Corporate Governance
Investor Relations
Committee
Audit Committee
The company is currently the second session of the Audit Committee, which was officially established on July 29, 2011. It is currently composed of 3 independent directors, and Mr. He Chendan, an independent director, was elected as the convener to be responsible for the auditing of the company’s financial statements. The selection (resignation) of accountants and their independence and performance, the effective implementation of the company’s internal control, the company’s compliance with relevant laws and regulations, and the management and control of the company’s existing or potential risks.
The audit committee of the company meets at least once a quarter, and invites accountants, internal audit supervisors, and financial department supervisors to participate and report.
Among them, the accountants report to the audit committee on the financial report review (review) on a quarterly basis, and the audit department reports to the audit committee on the internal control and audit content on a quarterly basis.
1.Operations of the Audit Committee:
The Company’s second Audit Committee, consisting of independent directors, was formally established on July 29, 2021. Hochen Tan, an independent director, was elected to serve as the committee’s convener. The committee members, meeting at least once quarterly, shall be responsible for the audit of the fair presentation of the Company’s financial statements, the selection (dismissal) and independence and performance of the certified public accountants, the effective implementation of the Company’s internal controls, the Company’s compliance with relevant laws and regulations, and the control of the Company’s existing or potential risks and the like. The audit committee’s major responsibilities are as follows:
(1)Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(2)Evaluation of the effectiveness of the internal control system.
(3)Adoption or amendment of the procedures for significant financial or business conducts, e.g., Procedures for Acquisition or Disposal of Assets, Procedures for Derivative Transactions, Procedures for Lending Funds to Other Parties, and Procedures for Endorsement and Guarantee, pursuant to Article 36-1 of the Securities and Exchange Act.
(4)Matters related to the Directors’ own interests.
(5)Significant asset or derivative transactions.
(6)Significant lending, endorsement or provision of guarantees.
(7)Offering, issuance or private placement of equity-type marketable securities.
(8)The appointment, discharge and remuneration of CPAs.
(9)The appointment and discharge of finance, accounting or internal auditing officers and managers.
(10)Annual and semi-annual financial reports.
(11)Other significant matters as required by the Company or the competent authority.
The Audit Committee convened eight meetings in 2022 (A). The attendance is as follows:
Title |
Name |
Attendance in Person (B) |
Attendance Rate (%) (B/A) |
Remarks |
Audit Committee member |
Hochen Tan |
7 |
100% |
Assuming office on July 29, 2021 |
Audit Committee member |
T.H. Tung |
7 |
100% |
Assuming office on July 29, 2021 |
Other mentionable items:
I.The date, session, content of the motion, resolution of the Audit Committee and the Company’s means of processing the opinions of the Audit Committee shall be specified if one of the following circumstances occurred in the operation of the Audit Committee:
(I)Matters listed under Article 14-5 of the Securities and Exchange Act:
Date of Meeting |
Content of Motion |
Opinions of all Independent Directors and the Company’s handling of these opinions |
2022.02.25 |
Approval of 2021financial statements. |
Approved by all Independent Directors |
2022.03.23 |
Review and approval of 2022 CPA fees |
Approved by all Independent Directors |
2022.08.08 |
Approval of 2022 financial statements for the Second Quarter. |
Approved by all Independent Directors |
2022.11.04 |
Appointment of the Company’s internal auditing officer |
Approved by all Independent Directors |
.Communication between the Independent Directors and internal auditing officer and CPAs (include major topics, methods and results relating to the Company’s financial and business status that shall be communicated):
(I)There are channels of direct contact between the Independent Directors and internal auditing officer and the Certified Public Accountant and the communication condition is good;
(II)The Company convenes the Audit Committee meeting on a regular basis, inviting CPAs and internal auditing officer to attend and related supervisors if necessary;
(III)The internal auditing officer submits summarized auditing report to the Audit Committee on a monthly basis according to the annual audit plan;
(IV)Evaluate the independence of the CPAs annually and submit the outcome to the Audit Committee for review; and
(V)There are channels of direct contact between the member of Audit Committee and internal auditing officer and the CPAs and the communication condition is good. The internal auditing officer regularly reports to the Audit Committee based on the annual audit plan and cooperate with the routine internal control audits conducted by CPAs. For the Board of Directors’ meetings, CPAs would attend to provide relevant opinions, and the internal auditing officer would submit audit reports. While reviewing the financial reports, Audit Committee members would discuss relevant finance and business matters within the statements with CPAs and their key opinions shall be documented in the meeting minutes.
檔案名稱 | 下載 |
Audit Committee Organization Regulations |
Remuneration Committee
1.The Company’s Board of Directors establishes the Remuneration Committee pursuant to the approved Remuneration Committee Charter. The Committee’s main duties are to fulfill the following functions and submit its recommendations to the Board of Directors for discussion.
(1)Establishes and periodically reviews the performance evaluation and policies, system, standards, and structure of the remunerations for Directors and executive officers.
(2)Regularly assess and determine remuneration of Directors, Supervisors, and executive officers.
2.After the re-election of Directors at the shareholders’ meeting on July 29, 2021, the Company had appointed the remuneration members to form the fourth-term Remuneration Committee on August 2, 2021. The Committee shall convene at least two meetings every year and the convener and chairman of the meeting shall be an Independent Director. Ever since its establishment, the Committee has operated smoothly.
Operation of Remuneration Committee
(1)The Company’s Remuneration Committee consists of three members.
(2)The term of office: from August 2, 2021 to July 28, 2024. The Remuneration Committee convened four meetings in 2022 (A). The qualification and attendance of members are as follows:
Identity | Conditions Name | Professional qualifications and experiences | Independence Criteria | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Remuneration Committee Member |
---|---|---|---|---|
Convener Independent Director | T.H. Tung | He is the co-founder of ASUS group. He once served as a member of the 5th Board of Taiwan Broadcasting System, and is now the chairman of Pegatron Corporation. He received an honorary doctor of engineering degree from National Dong Hwa University. He actively participates in public welfare activities. During his time at Pegatron, he introduced the value stream mapping and 3M-like concepts, leading the way in diversifying design services and OEM production to increase Pegatron’s competitiveness across different fields. He partnered with Eslite Corporation to successively launch a series of PEGACASA electronic products of fine quality, smart home and mobile phone peripheral 3C products, contact lenses from Pegavision’s subsidiary company, soy milk machines from a home appliance brand and the like without being as a terminal brand, but in line with the world with the concept of designed by Pegatron. He also started to reform the overall OEM and ODM system with innovative integrated services. He is passionate about literary promotion and has been a long-time sponsor of arts and cultural groups, and an active promoter of literary audio-visual aspirations. Besides, He is concerned about Southeast Asian migrant workers in Taiwan and has been a long-time sponsor of the Taiwan Literature Award for Migrants. | Independence Criteria met:
According to the Company’s Articles of Association and the Code of Practice on Corporate Governance, directors adopt a nomination system and are elected by shareholders on the list of candidates. At the time of nomination and selection of board members, the Company has obtained the director’s written declaration and working qualification documents, and provides stakeholder information to verify that I, spouse, relatives within the second degree are not the directors, supervisors or employees of the Company or its affiliates. The independence of the company; and in the first two years and the period of tenure, comply with the eligibility criteria set out by the “Independent Directors’ Setting and Compliance Measures of the Public Offering Company” and Article 14 of Article 14 of the Securities Trading Act, and the Independent Directors are in accordance with Article 3 of Article 14 of the Securities Trading Act Empowering full participation in decision-making and opinions to perform relevant powers independently, in accordance with the independent circumstances. | 3 |
Independent Director | Tan Hochen | He holds a bachelor’s degree in civil engineering from National Chung Hsing University and a master’s degree in urban planning from Virginia Polytechnic Institute and State University. He is currently the chairman of Taiwan Ecological Engineering Foundation. He also used to serve as the political deputy minister of Ministry of Transportation and Communications, the member and CEO of National Land Conservation and Development Advisory Committee of Presidential Office of Republic of China, the commissioner of Department of Transportation of Taipei City Government, the deputy director of Department of Rapid Transit Systems of Taipei City Government, the minister of Ministry of Transportation and Communications, the chairman of Chunghwa Telecom Co., Ltd. and the chairman of Taipei Rapid Transit Corporation. During his tenure at Chunghwa Telecom, in order to strengthen its competitiveness in the market, he continued to promote the privatization of the business unit of the Directorate General of Telecommunications, originally one of the state-owned companies, holding fixed-line, long-distance telephone, and mobile communications businesses, by releasing shares and restructuring the organization. He also introduced applied technologies to Chunghwa Telecom, such Hinet Broadband Internet Services and MOD. All of the aforesaid contributions he made to Chunghwa Telecom allowed smooth progress in the privatization and organizational improvement of Chunghwa Telecom. | 1 | |
Independent Director
| Yi- Chin TuMaster, | Computer Science and Information Engineering, National Taiwan University He is Chairman and Co-Founder of Taiwan AI Labs &Foundation, Computer Software Industry
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1 |