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 comprises 14%, and Independent Directors comprises 43%. The Independent Directors with the serve term is less than 3 years.The average age of Board Members is 69, and 4 Directors are 51-60 years old, 3 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

Tai, Wei-Heng

  • Education -
  • MIT Sloan
  • Experience -
  • Person in charge of Paralink Asset Management Asia Ltd.
  • ChinaRun Capital Partners Inc.Founder
  • General Manager and Director of Hep Tech Co., Ltd.、Director of D-LINK Corportion

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

Tai, Wei-Heng

  • Education -
  • MIT Sloan
  • Experience -
  • Person in charge of Paralink Asset Management Asia Ltd.
  • ChinaRun Capital Partners Inc.Founder
  • General Manager and Director of Hep Tech Co., Ltd.、Director of D-LINK Corportion

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.