Audit Committee
The company's Audit Committee is composed of four independent directors. For the professional qualifications and experience of the members, please refer to the introduction of the board members. The primary purpose of this committee's operations is to oversee the following matters:
- Fair representation of the company's financial statements.
- Selection (dismissal), independence and performance of certified accountants.
- Effective implementation of the company's internal control.
- The company follows relevant laws and regulations
- 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. 4 meetings were held in 2024 and the major items discussed were as follows, which were passed by the audit committee as the case.
- Half-year/year business report and earnings distribution, quarterly financial statement
- Annual and quarterly financial reports
- Annual Statement of Internal Control System
- Derivative Commodity Trading
- Donation case
- Assessment of the independence and suitability of the Company's CPAs.
- Investment cases
- Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to other, or endorsement of guarantees for others
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 2024 is as follows:
Date | Communication content | Communication results |
---|---|---|
March 13, 2024 | 1. The internal audit report from October to December 2023. 2. The 2023 annual internal control self-assessment work completion case (internal control system statement). |
Noted, no other suggestions. |
May 08, 2024 | Audit work report from January to March 2024. | Noted, no other suggestions. |
August 13, 2024 | Audit work report from April to June 2024. | Noted, no other suggestions. |
November 06, 2024 | 1. Audit work report from July to September 2024. 2. 2025 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 2024 is as follows:
Date | Communication content | Communication results |
---|---|---|
March 13, 2024 | 2023 annual consolidated/individual financial report inspection results 2023 annual accountant's key inspection report |
Noted, no other suggestions. |
May 08, 2024 | Review results of the consolidated financial report for the Q1 of 2024 | Noted, no other suggestions. |
August 13, 2024 | Review results of the consolidated financial report for the Q2 of 2024 | Noted, no other suggestions. |
November 06, 2024 | Review results of the consolidated financial report for the Q3 of 2024 The effect of newly revised laws and regulations. |
Noted, no other suggestions. |
Assess the independence of the certified public accountant
The company's Audit Committee conducts an annual assessment of the independence and suitability of the appointed certified public accountants. In addition to requiring the accountants to provide a 'Declaration of Independence' and 'Audit Quality Indicators,' the assessment is conducted according to the standards outlined in the table below. After confirming that the accountants have no other financial interests or business relationships with the company, aside from fees for auditing and tax-related matters, and that the family members of the accountants do not violate independence requirements, the assessment results for the most recent year were discussed and approved by the Audit Committee on March 13, 2024, and subsequently submitted to the Board of Directors for approval on March 13, 2024.
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
- There are three members of the Company's Remuneration Committee.
- The term of tenure is from May 31, 2023 to May 30, 2026. In 2024, 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 | 2 | 0 | 100% |
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:
- Regularly review the charter and make suggestions for amendments.
- 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.
- 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 |
---|---|---|---|
March 13, 2024 | 2023 employee compensation and director remuneration distribution amount and methods. | approved by all members | Submitted to the board of directors and approved by BoD |
August 13, 2024 | Review the Company's policy and standards for remuneration of managers in 2024. Review the distribution details of directors' remuneration for 2023. |
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 -2023.05.31 to 2026.05.30
Name | Audit Committee | Remuneration Committee |
---|---|---|
Wang, Chen-Wei, Independent Director | V | V |
Lin, Pi-Jung, Independent Director | V | V |
Chiu, Kuan-Hsun, Independent Director | V(Convener) | V(Convener) |
Michel Chu, Independent Director | V |