1. Members and Operations of Audit Committee
| Title | Name |
|---|---|
|
Convener |
Chao-Nan, Hung |
|
Committee Member |
Hsiang-Ying, Huang |
|
Committee Member |
Yi-Lu, Kung |
Current term of office: From June 19, 2020 to June 18, 2023
Audit Committee Organization Charter
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 general auditor of finance holding company. 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 2022 performance evaluation and improvements for the Functional Committees were reported to the Board of Directors on March 10, 2023. 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 January 1, 2022 to December 31, 2022 |
Evaluation of Audit Committee |
Internal evaluation of the Audit Committee |
The Audit Committee evaluation includes five aspects:
|
2. Resolutions
2023
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
2022
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
2021
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
2020
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest to date.
2019
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest in 2019.
2018
| Date | Audit Committee resolutions | Members’ opinion to resolutions |
|---|---|---|
|
1st Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
2nd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
3rd Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
4th Audit Committee meeting |
|
Approved by all members of Audit Committee |
|
5th Audit Committee meeting |
|
Approved by all members of Audit Committee |
There was no independent director required to avoid the motion in conflict of interest in 2018.
1. Members
| Title | Name |
|---|---|
|
Convener |
Chao-Nan, Hung |
|
Committee Member |
Hsiang-Ying, Huang |
|
Committee Member |
Yi-Lu, Kung |
Current term of office: From June 19, 2020 to June 18, 2023
Salary Compensation Organization Charter
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 general auditor of finance holding company. 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:1. Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.
2. 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
2022
| 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 |
|
2021
| 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 |
|
2020
| 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 |
|
2019
| 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 |
|
2018
| 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 |
|
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 2022 performance evaluation and improvements for the Functional Committees were reported to the Board of Directors on March 10, 2023. 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 January 1, 2022 to December 31, 2022 |
Evaluation of Remuneration Committee |
Internal evaluation of the Remuneration Committee |
The Remuneration Committee evaluation includes four aspects:
|
1. The communication status between independent directors, Chief Audit Executive and CPAs
| Date | Meeting | Item discussed | Opinion of Independent Directors |
|---|---|---|---|
|
2022.03.22 |
Auditing meeting |
1. Reviewed the audit report and defects follow-up report. 2. Reviewed the Company’s 2021 statement of internal control system. |
All independent directors had no opinion |
|
2022.05.10 |
Auditing meeting |
1. Reviewed the audit report and defects follow-up report. |
All independent directors had no opinion |
|
2022.06.17 |
Auditing meeting |
1. Reviewed the audit report and defects follow-up report. |
All independent directors had no opinion |
|
2022.08.09 |
Auditing meeting |
1. Reviewed the audit report and defects follow-up report. |
All independent directors had no opinion |
|
2022.11.10 |
Auditing meeting |
1. Reviewed the audit report and defects follow-up report. 2. Reviewed the Company’s 2023 annual audit plans. |
All independent directors had no opinion |
2. The communication status between independent directors and CPAs
| Date | Meeting | Item discussed | Opinion of Independent Directors |
|---|---|---|---|
|
2022.03.22 |
Auditing meeting |
1. Discussed about the content, adjusting entries of 2021 Individual and Consolidated Financial Statements and auditors' report. 2. Report of regulatory changes. |
All independent directors had no opinion |
|
2022.8.9 |
Auditing meeting |
1. Discussed about the content, adjusting entries of the first half of 2022 Consolidated Financial Statements and auditors' report. 2. Report of regulatory changes. |
All independent directors had no opinion |
|
2022.11.10 |
Auditing meeting |
1. Discussed about the content, adjusting entries of the 3rd quarter of 2022 Consolidated Financial Statements and auditors' report. 2. Report of regulatory changes. |
All independent directors had no opinion |
