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Compensation Committee members are as follows
| Name | Professional Qualification and Experience |
|---|---|
| Hsin-Pin Fu | Educational background: Ph.D., Institute of Engineering, National Chiao Tung University Career background: Supervisor, Flexium Interconnect Supervisor and Director, MACHVISION Inc. Co., LTD Professor, Department of Marketing and Circulation Management, National Kaohsiung First University of Science and Technology Section Chief, Electronic Information Section and Knowledge Service Section, Industrial Development Bureau, Ministry of Economic Affairs |
| Pai-Chun Wu | Educational background: PhD of Laws degree at Keio University, Japan Master of Law, Keio University, Japan Graduated from the Law Department of National Taiwan University Career background: Associate Professor / Dean of Department of Finance and Law, Ming Chuan University Chairman, Masterlink Futures Co., Ltd. Chairman, Masterlink Insurance Company Professional qualification |
| Shui-Tung Huang | Educational background: Master of Law, Chinese Cultural University Career background: Public prosecutor, District Prosecutor’s Office; Judge and President of the Courts of First and Second Instance Director, Criminal Affairs Division President of District Court in Kinmen, Penghu, Yilan, and Panchiao Taiwan High Court President, Taiwan High Court Taichung Branch Committee member, Civil Service Disciplinary Committee Professional qualification: Passed Judicial Officer / Lawyer Higher Examination, 1972 |
| Anson Tseng | Educational background: MBA, Chicago University Career background: Vice President, BNP Paribas Securities Chief, Gemtek Technology Co., Ltd. |
Audit Committee Operations
The company met 5 times in the Audit Committee in 2024 (A); independent directors' attendance was as follows:
| Job title | Name | Actual number of attending seats (B) | Attendance by proxy | Actual attendance rate (%) (B/A) | Remark |
|---|---|---|---|---|---|
| Convener | Xin-Bin Fu | 5 | 0 | 100% | Re-elected on May 31, 2022 |
| Member | Wu Pei-Jun | 5 | 0 | 100% | Re-elected on May 31, 2022 |
| Member | Huang Shui-Tong | 5 | 0 | 100% | Re-elected on May 31, 2022 |
| Member | Anson Tseng | 5 | 0 | 100% | Joined on May 31, 2022 |
I. The main function of the Audit Committee is to supervise the following matters:
(I) Fair presentation of the financial reports of the Company.
(II) The hiring (and dismissal), independence, and performance of CPAs.
(III) The effective implementation of the internal control system of the Company.
(IV) Compliance with relevant laws and regulations by the Company.
(V) Management of the existing or potential risks of the Company.
II. The powers of the Audit Committee are as follows:
(I) The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(II) Assessment of the effectiveness of the internal control system.
(III) The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(IV) Matters in which a director is an interested party.
(V) Asset transactions or derivatives trading of a material nature.
(VI) Loans of funds, endorsements, or provision of guarantees of a material nature.
(VII) The offering, issuance, or private placement of equity-type securities.
(VIII) The hiring or dismissal of a certified public accountant, or their compensation.
(IX) The appointment or discharge of a financial, accounting, or internal audit officer.
(X) Annual financial reports signed or sealed by the Chairman, managerial officers, and accounting officer, and the Q2 financial reports audited and certified by the CPAs.
(XI) Other material matters as may be required by this Corporation or by the competent authority. The matters under the preceding paragraph shall be subject to the approval of one half or more of the entire membership of the Committee and shall be submitted to the board of directors for a resolution. Any matter in the paragraph 1, with the exception of subparagraph 10, that has not been approved by one half or more of the entire membership of the Committee may be adopted with the approval of two thirds or more of the entire board of directors.
III. Other notes:
(I) If there any of the following situations arise the operation of the Audit Committee, the date of the board meeting should be stated, as well as the period, and motion content, the results of the Audit Committee’s resolutions and the Company ’s handling of the Audit Committee’s comments:
1. Matters listed in Article 14-5 of the Securities and Exchange Act.
2. Except for pre-opening matters, other resolutions that have not been approved by the Audit Committee but have been approved by two-thirds or more of all directors.
(II)
Date | Proposal content | Resolution result |
2024.01.04 | 1. Change of the internal auditor proposal. 2. Review of the 2024 capital expenditure budget proposal. | All members agreed to pass |
2024.02.15 | 1. The Company’s 2023 annual financial report and business report. 2. The issuance of restricted employee shares for 2023 3. Proposal to terminate the public offerings of ordinary shares, or issue new shares to participate in GDRs, or private placements of ordinary shares, or overseas or domestic convertible bonds that was adopted at the 2023 General Shareholders’ Meeting. 4. Proposal to conduct public offerings of ordinary shares, or issue new shares to participate in GDRs, or private placements of ordinary shares, or overseas or domestic convertible bonds. 5. Proposal for the company’s endorsements and guarantees | All members agreed to pass |
2024.05.08 | 1. Proposal for a capital-raising plan. 2. Proposal for new investment projects. | All members agreed to pass |
2024.08.12 | 1. Proposal for the 2024 issuance of new restricted employee shares. | All members agreed to pass |
2024.11.07 | 1. Draft audit plan for 2025. | All members agreed to pass |