Members of the Functional Committees
| Name/Independent Director | Audit committee | Remuneration committee | Nominating Committee | Sustainable Development Committee |
|---|---|---|---|---|
| Hsiao-Che Chiang (Independent Director) | Chairperson and Convener | V | V | V |
| Yu-Chun Liu(Independent Director) | V | Chairperson and Convener | V | V |
| Pi-Chuan Sun (Independent Director) | V | V | Chairperson and Convener | V |
| Hsiao-Kang Ma (Independent Director) | V | V | V | Chairperson and Convener |
The profiles of the functional committee members are as follows:
| Identity | Name | Qualification | |
| Professional qualification and experience | Compliance of independence | ||
| Independent Director | Hsiao-Che Chiang |
|
|
| Independent Director | Hsiao-Kang Ma |
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| Independent Director | Pi-Chuan Sun |
|
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| Independent Director | Yu-Chun Liu |
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Audit committee
Main duties of the Audit Committee:
The Audit Committee of the Company is established in accordance with the Company Act、the Organizational Rules of the Audit Committee, and relevant regulations. Its main duties are as follows:
Summary of the Audit Committee’s Annual Key Focus Areas
The operation of the Auditing Committee
Communication Between Audit Committee Independent Directors and Internal Audit Supervisors/Accountants
Facts of communications by and between independent directors and Internal Audit Head as well as Certified Public Accountant(s) (should include issues regarding the Company's finance, financial conditions, facts in business operation and such key issues, the method of communications and the outcome thereof): Independent directors shall communicate individually with the internal audit director at least once a year to fully communicate on topics such as the main inspection comments of the Company's audit; and communicate with the CPAs at least once a year and report to the independent directors on the Company's financial condition, overall operations and internal control audits, as well as whether there are any significant adjustments to the accounting records or amendments to laws and regulations that affect the accounts. The opinions on the communication shall be made recorded and submitted to the Board of Directors. Facts of communications by and between independent directors and Internal Audit Head as well as Certified Public Accountant(s) are listed in the following table:
| Meeting date | Meeting nature | Communication object | Attendees | Topics | Results of the Company’s actions |
|---|---|---|---|---|---|
| 2025/01/14 | Audit committee | CPA |
|
| No opinion for this meeting |
| 2025/02/18 | Audit committee | CPA |
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| No opinion for this meeting |
| 2025/02/18 | Audit committee | Internal Audit Director |
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| No opinion for this meeting |
| 2025/08/05 | Audit committee | CPA |
|
| No opinion for this meeting |
| 2025/08/05 | Audit committee | Internal Audit Director |
|
| No opinion for this meeting |
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Remuneration committee
The remuneration committee establishes a performance-linked remuneration system for the company from an independent and detached perspective, faithfully performs the duties assigned by the board of directors, and regularly proposes remuneration system plans or suggestions to the board of directors for discussion and resolution. The main powers of this committee are as follows:
- Formulate and regularly review policies, systems, standards and structures for performance evaluation and salary remuneration of directors and managers.
- Regularly evaluate and set the remuneration of directors and managers.
According to the organizational rules of the Company's Salary and Remuneration Committee, the members of this committee are appointed by resolution of the board of directors. The number of members shall not be less than three, and more than half of the members shall be independent directors. In addition, all members of this committee elect an independent director to serve as the convener and chairman of the meeting.
The remuneration committee convenes at least twice a year, and internal performance evaluations of the remuneration committee are conducted regularly every year. For information on the meetings of the committee and the attendance rate of each member, please refer to the annual report of the company's shareholders' meeting.
Remuneration policy
Maintaining internal
competitiveness in salaries
Enhancing the incentive effectiveness
of the compensation system
Maintaining internal
equity in salaries
Controlling the company's
personnel costs
Key Focus Areas of the Compensation Committee for the Year
Operation of the Compensation Committee
Nominating Committee
提名委員會主要職責
To enhance the supervisory responsibilities of the Board of Directors and strengthen the Board’s management mechanism, the Company has established a Nomination Committee in accordance with the "Nomination Committee Charter." On May 24, 2024, the 4th Nomination Committee was re-elected, consisting of four newly appointed independent directors. The scope of authority of the Nomination Committee includes the following: formulating standards for the professional knowledge, skills, experience, gender diversity, and independence required for members of the Board of Directors and senior executives; identifying, reviewing, and nominating candidates for directors and senior executives; structuring and developing the organizational framework of the Board and its committees; conducting performance evaluations of the Board, its functional committees, individual directors, and senior executives; assessing the independence of independent directors; establishing and periodically reviewing training plans for directors and succession plans for directors and senior executives.
Main Responsibilities of the Nomination Committee
Operation of the Nomination Committee
Sustainable Development Committee
Main responsibilities:
- To develop sustainability policies, systems, or related management guidelines.
- To oversee the specific promotion plans and the implementation of sustainable development.
- To regularly evaluate the effectiveness of the implementation of the Company's sustainable development plan and report the results to the Board of Directors on a regular basis (at least once a year).
- To review the ESG Reports.
- To handle other matters resolved by the Board of Directors for the Committee.
Performance Evaluation
The performance evaluation of the Company’s functional committees is conducted internally once a year through self-assessment, carried out by the members of the Nomination Committee. The evaluation period covers January 1 to December 31 of each year, and the evaluation includes the following aspects:
| Evaluation cycle | Evaluation period | Evaluation scope | Evaluation method | Evaluation content |
|---|---|---|---|---|
| At least once a year | From 2022/01/01 to 2022/12/31 From 2023/01/01 to 2023/12/31 From 2024/01/01 to 2024/12/31 | The whole Board of Directors | Internal self-evaluation (Evaluation of performance of members of Nominating Committee) |
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| Individual directors | Self-evaluation of members (Directors and independent directors implemented the evaluation) |
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| Functional Committees | Internal self-evaluation (Evaluation of performance of members of Nominating Committee) |
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Evaluation performed once a year
Functional committee performance evaluation
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2024
| Perspective | Number of Indicators | Proportion | Point | Fraction |
|---|---|---|---|---|
| Level of participation in the Company’s operations | ||||
| Improvement of the quality of the Board of Director' decision-making. | ||||
| Composition and structure of the Board of Directors. | ||||
| Election and ongoing education of directors | ||||
| Internal Control | ||||
| Assessment results |
2023
| Perspective | Number of Indicators | Proportion | Point | Fraction |
|---|---|---|---|---|
| Level of participation in the Company’s operations | ||||
| Improvement of the quality of the Board of Director' decision-making. | ||||
| Composition and structure of the Board of Directors. | ||||
| Election and ongoing education of directors | ||||
| Internal Control | ||||
| Assessment results |
2022
| Perspective | Number of Indicators | Proportion | Point | Fraction |
|---|---|---|---|---|
| Level of participation in the Company’s operations | ||||
| Improvement of the quality of the Board of Director' decision-making. | ||||
| Composition and structure of the Board of Directors. | ||||
| Election and ongoing education of directors | ||||
| Internal Control | ||||
| Assessment results |
Assessment results
- In 2022, the evaluation covered four major dimensions and 26 indicators, with an overall score of 4.85 out of 5, equivalent to 97.31 out of 100, rated as Excellent. The functional committee members demonstrated diverse expertise and made active and effective contributions, enhancing their understanding of the management team (senior executives). The evaluation results were reported to the Board of Directors on February 22, 2023."
- In 2023, the evaluation covered four major dimensions and 26 indicators, with an overall score of 4.96 out of 5, equivalent to 99.03 out of 100, rated as Excellent. The committee demonstrated diligence, professionalism, and full dedication. The evaluation results were reported to the Board of Directors on February 21, 2024.
Salary and Remuneration Committee: [Overall score 4.88 points/5 points], excellent rating.
Audit Committee: [Overall score 4.95/5 points], excellent rating. - In 2024, the evaluation was conducted across four major dimensions and 26 indicators. The overall score was 4.91 out of 5, equivalent to 98.46 out of 100. Each functional committee demonstrated a clear and well-defined role, operated effectively, and properly documented the resolutions and outcomes of their meetings.
Conclusion
The evaluation results for the Board of Directors, individual board members, and functional committees for the years 2022, 2023, and 2024 all exceeded 94 out of 100 points, with scores in each dimension reaching above 4.5 out of 5. Overall, the Board's performance was rated as excellent.
