Audit Committee

The audit committee of the company is composed of 4 independent directors. The main purpose of the operation of this committee is to supervise the following:

  1. Fair representation of the company's financial statements.
  2. Selection (dismissal), independence and performance of certified accountants.
  3. Effective implementation of the company's internal control.
  4. The company follows relevant laws and regulations
  5. Management and control of existing or potential risks of the company.

The committee meets at least once a quarter, and may hold meetings as often as necessary. 8 meetings were held in 2023 and the items discussed were as follows, which were passed by the audit committee as the case.

  1. Half-year/year business report and earnings distribution, quarterly financial statement
  2. Annual Statement of Internal Control System
  3. Derivative Commodity Trading
  4. Donation case
  5. Assessment of the independence and suitability of the Company's CPAs.

Communication and independent assessment of assessment between independent directors, internal audit supervisors, and accountants.

The communication between the independent directors and the internal audit supervisor is good, and there are at least 4 communication meetings every year. The summary of communication cases in 2023 is as follows:

Date Communication content Communication results
March 15, 2023 1. Audit work report from October to December 2022.
2. The 2022 annual internal control self-assessment work completion case (internal control system statement).
Noted, no other suggestions.
May 10, 2023 Audit work report from January to March 2023. Noted, no other suggestions.
August 10, 2023 Audit work report from April to June 2023. Noted, no other suggestions.
November 13, 2023 1. Audit work report from July to September 2023.
2. 2024 annual audit plan
Noted, no other suggestions.

The communication between independent directors and certified accountants is good, at least 2 communication meetings are held every year, and independent directors have no other suggestions. The summary of communication cases in 2023 is as follows:

Date Communication content Communication results
March 15, 2023 2022 annual consolidated/individual financial report inspection results
2022 annual accountant's key inspection report and the impact of legal updates
Noted, no other suggestions.
August 10, 2023 Review results of the consolidated financial report for the first half of 2023 Noted, no other suggestions.
November 13, 2023 Review results of the consolidated financial report for the Q3 of 2023 Noted, no other suggestions.

Assess the independence of the certified public accountant

The Audit Committee of the Company evaluates the independence and appropriateness of the CPAs annually and, in addition to requesting the CPAs to provide a "Statement of Extraordinary Independence", and conducts the evaluation in accordance with the criteria in Note 2. After confirming that the accountants have no financial interest or business relationship with the Company other than the fees for auditing and financial tax cases, and that the members of the accountants' family do not violate the independence requirements, the results of the latest annual evaluation have been discussed and approved by the Audit Committee on November 13, 2023, and were submitted to the board of directors for approval of the independence evaluation of the accountants on November 13, 2023.

Item Evaluation Item Yes No
1 As of the latest auditing, there has no change within seven years. v  
2 There is no material financial interest with the principal. v  
3 Avoidance of any inappropriate relationship with the principal. v  
4 Accountants shall ensure the integrity, impartiality and independence of their associates. v  
5 The financial statements of the service provider for the two years prior to the commencement of business shall not be subject to audit. v  
6 The name of the accountant shall not be used for others. v  
7 Not holding the share of the Company and its affiliates. v  
8 No monetary borrowings with the Company and its affiliates. v  
9 No joint investment or benefit-sharing relationship with the Company or its affiliates. v  
10 Not holding regular employment in the Company or its affiliates and receiving a fixed salary. v  
11 Not involving the management position regarding the decision-making of the Company or its affiliates. v  
12 Not engaging in any other business that results in the loss of independence. v  
13 Not related to the Company's management by spouse or within the second degree of kinship. v  
14 Not receiving commission in connection with the business. v  
15 No disciplinary action has been taken or the principle of independence has been compromised as of the date. v  

Compensation Committee

Operations of the Remuneration Committee

  1. There are three members of the Company's Remuneration Committee.
  2. The term of tenure is from May 28, 2020 to May 27, 2023. In 2023, the Compensation Committee held 2 meetings. The following lists the attendance of members of the Remuneration Committee:
  3. Title Name Actual attendance Proxy attendance Actual Attendance Rate (%)
    Convener Hsueh, Pin-Pin 2 0 100%
    Member Chen, Tai-Ming 2 0 100%
    Member Wang, Chen-Wei 2 0 100%
  4. The term of tenure is from May 31, 2023 to May 30, 2026. In 2023, the Compensation Committee held 2 meetings. The following lists the attendance of members of the Remuneration Committee:
Title Name Actual attendance Proxy attendance Actual Attendance Rate (%)
Convener Chiu,
kuan-Hsun
2 0 100%
Member Wang, Chen-Wei 1 1 50%
Member Lin,
Pi-Jung
2 0 100%

Remuneration Committee Responsibilities

Members of the Remuneration Committee shall, with a duty of care, faithfully perform the following powers and submit their recommendations to the board for discussion:

  1. Regularly review the charter and make suggestions for amendments.
  2. Set and regularly review the annual and long-term performance targets, and the policies, systems, standards and structures of the remuneration of the Company’s directors, supervisors and managerial officers.
  3. Regularly review the achievement of performance targets of the Company's directors, supervisors and managerial officers and determine the content and amount of their individual remuneration.

Remuneration Committee meeting information

Date Communication content Communication results The company's handling of the opinions of the remuneration committee
January 17, 2023 Manager's change approved by all members Submitted to the board of directors and approved by BoD
March 15, 2023 2022 employee compensation and director remuneration distribution amount and methods. approved by all members Submitted to the board of directors and approved by BoD
August 10, 2023 1. Review the Company's policy and standards for remuneration of managers in 2023.
2. Review the distribution details of directors' remuneration for 2022.
approved by all members Submitted to the board of directors and approved by BoD
November 9, 2022 Proposal to amend the Company’s “Compensation Management Measures” approved by all members Submitted to the board of directors and approved by BoD

Other items to be recorded:
If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall state the date, period, content of the proposal and the resolution of the Board of Directors and the company's handling of the opinions of the Compensation Committee (such as whether the salary compensation received by the Board of Directors is better than the salary compensation committee's recommendations, and should explain the difference and reasons): no such situation.

Functional Committee Member -112.05.31

Name Audit Committee Remuneration Committee
Wang, Chen-Wei, Independent Director
Lin, Pi-Jung, Independent Director
Chiu, Kuan-Hsun, Independent Director V(Convener) V(Convener)
Michel Chu, Independent Director