The Company's Audit Committee is composed of 4 independent directors, and at least one of them must have accounting or financial expertise.
The purpose of the entire Audit Committee is to assist the Board of Directors in performing its supervision of the company in terms of the quality and integrity of executing accounting, auditing, financial reporting processes, and financial control. The duties of the Audit Committee are as follows:
1. Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act.
2. Assessment of validity of internal control system.
3. Adoption or amendment, pursuant to Article 36-1, of 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.
4. A matter bearing on the personal interest of a director.
5. A material asset or derivatives transaction.
6. A material monetary loan, endorsement, or provision of guarantee.
7. The offering, issuance, or private placement of any equity-type securities.
8. The hiring or dismissal of an attesting CPA, or the compensation given thereto.
9. The appointment or discharge of a financial, accounting, or internal auditing officer.
10. The annual financial statements signed or sealed by Chairperson, manager and chief accountant and the Q2 financial statements requiring the audit and attestation by CPA.
11. Any other material matter so required by the Company or Competent Authority.
To establish a sound compensation system for the Company's directors and managers, the Company set up the "Compensation Committee" in December 2011. The committee members are appointed by the Board of Directors and the total number of members shall not be less than three, which should include at least one independent director of the Company. The convener and chairperson of the meetings are elected from among the members with the status of an independent director. The current Convener and Chairperson of the Compensation Committee is the Independent Director, Li, Hao-Cheng.
The Compensation Committee is responsible for establishing and regularly reviewing the policies, systems, standards and structures for annual and long-term performance goals and compensation for directors and managers. In accordance with the "Charter of Compensation Committee", the Compensation Committee holds at least two meetings each year. Please refer to the Company's Annual Reports for details on the meetings and the attendance rate of the committee members.
To strengthen corporate governance, the Company, upon approval by the Board of Directors on December 22, 2022, elevated the Sustainability Development Committee to a functional committee of the Board of Directors. The Committee consists of five members, including the Chairperson and four independent directors. The Committee shall convene at least once every six months and may hold meetings as necessary. The current Convener and Chairperson of the Sustainability Development Committee is Independent Director Lee Chih-Kung.
The Committee serves as the Company’s decision-making and supervisory body for sustainability-related matters, encompassing corporate governance, sustainable operations, and environmental and social aspects. Through its oversight, the Committee aims to strengthen the Company’s management framework, promote environmental protection, and fulfill its corporate social responsibilities.
To implement ESG corporate sustainability and enhance corporate governance, on December 22, 2022, the Board of Directors approved the establishment of the Investment Evaluation Committee. The committee consists of five members: the Chairperson and four independent directors. The committee convenes at least once a year and may hold additional meetings as needed based on specific cases. Supervise the responsible units in executing pre-investment evaluations and post-investment management to reduce investment risks and enhance shareholders' equity.