Audit Committee
Corporate Governance
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Audit Committee
Key review focuses of the Company’s Audit Committee for the year include: Financial statements, selection (dismissal) and independence assessment of CPAs, revision of internal control systems and implementation of internal audits, significant assets, derivatives, loans and guarantees, matters involving the interests of directors, and significant matters as required by the competent authorities. The Committee is composed of all independent directors, with 1 convener, and 3 independent directors possessing expertise in accounting, finance, and business operations respectively. Meetings are held at least once quarterly as required and may be convened as needed.
Audit Committee Members
| Title | Name | Education and Experience | Appointment Date |
|---|---|---|---|
| Independent Director (Convener) |
Ted Lee |
|
2023.12.29 |
| Independent Director | Sam Chen |
|
2023.12.29 |
| Independent Director | Peter Teng |
|
2024.03.14 |
Operation of the Audit Committee
The Company established an Audit Committee on December 29, 2023, comprising 3 independent directors as committee members. From December 29, 2023 to the present, the Audit Committee has convened 14 meetings (A). The attendance of independent directors during this period is as follows：
| Title | Name | Actual Attendance(B) | Attendance by Proxy | Actual Attendance Rate(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Ted Lee | 14 | - | 100% | - |
| Independent Director | Sam Chen | 14 | - | 100% | - |
| Independent Director | Peter Teng | 12 | - | 100% | Elected on March 14, 2024 Number of meetings required to attend: 12 |
| Independent Director | Shih-Wei Sun | 2 | - | 100% | Resigned on February 19, 2024 Number of meetings required to attend: 2 |
The content of proposal and resolution results of the Audit Committee meeting are as follows：
| Date | Term | Content of Proposal |
Audit Committee Resolution Results |
The Company's response to Audit Committee opinions |
|---|---|---|---|---|
| 2024.01.16 |
1st term 2nd meeting |
1.The Company's revised 2022 business report and restated financial report 2.The Company's revised earnings distribution proposals for 2021 and 2022 3.The Company's 2024 business plan 4.The Company's 2024 audit plan 5.Establishment of the Company's Management Measures |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.03.22 |
1st term 3rd meeting |
1.The Company's 2023 business report and financial report 2.The Company's earnings distribution proposal for 2023 3.Assessment of the independence and competency of the Company’s CPAs 4.Assessment of the effectiveness of the internal control system and the statement 5.Revision of the Company's “Rules of Procedure for the Audit Committee” and the “Regulations Governing Procedure for Board of Directors Meetings” |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.04.26 |
1st term 4th meeting |
1.Appointment and remuneration assessment of the Company's CPAs 2.The Company’s consolidated financial report for 2024 Q1 |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.08.19 |
1st term 5th meeting |
1.The Company’s consolidated financial report for 2024 Q2 2.Assessment of the effectiveness of the internal control system and the statement |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.11.07 |
1st term 6th meeting |
1.The Company’s consolidated financial report for 2024 Q3 2.Establishment of the Company's “Sustainability Report Preparation and Assurance Procedures” 3.Amendments to the Company’s internal control system |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.01.16 |
1st term 7th meeting |
1.The Company's 2025 business plan | Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.03.14 |
1st term 9th meeting |
1.The Company's 2024 business report and financial report 2.The Company's earnings distribution proposal for 2024 3.Assessment of the independence, competency and appointment remuneration of the Company’s CPA 4.Assessment of the effectiveness of the Company’s internal control system and the statement of internal control system |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.05.06 |
1st term 10th meeting |
1.The Company’s consolidated financial report for 2025 Q1 | Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.08.21 |
1st term 11th meeting |
1.The Company’s consolidated financial report for 2025 Q2 2.Endorsement and guarantee for subsidiaries |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.11.05 |
1st term 14th meeting |
1.The Company’s consolidated financial report for 2025 Q3 2.The Company's 2026 audit plan 3.Personnel matters of the Company |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
Remuneration Committee
1.Regularly review the organizational charter and propose suggestions for revision.
2.Regularly review the performance evaluation standards, long-term performance objectives, and compensation policies, systems, standards, and structures for the Company's directors, independent directors, and managers.
3.Periodically assess the degree to which performance goals for the directors, independent directors, and managers of the Company have been achieved, and set the types and amounts of their individual remuneration based on the results of evaluations conducted in accordance with the performance evaluation standards.
The Committee consists of 3 members, appointed by resolution of the Board of Directors. It is composed of all independent directors. Meetings are convened in accordance with the law.
Remuneration Committee Members
| Title | Name | Education and Experience | Appointment Date |
|---|---|---|---|
| Convener | Sam Chen |
|
2023.12.29 |
| Member | Ted Lee |
|
2023.12.29 |
| Member | Peter Teng |
|
2024.03.14 |
Note:：The current members of the Company's Remuneration Committee do not fall under any of the circumstances specified in any of the sub-paragraphs of Article 30 of the Company Act.
Operation of the Remuneration Committee
(1)The Remuneration Committee of the Company consists of 3 members.
(2)The term of office of the current members：The Company established a Remuneration Committee on December 29, 2023, with a term from December 29, 2023 to December 28, 2026. The Committee consists of 3 independent directors as committee members. Since its inception to the present, the Remuneration Committee has convened 12 meetings (A).
The qualifications and attendance of members are as follows：
| Title | Name | Actual Attendance (B) | Attendance by Proxy | Actual Attendance Rate (B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Sam Chen | 12 | - | 100% | - |
| Member | Ted Lee | 12 | - | 100% | - |
| Member | Peter Teng | 10 | - | 100% | Elected on March 14, 2024 Number of meetings required to attend: 10 |
| Member | Shih-Wei Sun | 2 | - | 100% | Resigned on February 19, 2024 Number of meetings required to attend: 2 |
Summary of content of proposal and resolution results of the Remuneration Committee meeting
| Date | Term | Content of Proposal | Remuneration Committee Resolution Results | The Company’s response to Remuneration Committee opinions |
|---|---|---|---|---|
| 2024.01.16 |
1st term 2nd meeting |
1.The Group's various salary and compensation policies, systems, standards and structures. 2.Remuneration of current directors and independent directors. 3.Travel allowance amounts for current directors and independent directors. 4.Distribution of monthly remuneration and year-end bonuses to the Company’s managers within the Group for 2024. |
Except for members recusing themselves during discussions and voting on matters involving their own interests, the proposal was approved as submitted upon the Chairman's consultation with the remaining members in attendance. | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.01.16 |
1st term 3rd meeting |
1.Remuneration and travel allowance amounts for the Company's independent directors | Except for members recusing themselves during discussions and voting on matters involving their own interests, the proposal was approved as submitted upon the Chairman's consultation with the remaining members in attendance. | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.03.14 |
1st term 4th meeting |
1.Distribution of remuneration to employees and directors of the Company in 2023. | Except for members recusing themselves during discussions and voting on matters involving their own interests, the proposal was approved as submitted upon the Chairman's consultation with the remaining members in attendance. | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.04.26 |
1st term 5th meeting |
1.Distribution of employee remuneration to the Company’s managers in 2023. 2.Adjustment of proportion of monthly remuneration and year-end bonuses for the Company’s managers within the Group for 2024. |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.08.19 |
1st term 6th meeting |
1.Salary adjustment for the Company's managers within the Group for 2024. | Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2024.11.07 |
1st term 7th meeting |
1.Distribution of remuneration to the Company's managers within the Group for 2024. 2.Allocation of the new shares issued for cash capital increase in the Company's initial public offering to managerial employees. |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.01.16 |
1st term 8th meeting |
1.Distribution of monthly remuneration and year-end bonuses to the Company’s managers within the Group for 2025. | Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.03.14 |
1st term 9th meeting |
1.Distribution of employee remuneration to the Company’s managers in 2024. | Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.05.06 |
1st term 10th meeting |
1.Distribution of employee remuneration to the Company’s managers in 2024. 2.Personnel matters of the Company. |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.08.21 |
1st term 11th meeting |
1.Salary adjustment for the Company's managers within the Group for 2025. 2.Distribution of remuneration to individual directors of the Company in 2024. |
Except for members recusing themselves during discussions and voting on matters involving their own interests, the proposal was approved as submitted upon the Chairman's consultation with the remaining members in attendance | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
| 2025.11.05 |
1st term 12th meeting |
1.Personnel matters of the Company. 2.Distribution of remuneration to the Company's managers within the Group for 2025. |
Approved as submitted | Submitted to the Board of Directors' meeting and approved by all directors in attendance |
