Auditing Committee
The Auditing Committee members are three independent directors, term of office from 2020/06/12 to 2023/06/11, member details are as following:
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Partner Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Name
    Huang, Mien-Ching
    Gender
    Male
    Experiences/Education
    Supervisor of the company
    MBA, State University of New York at Buffalo
  • Title
    Independent Director
    Name
    Wei, Min-Chang
    Gender
    Male
    Experiences/Education
    Financial officer of Foxconn Technology Co., Ltd.
    Financial officer of Elitegroup Computer Systems
    Bachelor of Accounting, FJU
Main works of the Auditing Committee:

1.Adopt and amend internal control systems accordance with S&E Act, Article 14-1.
2.Evaluate the effectiveness of the internal control systems.
3.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 accordance with S&E Act, Article 36-1.
4.A matter bearing on the personal interest of a director.
5.A material asset or derivatives transaction.
6.A material monetary loan, endorsement, or provision of guarantee.
7.The offering, issuance, or private placement of any equity-type securities.
8.The hiring or dismissal of an attesting CPA, or the compensation given thereto.
9.The appointment or discharge of a financial, accounting, or internal auditing officer.
10.Annual financial reports and second quarter financial reports.
11.Any other material matter so required by the company or the Competent Authority.

In 2020, there are 5 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
    3
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Newly elected to office
  • Title
    Independent Director
    Name
    Wei, Min-Chang
    Attendance in person
    5
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Reelected to office
  • Title
    Independent Director
    Name
    Huang, Mien-Ching
    Attendance in person
    3
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Newly elected to office
  • Title
    Independent Director
    Name
    Lin, Ching-Wei
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Relieved from office
  • Title
    Independent Director
    Name
    Chang, Chien-Kuo
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Relieved from office
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 23, 2020::

    • (a) Consolidated financial statements of 2019.
    • (b) “Evaluation of the Effectiveness of the Internal Control System” of 2019.
  • 2. Passed by the 2nd session of the Board on May 12, 2020:

    • (a) Evaluation of the independence of CPAs and appointment.
    • (b) Loaning of funds to subsidiary (PGH).
  • (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: Not applicable.

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 2020/06/12 to 2023/06/11, member details are as following :
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Partner Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Name
    Huang, Mien-Ching
    Gender
    Male
    Experiences/Education
    Supervisor of the company
    MBA, State University of New York at Buffalo
  • Title
    Independent
    Name
    Wei, Min-Chang
    Gender
    Male
    Experiences/Education
    Financial officer of Foxconn Technology Co., Ltd.
    Financial officer of Elitegroup Computer Systems
    Bachelor of Accounting, FJU

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 2020, there are 3 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
    Wei, Min-Chang
    Attendance in person
    3
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Reelected to office
  • Title
    Member
    Name
    Cheng, Wen-Jung
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Newly elected to office
  • Title
    Member
    Name
    Huang, Mien-Ching
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Newly elected to office
  • Title
    Member
    Name
    Chang, Chien-Kuo
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Relieved from office
  • Title
    Member
    Name
    Lin, Ching-Wei
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Relieved from office
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): Not applicable.

  • 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: Not applicable.

Date
Meeting
Motions for discussion
Resolution
The response of the Company to the opinions of the members
  • Date
    2020/03/23
    Meeting
    The 6th meeting of the 3rd session
    Motions for discussion
    Appropriation of remuneration to the employees and the Directors in 2019.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable
  • Date
    2020/08/12
    Meeting
    The 1st meeting of the 4th session
    Motions for discussion
    1.Nomination of the convener for the Remuneration Committee.
    2.Review of the remuneration plan to managers and employees.
    3.Appropriation of remuneration to the Directors for the first half of 2020.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2020/11/06
    Meeting
    The 2nd meeting of the 4th session
    Motions for discussion
    1.Revision of the questionnaire for the self-evaluation of the Board and the Directors for performance evaluation.
    2.Proposal for the release of year-end bonuses and performance bonuses to the employees in 2020.
    3.Distribution of employee bonuses in 2019.
    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
    2021/05/11
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2021 and the Auditors’ Report in writing for communication.
  • Date
    2021/03/23
    Summary
    a. The CPAs elaborated the content of the audited consolidated financial statements of 2019 and the Auditors’ Report in the meeting.
    b. The CPAs responded to the questions of the Independent Directors with explanations, discussion and communication.
  • Date
    2020/11/06
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q3 2020 and the Auditors’ Report in writing for communication.
  • Date
    2020/08/12
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q2 2020 and the Auditors’ Report in writing for communication.
  • Date
    2020/05/12
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2020 and the Auditors’ Report in writing for communication.
  • Date
    2020/03/23
    Summary
    a. The CPAs elaborated the content of the audited consolidated financial statements of 2019 and the Auditors’ Report in the meeting.
    b.  The CPAs responded to the questions of the Independent Directors with explanations, discussion and communication.
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
    2020/11/06
    Highlight Summary
    The 2021 audit plan was submitted to the audit committee for discussion and approval.
  • Date
    2020/08/18
    Highlight Summary
    Submitted subsidiary supervision management and financing cycle operation audit report to independent directors for review.
  • Date
    2020/07/07
    Highlight Summary
    The sales cycle and the second audit recommendation follow-up review report in 2020 were submitted to the independent director for review.
  • Date
    2020/03/15
    Highlight Summary
    The purchase payment cycle and the first audit recommendation follow-up review report in 2020 were submitted to the independent director for review.