Committee
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| Member | Specialty | Audit Committee | Remuneration Committee | Sustainable Development Committee |
|---|---|---|---|---|
| Tang, Gia-Khy | Operational Management, Leadership and Decision-making, Industry-specific Knowledge, Risk management, Information technology | ★ | ○ | ★ |
| Chen, Shou-Jen | Operational Management, Leadership and Decision-making, Industry-specific Knowledge, Risk management | ○ | ★ | ○ |
| Chen, Miao-Fang | Operational Management, Industry-specific Knowledge, Finance and Accounting, Risk management | ○ | ○ | ○ |
| Hsu, Sheng-yu | Operational Management, Leadership and Decision-making, Industry-specific Knowledge, Finance and Accounting, Risk management, | ○ | ||
| Hsu, Chih-Chang | Operational Management, Leadership and Decision-making, Industry-specific Knowledge, Marketing management,Risk management, | ○ |
★：Convener
○：Member
- Adoption or amendment of an internal control system pursuant to Article 14-1.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or endorsements or guarantees for others.
- A matter relating to the personal interest of a director.
- A material asset or derivatives trade.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The engagement, discharge, or compensation of an attesting CPA.
- 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.
- Any other material matter so required by the company or the Competent Authority.
- Review the effective implementation of the internal control system.
- Review the financial reporting and related accounting policies and procedures.
- Review the qualifications, experiences and independence of CPAs.
- Review the assignment and remuneration for CPAs.
- Review the major asset transactions.
- Review over the financial statements.
The Board of Directors prepared the business report, financial statements and proposal on profit distribution proposal for 2025.The financial statements were audited by PwC Taiwan, and an audit report was issued by them. The aforementioned business reports, financial statements and distribution of earnings have been duly audited by the Audit Committee who confirm appropriate.
- Evaluation into the internal control system to check and make sure the validity
The Audit Committee evaluated the effectiveness of the policies and procedures of the Company’s internal control system (including finance, operations, risk management, information security, outsourcing, and legal compliance), and reviewed the regular reports submitted by the Company’s auditing department, CPAs and management. The Audit Committee believes that the Company’s risk management and internal control systems are effective and that the Company has adopted the necessary control mechanisms to monitor and correct non-compliance.
- Appointment of CPAs
The Audit Committee has been bestowed with the duties and responsibilities to monitor and ascertain the independence of CPAs to assure the impartiality of financial statements. In general, except taxation related services or items specifically approved, CPA is not entitled to render any other services to the Company.
To assure the independence status of a CPA firm, the Audit Committee duly works out the independence evaluation table in accordance with Article 47 of the Certified Public Accountant Act and CPA Code of Professional Ethics Gazette #10. Accordingly, the Audit Committee evaluates and looks into independence, professionalism and competency of a CPA to check and make sure whether such a CPA is a related party, in inter-business transaction or involvement in financial interests with the Company and further obtains CPA Independence Declaration. As reviewed and resolved by the Audit Committee in its 10th meeting of the 3rd term convened and the 14th meeting of the 17th term Board of Directors on December 30, 2025, CPA Shu-chiung Chang and CPA Seanh Hsu of PwC Taiwan both prove satisfactory the Criteria for Independence Evaluation, well competent to serve as the attesting CPAs to testify the Company’s financial and taxation affairs. - Matters specified in Article 14-5 of the Securities and Exchange ActPlease swipe horizontally to view the full table on mobile devices.
Term/Session Summary of important proposals and resolutions Resolution made by
the Audit Committee.The Company’s handling
of the opinions of the
Audit Committee Members.3rd Term
5th Meeting
2025.01.211.The Company’s audit report for Q4 of 2024
2.Proposal of the 2025 CPA remuneration
All members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation 3rd Term
6th Meeting
2025.03.121.Proposal for the amount of employee remuneration to be appropriated for 2024
2.The Company’s 2024 Consolidated Financial Statement (including individual financial statements), Business Report, and Financial Accounting Reports.
3.Distribution of Earnings for 2024
4.Proposal to distribute cash from the legal reserve, submitted for discussion
5.Amendment to the Company Corporate Charter (Articles of Incorporation)
6.Proposal for the 2024 Statement of Internal Control System of the CompanyAll members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation 3rd Term
7th Meeting
2025.05.141.The Company’s audit report for Q1 of 2025
2.The Company’s Consolidated Financial Report of Q1 of 2025All members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation 3rd Term
8th Meeting
2025.08.131.The Company’s audit report for Q2 of 2025
2.The Company’s Consolidated Financial Report of Q2 of 2025
3.Proposal to disposal of the land and factory buildings of the Guanyin Factory in Taoyuan City
4.The proposal for the addition to the Company’s “Internal Control System” and “Internal Audit Act Enforcement Rules”
5.Proposal for the amendments to the Company’s “Stock Affairs Units Internal Control System Standards”All members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation 3rd Term
9th Meeting
2025.11.131. The Company’s audit report for Q3 of 2025
2. The Company’s Consolidated Financial Report of Q3 of 2025All members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation 3rd Term
10th Meeting
2025.12.301. Explanation on issues of audit planning linked up with the Company’s Financial Statements 2025.
2. Proposal for the Company’s regular evaluation of the independence of CPAs
3. The 2026 internal audit program of this Company.
4. Amendment to the Company’s Principles of Corporate Governance
5. Proposal for the amendments to the Company’s “Stock Affairs Units Internal Control System Standards”All members passed the proposal unanimously without objection Submitted to and approved by the Board of Directors after deliberation
- The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors, supervisors, and managerial officers of this Corporation, and submit recommendations to the board of directors for its reference in decision making.
- 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：
- With rescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.
- Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers.
“Remuneration” as used in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. It scope shall be consistent with that of remuneration for directors, supervisors, and managerial officers as set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
- Other cases referred by the Board of Directors.
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| Term/Session | Proposal Contents and Handling | Resolution | Decision of the Board of Directors |
|---|---|---|---|
| 6th Term 2nd Meeting 2025.01.21 | 1. Proposal to determine the ratio of employee remuneration to be appropriated for 2024 2. Proposal for issue of the year-end performance bonus for 2024 3. Proposal to determine the year-end performance bonus for the Chairman for 2024 4. Proposal to determine the year-end performance bonus for the managers for 2024 5. Results of 2024 board performance assessment 6. Proposal to amend part of the Company’s “Salary Management Regulations.” | All members passed the proposal unanimously without objection | The 7th Board of Directors (17th Term) adopted said proposals on 2025/01/21 |
| 6th Term 3rd Meeting 2025.08.13 | 1. Prepared a report on the income of the Company’s directors and managers for 2024 2. Reported on changes in managers of the company from 2025 to the date of the meeting 3. Proposal on the remuneration of the newly directors of the 17th term of the Company 4. Proposal to amend part of the Company’s “Employee Compensation Distribution Regulations.” | All members passed the proposal unanimously without objection | The 12th Board of Directors (17th Term) adopted said proposals on 2025/08/13 |
This Committee, authorized by the Board , shall, with the care of a prudent manager, faithfully perform the following duties and report to the Board at least annually：
- Formulate, promote, and strengthen the company’s sustainable development policies, annual plans, and strategies.
- Review, track, and revise the implementation status and effectiveness of sustainable development.
- Supervise sustainability information disclosure and review sustainability reports.
- Supervise the implementation of the Company’s code of conduct for sustainability or other sustainability-related work as resolved by the Board of Directors.
This committee will review the work items of the following subcommittees and report on major issues or plans to the Board of Directors at least once a year:
Corporate Governance Team
- The proposal and implementation of sustainable development policies and systems.
- Incorporate sustainable development into the company’s operations and development.
- Implement corporate governance and establish an effective corporate governance structure.
- Establishment and implementation of internal control and internal audit system.
- Protect shareholders’ rights and encourage shareholders to participate in corporate governance.
- Maintain corporate governance relationships with related parties.
- Assist in strengthening the functions of the board of directors.
- Assist in fulfilling the functions of the audit committee: the functions, powers and obligations of the audit committee.
- Respect the rights and interests of stakeholders.
- Improve information transparency.
Sustainability Information Disclosure Team
- Responsible for sustainable information management policies
- Comply with relevant laws and international standards on sustainable information disclosure, etc.
- Fully disclose relevant and reliable sustainability information.
- Enhance the transparency of sustainability information.
Human Resources Team: The team is convened and led by the highest-ranking executive in the human resources department.
- The proposal and implementation of sustainable development policies and systems.
- Incorporate sustainable development into the company’s operations and development.
- Propose a sustainable development mission (vision, values) and formulate a sustainable development statement.
- Comply with labor laws and regulations, protect the legitimate rights and interests of employees, respect basic human rights, care for vulnerable groups, eliminate all forms of forced labor (violating the Labor Standards Act), eliminate employment and job discrimination, and refrain from actions that harm the basic rights of workers.
- Ensure that the employment policy does not discriminate based on gender, race, age, marital status, or family status, and implement equality in remuneration, employment conditions, training, and promotion opportunities.
- Establish channels for employee communication and dialogue.
- Comply with occupational hazard risk regulations, and take corresponding inspection frequency and intensity according to the severity and probability of the hazard, implement various safety and health facilities and self-management, and ensure the safety and health of workers.
Integrity Management Promotion Group
- Assist in integrating integrity and ethical values into the company’s business strategy, and establish relevant anti-fraud measures in accordance with laws and regulations to ensure honest business practices.
- Regularly analyze and assess the risk of dishonest behavior within the scope of business, and formulate plans to prevent dishonest behavior accordingly, and formulate standard operating procedures and behavioral guidelines related to work and business within each plan.
- Plan the internal organization, staffing and responsibilities, and set up a mutual supervision and checks and balances mechanism for business activities with a high risk of dishonest behavior within the business scope.
- Promotion and coordination of integrity policy advocacy and training.
- Establish a reporting system to ensure the effectiveness of its implementation.
- Assist the board of directors and management in verifying and assessing whether the preventive measures established for honest operation are effective and conduct regular assessments of the compliance of relevant business processes and prepare reports.
Information Security Promotion Group
- Institutional norms: Establish the company’s information security management system and regulate personnel’s work behavior.
- Hardware construction: Build an information security management system and implement information security management measures.
- Personnel training: Regularly conduct information security education and training to enhance the information security awareness of all colleagues.
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| Term/Session | Proposal Contents and Handling | Resolution | Decision of the Board of Directors |
|---|---|---|---|
| The 1st Board of Directors (1st Term) August 13, 2025 |
| All members present passed the proposals above as proposed unanimously without objection. | The 7th Board of Directors (17th Term) adopted said proposals on January 21, 2025 |
| The 2nd Board of Directors (1st Term) December 30, 2025 |
| All members present passed the proposals above as proposed unanimously without objection. | The 7th Board of Directors (17th Term) adopted said proposals on January 21, 2025 |