Committees

Operation of the Compensation Committee

The Company established the Compensation Committee upon the approval of the Board of Directors on December 28, 2011. The fourth term of the Compensation Committee comprises Independent Directors Mr. Cheng-Ta Tsai, Mr. Kejing Chen, Mr. Ming-Hsing Yeh, and Mr. Shean-Juinn Chiou, with Mr. Cheng-Ta Tsai serving as the convener. The term of office is from June 9, 2023, to June 8, 2026. The Committee convenes at least twice a year, exercises its duties with the care of a good administrator, and submits its recommendations to the Board of Directors for discussion.

Attendance of the committee members is as follows:

In 2023–2024, the fifth term of the Compensation Committee convened 3 meetings. The qualifications and attendance of the committee members are as follows:

Duties of the Compensation Committee

The Committee shall faithfully perform the following duties with the care of a good administrator and submit its recommendations to the Board of Directors for discussion.

• 1
  Establish and periodically review the performance evaluation and compensation policies, systems, standards, and structures for directors, supervisors, and managerial officers.
• 2
  Regularly evaluate and determine the compensation for directors, supervisors, and managerial officers.
• 3
  Regularly review the Compensation Committee’s operating procedures and assess whether to propose amendments.

Compensation Committee Meeting Minutes

Content	Download
2024 Compensation committee meeting minutes
2023 Compensation committee meeting minutes
2022 Compensation committee meeting minutes
2021 Compensation committee meeting minutes

Audit Committee Operations

The company established an Audit Committee on June 12, 2020. It's composed entirely of independent directors. The second-term members are Mr. Cheng-Ta Tsai, Mr. Kejing Chen, Mr. Ming-Hsing Yeh, and Mr. Shean-Juinn Chiou. Mr. Cheng-Ta Tsai serves as the convener. Their term runs from June 9, 2023, to June 8, 2026.

The Audit Committee operates in accordance with the company's “Organizational Regulations of the Audit Committee” and relevant laws and regulations. It holds meetings quarterly, prior to board meetings, to review the company's internal control system, the execution of internal audits, and significant financial and business activities. The committee also communicates and interacts with internal auditors and certified public accountants to effectively oversee company operations and risk management. Key deliberation matters include:

• Reviewing quarterly financial statements

• Issuance or private placement of securities

• Accounting policies and procedures

• Evaluation of internal control system effectiveness

• Direct or indirect investments

• Significant asset or derivative transactions

• Significant loans of funds, endorsements, or provision of guarantees

• Company risk management

• Regulatory compliance

• Appointment, dismissal, compensation, and independence assessment of the certified public accountant

Audit Committee Responsibilities

Assisting the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the company's accounting, auditing, financial reporting processes, and financial controls.
The company's Audit Committee holds meetings at least once every quarter. The Head of Internal Audit reports on the company's internal audit execution and internal control operations, engaging in discussions with the independent directors.

Audit Committee Meeting Minutes

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2024 Audit Committee Meeting Minutes
2023 Audit Committee Meeting Minutes
2022 Audit Committee Meeting Minutes
2021 Audit Committee Meeting Minutes
2020 Audit Committee Meeting Minutes

Sustainable Development Committee Operations

The company's board of directors approved the establishment of the Sustainable Development Committee on November 8, 2024. The first committee members are Director Susan Yang, Independent Director Cheng-Ta Tsai, and Independent Director Ming-Hsing Yeh. Ms. Susan Yang serves as the convener. Their term runs from November 8, 2024, to June 8, 2026. The committee will hold at least one meeting annually. The purpose of the Sustainable Development Committee is to assist the board in continuously promoting corporate sustainability and enhancing corporate governance to achieve the goal of sustainable operations.
This committee, authorized by the board of directors, should faithfully perform the following duties with the care of a good administrator, and report to the board. Its duties should include:

• Developing, promoting, and strengthening the company's sustainable development policies, annual plans, and strategies.

• Reviewing, tracking, and revising the implementation and effectiveness of sustainable development.

• Overseeing sustainability information disclosure and reviewing the sustainability report.

• Overseeing the execution of the company's sustainable development guidelines or other sustainability-related work resolved by the board of directors.

Attendance of the committee members is as follows:

Sustainable Development Committee Meeting Minutes

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2024 Sustainable development committee meeting minutes