Committees of the Board

Members of Committees of the Board

Independent Director
  • Lin-Lin Lee
    (Attorneys at Law)
  • Audit Committee
  • Convener of Remuneration Committee
  • Term: 2024/06/26~2027/06/25
Independent Director
  • Ming-Te Sun
    (Director of Taiwan Institute of Economic Research)
  • Convener of Audit Committee
  • Remuneration Committee
  • Term: 2024/06/26~2027/06/25
Independent Director
  • Hsiu-Chuan Lee
    (University Professor)
  • Audit Committee
  • Term:2025/06/25~2027/06/25

Audit Committee

In order to improve corporate governance and strengthen the professional functions of the Board of Directors, The Company has established an audit committee since 13th Board Meeting (held in 26 June, 2015), and current committee members are composed of three Independent Directors. The Committee shall convene at least once quarterly, and may call a meeting at its discretion whenever necessary. The auditing scope of the Audit Committee includes 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; a matter bearing on the personal interest of a director or a supervisor; a material asset or derivatives transaction; a material monetary loan, endorsement, or provision of guarantee; the offering, issuance, or private placement of any equity-type securities; the hiring, discharge, or compensation of an attesting CPA; the appointment or discharge of a financial, accounting, or internal auditing officer and annual and semi-annual financial reports.

A total of 5 meetings of the audit committee were held in 2024. The attendance of Independent Directors was as follows:

2024.01.01-2024.12.31
Session Title Name Attendance in person Attendance by proxy Attendance in person rate (%) Remarks
15TH Independent Director
(Convener)		 Juh-Shan Chiou 1 1 50 None
Independent Director Hsien-Tang Tsai 2 0 100 2024.04.14 Dismissed
Independent Director Lin-Lin Lee 2 0 100 None
16TH Independent Director
(Convener)		 Ming-Te Sun 3 0 100 None
Independent Director Lin-Lin Lee 3 0 100 None
Independent Director Wei-Che Tsai 3 0 100 None

A total of 5 meetings of the audit committee were held in 2023. The attendance of Independent Directors was as follows:

2023.01.01-2023.12.31
Title Name Number of attendances in person Attendance by proxy Actual attendance rate (%) Remarks
Independent Director
(Convener)		 Juh-Shan Chiou 5 0 100 None
Independent Director Lin-Lin Lee 5 0 100 None
Independent Director Hsien-Tang Tsai 5 0 100 None

A total of 5 meetings of the audit committee were held in 2022. The attendance of Independent Directors was as follows:

2022.01.01-2022.12.31
Title Name Number of attendances in person Attendance by proxy Actual attendance rate (%) Remarks
Independent Director
(Convener)		 Juh-Shan Chiou 5 0 100 None
Independent Director Lin-Lin Lee 5 0 100 None
Independent Director Hsien-Tang Tsai 5 0 100 None

Descriptions of the communication between the Independent Directors, Chief Internal Auditor, and CPAs (2 meetings routinely every year)

The Company convened the 2019 financial report close meeting on February 20, 2020. Attendees included Independent Directors, Chief Internal Auditor, CPAs, management, and supervisors of the finance unit. The contents of the meeting mainly included reports on the Company's financial and business status in 2019 and discussions of plans for 2020. The Independent Directors had no additional opinions at the meeting. Major issues discussed in the meeting were as follows:

  • Audit of the Financial Report.
  • Business performance analysis; critical changing of material assets and liabilities.
  • Communication with the governance unit.
  • The laws which were announced and amended recently.
    • The Audit Committee was convened on February 26, 2020. Attendees included Independent Directors, Chief Internal Auditor, CPAs, management, and supervisors of the finance unit. The contents of the meeting mainly included the amendment of Audit Committee Charter, 2019 business report and financial statements, earnings distribution proposal, reporting self-assessment result of the internal control and internal control system statement. The Chief Internal Auditor reported execution condition of auditing plan to the Audit Committee. The Independent Directors had no additional opinions at the meeting.

    The communication channel between the Independent Directors, Chief Internal Auditor, and CPAs functioned well in 2020.

Communication among Independent Directors, CPAs, and Chief Internal Auditor

  • The internal audit unit regularly reports to the audit committee and board of director. The internal audit department shall send reports to independent directors for review and held meetings regularly. (At least once a year)
  • Chief Internal Auditor and CPAs will communicate with Independent Directors through e-mails, Conference call and extraordinary meetings as needed.

Summary of Communications between Independent Directors and Chief Internal Auditor

Communication among Independent Directors, CPAs, and Chief Internal Auditor in 2022

  • The internal audit unit regularly reports to the audit committee and board of director. The internal audit department shall send reports to independent directors for review and held meetings regularly. (At least once a year)
  • Chief Internal Auditor and CPAs will communicate with Independent Directors through e-mails, Conference call and extraordinary meetings as needed.

Summary of Communications between Independent Directors and Chief Internal Auditor

Summary of Communications between Independent Directors and CPAs

Communication among Independent Directors, CPAs, and Chief Internal Auditor in 2022

  • The internal audit unit regularly reports to the audit committee and board of director. The internal audit department shall send reports to independent directors for review and held meetings regularly. (At least once a year)
  • Chief Internal Auditor and CPAs will communicate with Independent Directors through e-mails, Conference call and extraordinary meetings as needed.

Summary of Communications between Independent Directors and Chief Internal Auditor

Remuneration Committee

In order to strengthen corporate governance and improving remuneration functions of Board of Directors, supervisors and managers, The Company has established Remuneration Committee. The Committee shall convene its meetings at least twice a year. There are three committee members, and at least one of the committee members must be an independent director, the rest of the members are to be appointed under board of directors' resolutions, the Independent Director shall be the convener and chairperson of all Committee meetings. Current committee member are composed by the three Independent Director. Committee members must exercise the care of a prudent manager to fulfill the following duties, and propose recommendations for discussion by the board of directors.

  • Establish and review regularly any policies, systems, standards and structures relevant to the performance and remuneration of directors and managers.
  • Review regularly the level of remuneration to directors and managers.

A total of 5 meetings of the Remuneration Committee were held in 2024. The attendance of Independent Directors was as follows:

2024.01.01-2024.12.31
Session Title Name Attendance in person Attendance by proxy Attendance in person rate (%) Remarks
15TH Independent Director
(Convener)		 Hsien-Tang Tsai 1 1 50 2024.04.14 Dismissed
Independent Director Lin-Lin Lee 2 0 100 None
Independent Director Juh-Shan Chiou 2 0 100 None
16TH Independent Director
(Convener)		 Lin-Lin Lee 3 0 100 None
Independent Director Ming-Te Sun 3 0 100 None
Independent Director Wei-Che Tsai 3 0 100 None

A total of 4 meetings of the Remuneration Committee were held in 2023. The qualifications of the members and attendance were as follows:

2023.01.01-2023.12.31
Title Name Attendance in person Attendance by proxy Attendance in person rate (%)
Convener Hsien-Tang Tsai 4 0 100
Committee Member Juh-Shan Chiou 4 0 100
Lin-Lin Lee 4 0 100

A total of 4 meetings of the Remuneration Committee were held in 2022. The qualifications of the members and attendance were as follows:

2022.01.01-2022.12.31
Title Name Attendance in person Attendance by proxy Attendance in person rate (%)
Convener Hsien-Tang Tsai 4 0 100
Committee Member Juh-Shan Chiou 4 0 100
Lin-Lin Lee 4 0 100