Wen, Cheng (Chairman) |
| Committee Member | Hung-Yu, Tsao (President) |
| Committee Member | Chao-Nan, Hung (Independent Director) |
| Committee Member | Hsiang-Ying, Huang (Independent Director) |
| Committee Member | Po-yuan, Cho (Independent Director) |
Current term of office: From May 31, 2024 to May 30, 2026
The Committee shall exercise the duty of care of a good administrator and perform the following duties, reporting to the Board of Directors:
- Oversee the implementation of sustainability policies, including corporate governance, ethical business practices, environmental protection, social responsibility, and information transparency.
- Assist the Board in establishing risk management policies and supervising their implementation. This includes identifying and assessing major risks in operations, finance, information security, and climate-related matters, as well as formulating corresponding response measures and control mechanisms.
- Other sustainability and risk-related matters authorized by the Board of Directors.
2. Resolutions
| Date | Sustainability and Risk Management Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Sustainability and Risk Management Committee meeting Aug 9, 2024 |
|
Approved by all members of Sustainability and Risk Management Committee |
|
2nd Sustainability and Risk Management Committee meeting Nov 8, 2024 |
|
Approved by all members of Sustainability and Risk Management Committee |
1. The communication status between independent directors, Chief Audit Executive and CPAs
| Date | Meeting | Item discussed | Opinion of Independent Directors |
|---|---|---|---|
|
2025.03.07 |
Separate meeting |
|
All independent directors had no opinion |
|
2025.05.09 |
Separate meeting |
Report on the implementation of internal audits from March to April 2025. |
All independent directors had no opinion |
|
2025.08.08 |
Separate meeting |
Report on the implementation of internal audits from May to July 2025. |
All independent directors had no opinion |
|
2025.11.07 |
Separate meeting |
|
All independent directors had no opinion |
2. The communication status between independent directors and CPAs
| Date | Meeting | Item discussed | Opinion of Independent Directors |
|---|---|---|---|
|
2025.03.07 |
Auditing meeting |
|
All independent directors had no opinion |
|
2025.11.07 |
Auditing meeting |
|
All independent directors had no opinion |
| 2025.03.07 | Separate meeting | Discussed about the content, and audit matters of 2024 individual and consolidated financial statements and auditors’ report. |
All independent directors had no opinion |
| 2025.11.07 | Separate meeting | Discussed about the content, and audit matters of the 3rd quarter of 2025 consolidated financial statements and auditors’ report. |
All independent directors had no opinion |
1. Members
| Title | Name |
|---|---|
| Convener | Ya-Wen, Cheng (Chairman) |
| Committee Member | Hung-Yu, Tsao (President) |
| Committee Member | Chao-Nan, Hung (Independent Director) |
| Committee Member | Hsiang-Ying, Huang (Independent Director) |
| Committee Member | Po-Yuan, Cho (Independent Director) |
Current term of office: From May 31, 2024 to May 30, 2026
With authorization from the board of directors (below, "the board"), 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:
- 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 nominating and reviewing, candidates for directors, independent director, and senior executives based on such standards.
- The Committee shall nominate and review the qualifications of candidates for directors, independent directors, and managerial officers based on the established selection criteria.
- Other matters to be performed by the Committee pursuant to the resolution of the board of directors.
2. Resolutions
| Date | Nominating Committee meeting resolutions | Resolution and opinion |
|---|---|---|
| Nov 7, 2025 | Approval of the establishment of the Nomination Committee by the Company's Board of Directors on August 8, 2025. | Approved by all members of Nominating Committee. |