Remuneration Committee
Functional Committees●Audit Committee
The Audit Committee of the Company is composed entirely of independent directors. In fulfilling its responsibilities, the Audit Committee is authorized under its organizational charter to conduct any necessary audits and investigations. It regularly communicates with the company's external auditors concerning their appointment, independence, and performance. Additionally, the internal audit department submits regular audit summaries to the Audit Committee according to the annual audit plan, which evaluates the company's internal control systems. The committee maintains direct channels of communication with the internal audit team, external auditors, and all employees. It also has the authority to appoint and oversee lawyers, accountants, or other consultants to assist in its duties.
The Audit Committee assesses the effectiveness of the company's internal control systems and policies (including financial, operational, risk management, information security, and regulatory compliance measures). It reviews reports from the audit department, external auditors, and management, including those related to risk management and regulatory compliance. The Audit Committee believes that the company's risk management and internal control systems are effective, with necessary control mechanisms in place to monitor and rectify non-compliant behavior.
Matters deliberated by the Audit Committee include:
- Establishing or amending internal control systems in accordance with Article 14-1.
- Assessing the effectiveness of internal control systems.
- Establishing or amending procedures for significant financial transactions such as asset acquisition or disposal, derivative transactions, loans to others, endorsements, or guarantees, in accordance with Article 36-1.
- Matters involving conflicts of interest among directors.
- Significant asset or derivative transactions.
- Significant loans, endorsements, or guarantees.
- Issuance, offering, or private placement of equity securities.
- Appointment, dismissal, or remuneration of external auditors.
- Appointment or dismissal of financial, accounting, or internal audit executives.
- Annual financial reports signed or sealed by the Chairman, executives, and accounting executives, and the second quarter financial reports requiring auditor verification.
- Other significant matters as required by company or regulatory authorities.
The Audit Committee convenes regular meetings at least quarterly. For details regarding the convening of committee meetings and attendance rates of each member, please refer to the Company's annual reports.
Members:
Name | Education/Current Position |
---|---|
Cheermore Huang |
Master, Institute of Electrical Engineering, National Tsing Hua University Supervisor, Asmeditron Inc. |
James Hou | Master, Information Science, Ohio State University Master, Department of Computer Science,National Tsing Hua University Chairman, 94BOT Co., Ltd. Chairman, Bo Ku Network Co., Ltd. |
Ker-Jer Huang | PhD, Department of Power Machinery, Tsing Hua University Energy Resources International Co. Ltd |
Yu-Hsia Chan | Accounting Institute, Soochow University Director of Finance, Authenx Inc. |
●Compensation Committee
The Company's Board of Directors has established the Compensation Committee, comprised of members appointed by the Board. Its primary responsibilities include periodically reviewing the performance evaluation and compensation policies of directors and executives, and submitting recommendations to the Board for discussion. The Compensation Committee consists of three members.
The Compensation Committee holds regular meetings at least twice annually. For details regarding the convening of committee meetings and attendance rates of each member, please refer to the Company's annual reports.
Name | Education/Current Position |
---|---|
Cheermore Huang |
Master, Institute of Electrical Engineering, National Tsing Hua University Supervisor, Asmeditron Inc. |
James Hou | Master, Information Science, Ohio State University Master, Department of Computer Science,National Tsing Hua University Chairman, 94BOT Co., Ltd. Chairman, Bo Ku Network Co., Ltd. |
Ker-Jer Huang | PhD, Department of Power Machinery, Tsing Hua University Energy Resources International Co. Ltd |
●Governance Manager
The Company has appointed a Governance Manager with the following primary responsibilities:
- Handling matters related to Board and Shareholders' meetings in accordance with the law.
- Compiling minutes of Board and Shareholders' meetings.
- Assisting directors in their appointments and continuing education.
- Providing necessary information for Board operations.
- Assisting directors in compliance with legal requirements.
- Conducting legal assessments on the qualification of independent directors.
- Assisting in matters related to the resignation or replacement of directors or representatives.