CORPORATE GOVERNANCE

Functional Committee

Audit Committee

Remuneration Committee

Audit Committee

Composition and Objectives

  1. Composition: The Committee shall be composed of all independent directors, with a minimum of three members. One member shall serve as the convener, and at least one member shall possess accounting or financial expertise.

  2. Term of Office: The term of office for independent directors on the Committee is three years, and they are eligible for re-election. In the event of a vacancy that results in fewer members than required by law or the Articles of Incorporation, a by-election shall be held at the next shareholders' meeting. If all independent directors are dismissed, an extraordinary shareholders' meeting shall be convened within 60 days to hold a by-election.

The primary objectives of the Committee are to oversee:

  • The fair presentation of the Company’s financial reports.

  • The appointment (dismissal), independence, and performance of Certified Public Accountants (CPAs).

  • The effective implementation of the Company’s internal control systems.

  • The Company’s compliance with relevant laws and regulations.

  • The management of the Company’s existing or potential risks.

Primary Responsibilities

The scope of authority of the Committee includes the following:

  1. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

  2. Assessment of the effectiveness of the internal control system.

  3. Establishment or amendment of procedures for significant financial or business actions pursuant to Article 36-1 of the Securities and Exchange Act (e.g., acquisition or disposal of assets, derivative trading, monetary loans, and endorsements or guarantees).

  4. Matters involving a director’s own interests (conflicts of interest).

  5. Significant asset or derivative transactions.

  6. Major monetary loans, endorsements, or provision of guarantees.

  7. The offering, issuance, or private placement of equity-linked securities.

  8. The appointment, dismissal, or compensation of CPAs.

  9. The appointment or dismissal of financial, accounting, or internal audit executives.

  10. Annual financial reports and semi-annual (Q2) financial reports audited and attested by CPAs.

  11. Other significant matters as stipulated by the Company or regulatory authorities.

Meeting Attendance

  • Current Term: October 23, 2025 – October 22, 2028.

  • Attendance Summary: During the period from January 1, 2025, to December 31, 2025, the Audit Committee held a total of 2 meetings.

Position

Name

Attendance in Person

Attendance by Proxy

Attendance Rate (%)

Comment

Convener

Han-Chiang, Chu

2 0 100%  

Member

Yen-Chen, Huang

2 0 100%  

Member

Hsing-I, Chen

2 0 100%  

Member

Ching-Ying, Tai

2 0 100%  

 


 

Remuneration Committee

Purpose and Objectives

The Committee shall maintain a professional and objective stance in evaluating the remuneration policies and systems for the Company’s directors and executives, providing recommendations to the Board of Directors for informed decision-making.

Core Objectives:

  • Establish and periodically review the policies, systems, standards, and structures of performance evaluations and remuneration for directors and executives.

  • Periodically evaluate and determine the specific content and amount of remuneration for directors and executives.

Primary Responsibilities 

The Committee shall exercise the due care of a good administrator and faithfully perform the following duties, submitting all recommendations to the Board for discussion:

  • Charter Maintenance: Review and propose amendments to this Charter as necessary.
  • Strategy & Structure: Establish and periodically review performance evaluation criteria, including annual and long-term performance goals, as well as the policies, systems, and structures of remuneration. These criteria shall be disclosed in the Annual Report.
  • Performance Assessment: Periodically evaluate the achievement of performance goals by directors and executives. Based on these evaluation results, the Committee shall determine individual remuneration content and amounts.
  • Transparency & Disclosure: The Annual Report shall disclose individual performance evaluation results, remuneration details, and the correlation and reasonableness between the two. These findings shall also be formally reported at the Shareholders' Meeting.

Meeting Attendance

  • Current Term: October 23, 2025 – October 22, 2028.

  • Attendance Summary: During the period from January 1, 2025, to December 31, 2025, the Remuneration Committee held a total of 2 meetings.

Position

Name

Attendance in Person

Attendance by Proxy

Attendance Rate (%)

Comment

Convener

Yen-Chen, Huang

2 0 100%  

Member

Han-Chiang, Chu

2 0 100%  

Member

Hsing-I, Chen

2 0 100%  

Member

Ching-Ying, Tai

2 0 100%  
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