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Auditing Committee
The Auditing Committee members are three independent directors, term of office from 2023/06/09 to 2026/06/08, member details are as following：
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
Annual major focus of the Auditing Committee：

1. Review of the company's financail statements, and communicate with auditing CPA about audit results periodically.
2. Communicate with the internal audit officer about audited results periodically, and review annual internal audit plan.
3. Evaluate the effectiveness of the internal control systems.
4. Adopt and amend the procedures of material financial and business acts for the acquisition and disposal of assets, derivative trade,
loaning of funds to others, endorsements and guarantees.
5. Material transactions of assets or derivative trade.
6. Compliance of laws and regulations.
7. The hiring or dismissal of auditing CPAs, or the compensation given thereto.
8. Evaluate of auditing CPAs' records and independence.

In 2024, there are 4 Auditing Committee Meetings, attendance of Independent Director is as following：
Title
Name
Attendance in person
Attendance by proxy
Actual attendance rate (%)
Remark
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Attendance in person
    4
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Re-appointed.
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Attendance in person
    4
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Attendance in person
    4
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Attendance in person
    4
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
I. If any of the following applies to the operation of the Auditing Committee, specify the date, session, content of motions of the Board, the resolution of the Auditing Committee and the response of the Company to the opinions of the Auditing Committee：

  • (I) According to Article 14-5 of the Securities and Exchange Act: Approved by the Auditing Committee and presented to the Board
    1. Passed by the 1st session of the Board on March 13, 2024：
    (a) Passed the financial statements of 2023.
    (b) Passed the evaluation of the effectiveness of the internal control system.
    (c) Passed the evaluation of the independence of CPAs and appointment.

  • 2. Passed by the 3rd session of the Board on August 14, 2024：
    (a) Passed the financial statments of Q2 2023.
    (b) Passed the appointment of the Financial Officer.

    3.Passed by the 4th session of the Board on November 13, 2024：
    (a)Passed the financial statements of Q3 2024.
    (b)Passed the new internal control SOP and related procedures about sustainable information management.
    (c)Passed the 2025 Audit Plan.
    (d)Passed the disposal of Innolux owned shares in public matket.

  • (II) In addition to the above issues, other issues not passed by the Auditing Committee but passed by the Board with the consent of more than two thirds of the Directors: None.

II. In the recusal of the Independent Directors to avoid the conflict of interest, specify the names of the Directors, the content of the motions, the reasons for recusal, and the participation in voting: Motions proposed to the Board in this year did not require recusal due to the conflict of interest.
Remuneration Committee
The Remuneration Committee members are three independent directors, term of office from 2023/06/09 to 2026/06/08, member details are as following :
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion.
1.Periodically reviewing this Charter and making recommendations for amendments.
2.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, supervisors, and managerial officers of this Corporation, and disclose the contents of the performance assessment standards in the annual report.
3.Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers 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.

In 2024, there are 5 Remuneration Committee Meetings, attendance of Independent Director is as following :
Title
Name
Attendance in person
Attendance by proxy
Actual attendance rate (%)
Remark
  • Title
    Convener
    Name
    Lin, Jing-Wei
    Attendance in person
    5
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Member
    Name
    Kuo, Ming-Yi
    Attendance in person
    5
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Member
    Name
    Chen, Chih-Keng
    Attendance in person
    5
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
Additional information :

  • I. If the Board declines to accept or revise the recommendations of the Remuneration Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Remuneration Committee (if the Board resolved a better remuneration than the recommendation of the Remuneration Committee, specify the difference and the reason for the difference): None.

  • II. If a member of the Remuneration Committee has adverse or qualified opinions on the resolutions of the Remuneration Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: None.

Date
Meeting
Motions for discussion
Resolution
The response of the Company to the opinions of the members
  • Date
    2024/08/14
    Meeting
    The 8th meeting of the 5the session
    Motions for discussion
    1.The amendment of "Evaluation procedure for the Board of Directors”.
    2.The salary and performance evaluation of new Financial Officer.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2024/05/14
    Meeting
    The 7th meeting of the 5the session
    Motions for discussion
    1.The distribution of remuneration to directors of 2023.
    2.The adjustment of salary structure of the company officers.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2024/03/13
    Meeting
    The 6th meeting of the 5the session
    Motions for discussion
    Proposal for remuneration to employees and directors in 2023.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2024/02/05
    Meeting
    The 5th meeting of the 5the session
    Motions for discussion
    1.Rules of employee annual performance evaluation.
    2.The distribution of performance bonus of the company officers for 2023.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2024/01/25
    Meeting
    The 4th meeting of the 5the session
    Motions for discussion
    The proposal of performance bonus distribution of the compnay officers for 2023.
    Resolution
    No decison/ provide more information for next meeting.
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2023/11/13
    Meeting
    The 3rd meeting of the 5the session
    Motions for discussion
    1.Proposal for the release of year-end bonuses and performance bonuses to the employees in 2023.
    2.Distribution of employee bonuses in 2022.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2023/08/08
    Meeting
    The 2nd meeting of the 5the session
    Motions for discussion
    The annual salary and performance evaluation of newly prompted main managers.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2023/06/09
    Meeting
    The first meeting of the 5th session
    Motions for discussion
    Elected the convener.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2023/05/09
    Meeting
    The 12th meeting of the 4th session
    Motions for discussion
    Proposal for remuneration distribution to directors in 2022.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2023/03/14
    Meeting
    The 11th meeting of the 4th session
    Motions for discussion
    Proposal for remuneration to employees and directors in 2022.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
Nomination Comittee
The Nomination Committee members are three directors, term of office from 2023/06/09 to 2026/06/08, member details are as following :
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Director
    Name
    Huang, Feng-An
    Gender
    Male
    Experiences/Education
    VP of the company (Retired)
    Bachelor of Accounting, Feng Chia University
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
Duties of the Nomination Committee

The Company established a Nomination Committee in March 2023 with the following responsibilities:
1. Nominate the Company's director candidates and review the qualifications of director candidates.
2. Construct the organizational structure of each functional committee under the board of directors, and review the establishment and amendment of the charters of each functional committee.
3. Review the establishment and amendment of the regulations related to the operation of the Board of Directors of the Company.
4. Review the Company's Corporate Governance Best-Practice Principles.
5. Other matters as instructed by the Board of Directors to the Committee.

In 2024, there was 1 Nomination Committee Meeting, attendance of Independent Director is as following :
Title
Name
Attendance in person
Attendance by proxy
Actual attendance rate (%)
Remark
  • Title
    Convener
    Name
    Cheng, Wen-Jung
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    -
  • Title
    Member
    Name
    Huang, Feng-An
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    -
  • Title
    Member
    Name
    Chen, Chih-Keng
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    -
Date
Motions for discussion
Resolution
The response of the Company to the opinions of the members
  • Date
    2024/05/14
    Motions for discussion
    The amendment to the company's "Rule of Procedure for BOD Meeting".
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
Communication between the Independent directors and the Internal auditor and the CPAs
Communication between the independent directors and the CPAs

  • I Communication policy between the independent directors and the CPAs
    1. In addition to participating in the corporate governance meetings regularly held by the audit committee (at least twice a year), the CPAs will directly communicate and discuss with independent directors, and will also communicate and discuss in writing form when necessary. The scope of communication includes the independence and related responsibilities of accountants when review the group’s consolidated financial statements, review of planning related matters, review of major findings (including adjustment entries and significant deficiencies in internal control, etc.), review of the report content and the review results of the interim consolidated financial statements .

  • 2. The audit committee shall complete the audit report after considering the consolidated financial statements and the audit opinion audited by professional accountants.

  • II Summary of the communication between the Independent directors and the CPAs :

Date
Summary
  • Date
    2023/12/05
    Summary
    The CPAs explained and communicated with independent directors about topics including auditors' responsibility, audit plan, independence, quality management system, and self-preparation of financial statements in an online meeting.
  • Date
    2023/11/13
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q3 2023 and the Auditors’ Report in writing for communication.
  • Date
    2023/08/08
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q2 2023 and the Auditors’ Report in an online meeting.
  • Date
    2023/05/09
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2023 and the Auditors’ Report in writing for communication.
  • Date
    2023/03/14
    Summary
    The CPAs communicated and discussed with independent directors about topics including, responsibility, independence, audit plan and audit results of 2022 consolidated financial statements in the meeting.
  • Date
    2022/12/02
    Summary
    The CPAs explained and communicated with independent directors about topics including auditors' responsibility, audit plan, IESBA Code, AQI in an online meeting.
  • Date
    2022/11/08
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q3 2022 and the Auditors’ Report in writing for communication.
  • Date
    2022/08/09
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q2 2022 and the Auditors’ Report in an online meeting.
  • Date
    2022/05/10
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2022 and the Auditors’ Report in writing for communication.
  • Date
    2022/03/22
    Summary
    The CPAs communicated and discussed with independent directors about topics including, responsibility, independence, audit plan and audit results of 2021 consolidated financial statements in the meeting.
Communication between the independent directors and the internal auditor：

  • I Communication policy between the independent directors and the internal auditor：
    The internal auditor participates in quarterly audit committee meetings and reports to the independent directors report on the implementation of the company's annual audit plan and the improvement of internal control deficiencies. In addition, the previous month’s audit report and deficiencies tracking report are submitted to independent directors by the end of each month for review. In case of major abnormal events, a meeting can be called at any time.

  • II Summary of the communication between the Independent directors and the internal auditor :

Date
Highlight Summary
  • Date
    2024/11
    Highlight Summary
    Independent director queried about legal basis of auditing items, and we provided related regulations and competent authorities immediately.
  • Date
    2024/10
    Highlight Summary
    Independent director queried about internal auditing of funds loan bewteen subsidiaries, and we provided the auditing manuscript and explanation immediately.
  • Date
    2024/07/02
    Highlight Summary
    The audit report of sales and AR collection was submitted to independents director for review.
  • Date
    2024/05/31
    Highlight Summary
    The audit report of electronic computer was submitted to independent directors for review.
  • Date
    2024/05/21
    Highlight Summary
    Declaration form of 2023 internal control SOP mistakes and abnormal items improvement was submitted to independent directors for review.
  • Date
    2024/05/13
    Highlight Summary
    The audit report of financing cycle was submitted to independent directors for review.
  • Date
    2024/05/02
    Highlight Summary
    The audit report of functional committees was submitted to independent directors for review.
  • Date
    2024/04/15
    Highlight Summary
    The first audit recommendation tracking review report of 2024 was submitted to independent directors for review.
  • Date
    2024/04/01
    Highlight Summary
    The audit report of purchase and payments was submitted to independent directors for review.
  • Date
    2024/03/13
    Highlight Summary
    The execution of 2023 Audit Plan was submitted to independents director for review.
  • Date
    2024/03/01
    Highlight Summary
    The audit report of salary cycle was submitted to independent directors for review.
  • Date
    2024/02/01
    Highlight Summary
    The audit report of financing cycle was submitted to independent directors for review.
  • Date
    2024/01/02
    Highlight Summary
    The fourth audit recommendation tracking review report of 2023 was submitted to independent directors for review.