Corporate Governance
Committee
Board Diversity Policy -
In order to implement the policy of diversification of the Board members, the company clearly states in Article 20 paragraph 3 of the “Corporate Governance Principles” that the composition of the Board of Directors should be diversifies, and be appropriate in respect of its operation, business model and development needs. The diversity policy should include but not be limited to the following two standards:
- 01
- Basic conditions and values: gender, age, nationality and culture.
- 02
- Expertise and Skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
Members of the Board shall be generally equipped with the knowledge, skills and accomplishments necessary to perform their duties. In order to achieve the ideal goal of corporate governance, the overall capacity of the Board is as follows:
- Ability to judge and make business call.
- Capabilities for accounting and financial analysis.
- Ability for management.
- Capacity for crisis management.
- Industry knowledge.
- The international market perspective.
- Leadership skills.
- Decision-making capacity.
Implementation of Diversity of Board Members Policy
Directors with employee status comprise 28%, independent Directors comprise 43% and female directors comprise 29%. Among the 3 independent directors, one has a tenure of less than three years, and two have a tenure of less than six years. The average age of Board Members is 61, and 3 Directors are 51-60 years old, 4 Directors are 61-70 years old.
Remuneration Committee -
Referring to the similar roles of our industry, the Compensation
Committee is to review the
compensation plans and performance of the company's CEO and other named executive officers.
The responsibilities include：Regularly scrutinize the compensation committee charter and
provide recommendation to the Board for changes.
Establish and review routinely the annual performance target and long-term growth, relevant
to the policy, system, standard and structure of the company’s CEO and executives’
compensation plans. Periodically evaluate the achievement of the company's CEO and other
named executive officers. The evaluation will set to measure whether they have met their
benchmarks and advise the components and amount of the compensation. The compensation
committee shall meet two times a year but is not limited to those who need to make
recommendation to the Board due to emergency.
Compensation Committee
Chou, Yu-Cheng
- Education -
- Master of Accounting, University of Alabama
- Experience -
- Accountant of Nengxiang United Accounting Firm
- Independent Director of Axcen Photonics Corp.
- Independent Director of Certral Reinsurance Corp.
Hsu, Lung-Ling
- Education -
- PhD, Department of Chemistry, National Taiwan University
- Experience -
- Senior researcher and product marketing manager of Changxing Materials Industry Co., Ltd. Electronic Materials Associate Level
Chen, Li-Ching
- Education -
- Master of Business Studies, National Taiwan University
- Experience -
- Auditor of Anhou Jianye Certified Public Accountants
- Securities counter trading center manager
Duties of the Audit Committee -
The main function of the Audit Committee is to supervise the following matters:
- Fair presentation of the financial reports of this Corporation.
- The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
- The effective implementation of the internal control system of this Corporation.
- Compliance with relevant laws and regulations by this Corporation.
- Control of the existing or potential risks of this Corporation.
Audit Committee List
Chou, Yu-Cheng
- Education -
- Master of Accounting, University of Alabama
- Experience -
- Accountant of Nengxiang United Accounting Firm
- Independent Director of Axcen Photonics Corp.
- Independent Director of Certral Reinsurance Corp.
Hsu, Lung-Ling
- Education -
- PhD, Department of Chemistry, National Taiwan University
- Experience -
- Senior researcher and product marketing manager of Changxing Materials Industry Co., Ltd. Electronic Materials Associate Level
Chen, Li-Ching
- Education -
- Master of Business Studies, National Taiwan University
- Experience -
- Auditor of Anhou Jianye Certified Public Accountants
- Securities counter trading center manager
Communication between independent directors and internal audit supervisors and accountants
The head of internal audit delivers the previous month’s audit report and missing tracking report to independent directors for review every month, and reports to the independent directors on the audit implementation status at the audit committee; independent directors can request accountants to attend the audit committee or obtain from the company if necessary Contact information of the accountant.
