Committees
The Company has established an Audit Committee on November 2021 to exercise the authorities required by the Securities and Exchange Act, the Company Act and other laws and regulations to assist the Board of Directors in supervising the Company’s quality and integrity in the implementation of relevant accounting, auditing, financial reporting procedures and financial control.
The annual work focus and authority
(1) The main function of the Audit committee is to supervise the following matters:
- Fair presentation of the financial reports of the Company
- The hiring(and dismissal), independence of certificated public accountants and their performance.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management and control of the existing or potential risks of the Company.
(2)The powers of the committee are as follows:
- The adoption or amendment to the internal control system pursuant to Article 14-1 of the Securities and
Exchange Act. - Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures
for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others. - Matters in which a director is an interested party
- Asset transactions or derivatives trading of a material nature
- Loans of funds, endorsements, or provision of guarantees of a material nature
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- Other material matters as may be required by the Company or by the competent authority.
Operations of the Audit Committee
| Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) |
| Independent Director | Hung-Chi Li | 4 | 1 | 80.00% |
| Independent Director | Chi-Tsung Huang | 5 | 0 | 100.00% |
| Independent Director | Yi-Hung Chou | 5 | 0 | 100.00% |
The Major Resolutions of Audit Committee
Scope of duties of the Remuneration Committee
The company established the Remuneration Committee in November 2011 to assist the Board of Directors in assessing the salary levels of company directors and executives in relation to the company’s operational performance. By carrying out the following duties, proposals will be submitted to the Board of Directors for discussion and resolution, and at least two meetings shall be held annually:
A. Periodically reviewing the Remuneration Committee Charter and making recommendations for amendments.
B. Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, and managerial officers of the Company.
C. Periodically assessing the degree to which performance goals for the directors, and managerial officers of the
Company have been achieved, setting the types and amounts of their individual compensation based on the
results of the reviews conducted in accordance with the performance assessment standards.
Operations of the Remuneration Committee
A total of 4 Remuneration Committee meetings were held in 2024. The attendance record was as followed:
| Title | Name | Attendance in Person | By Proxy | Attendance rate (%) |
| Independent Director Convener | Hung-Chi Li | 4 | 0 | 100% |
| Independent Director | Chi-Tsung Huang | 2 | 2 | 50% |
| Independent Director | Yi-Hung Chou | 4 | 0 | 100% |
The Major Resolutions of Remuneration Committee
| 2024 Major Resolutions of Remuneration Committee | 2023 Major Resolutions of Remuneration Committee | 2022 Major Resolutions of Remuneration Committee |
| 2021 Major Resolutions of Remuneration Committee |
The Communication between independent directors and Internal Auditors:
(I)The independent directors of the Company and the internal auditors shall meet regularly at least once a quarter and submit the audit report and deficiency tracking report for the previous month by the end of each month to report on the implementation status of the Company’s annual audit plan and the improvement of internal control deficiency tracking; a meeting may be convened at any time in case of material unusual matters.
(II)The 2024 major matters of the communications between independent directors (Audit Committee) and the chief internal auditor officer:
| Date | Descriptions of the major matters | Resolution |
| 113.01.08 | December 2023 Audit Report was submitted to independent directors for | No objection |
| 113.02.06 | January 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.02.20 Audit Committee | Report on the implementation of the audit plan for the fourth quarter of 2023 2023 Internal Control System Statement | No objection After review and submit to the Board for resolution |
| 113.03.08 | February 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.04.11 Audit Committee | Report on the implementation of the audit plan for the first quarter of 2024 | No objection |
| 113.04.10 | March 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.05.10 | April 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.06.07 | May 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.07.11 | June 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.07.25 Audit Committee | Report on the implementation of the audit plan for the second quarter of 2024 | No objection |
| 113.08.08 | July 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.09.09 | August 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.10.09 | September 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.10.24 Audit Committee | Report on the implementation of the audit plan for the third quarter of 2024 | No objection |
| 113.11.14 | October 2024 Audit Report was submitted to independent directors for review | No objection |
| 113.12.09 | November 2024 Audit Report was submitted to independent directors for review | No objection |
(I)The Company’s independent directors and the independent auditors meet regularly at least once a quarter. The independent auditors discuss the results of the audit/review of the Company’s financial reports at the Audit Committee meeting, and communicate fully with the Company regarding whether the amendments to laws have any material impact on the Company.
(II)The 2025 major matters of the communications between independent directors (Audit Committee) and the CPAs:
| Date | Descriptions of the major matters | Resolution |
| 114.03.05 |
| No objection |
| 114.05.13 |
| No objection |
| 114.07.29 |
| No objection |
| 114.10.28 |
| No objection |