Functional Committees

Qualifications of Committee Members

Compensation Committee

Audit Committee

Functional Committees

Compensation Committee
( The 5th Session)
Installed in Dec 20113 personsTerm: 2022/06/10~2025/06/07The Company has installed the Functional Committee (left column)
Audit Committee
( The 2nd Session )
Installed in June 20193 personsTerm: 2022/06/08 ~ 2025/06/07The committee members and their terms are the same as those of the Company's Independent Directors.

Qualifications of Committee Members

Name Gender Education Qualifications Other Positions
OU, YU-LUN Male National Taiwan University College of Law Practicing Lawyer at Li Yang Law Firm
Arbiter at the Chinese Arbitration Association, Taipei
Judge at the Shilin District Court
Court Summary Judge at the Taipei District Court
Supervisor at Car Quality (Inc.)
Independent Director of LEALEA Enterprise CO., LTD.
Member of Remuneration Committee at LEALEA Enterprise CO., LTD.
Member of Audit Committee at LEALEA Enterprise CO., LTD.
LIN, KO-WU Male Institute of Finance, National Chengchi University Director at First United Accounting Firm Independent director of The Landis Taipei Hotel Co., Ltd.
Member of Compensation Committee at The Landis Taipei Hotel Co. Ltd.
Independent director of TAH HSIN Industrial CORP.
Member of Compensation Committee at TAH HSIN Industrial CORP.
Member of Audit Committee at TAH HSIN Industrial CORP.
SUNG, HERR-YEH Male Department of Economics, University of Southern California Chairman of Allis Electric Co., Ltd.
Vice Chairman of Allis Electric Co., Ltd.
Independent Director of ABICO NetCom Co., Ltd.
Member of Remuneration Committee at ABICO NetCom Co., Ltd.

Information Regarding Remuneration Committee members:

Name
Criteria
Independent Director
OU, YU-LUN LIN, KO-WU YU, NENG-YUAN
Meets One of the Following Professional Qualification Requirements, Together with at Least Five Years’ Work Experience An instructor or higher in a department of commerce, law, finance, accounting, or any other academic department related to the business needs of the Company in a public or private junior college, college or university. V
A judge, public prosecutor, attorney, Certified Public Accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company. V V
Has relevant work experience in commerce, law, finance, accounting, or any other area that is necessary for the business of the company. V V V
Meets Independence Criteria
  1. Not an employee of the company or any of its affiliates.
V V V
  1. Not a director or supervisor of the Company or any of its affiliates. This criterion is not applicable to Independent Directors appointed in accordance with the Company Act or local laws and regulations, and concurrently serving as such at a public company and its parent or subsidiary company or a subsidiary of the same parent company.
V V V
  1. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the Company or ranking in the Top 10 Shareholders.
V V V
  1. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under Sub-Paragraph 1 or any of the persons in the preceding two sub-paragraphs.
V V V
  1. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the Top Five Shareholders, or that designates its representative to serve as a director or supervisor of the Company under Article 27, Paragraph 1 or 2 of the Company Act. Not applicable to Independent Directors appointed in accordance with the Company Act or local laws and regulations, and concurrently serving as such at a public company and its parent or subsidiary company or a subsidiary of the same parent company.
V V V
  1. If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not applicable to Independent Directors appointed in accordance with the Company Act or local laws and regulations, and concurrently serving as such at a public company and its parent or subsidiary company or a subsidiary of the same parent company.
V V V
  1. If the Chairperson, President, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or their spouse: not a director (or governor), supervisor, or employee of that other company or institution. Not applicable to Independent Directors appointed in accordance with the Company Act or local laws and regulations, and concurrently serving as such at a public company and its parent or subsidiary company or a subsidiary of the same parent company.
V V V
  1. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
V V V

Remuneration Committee Charter

薪資報酬委員會運作情形

  1. 本公司之薪資報酬委員會於100年12月23日成立,委員計3人
  2. 本屆委員任期:108年06月26日至111年06月23日,截至111年02月18日,已開會6次,委員出列席情形如下:
職稱 姓名 符合之資格條件 實際出(列)
席次數(B)
委託出席次數 應出(列)
席次數(A)
實際出(列)
席率%(B/A)
備註
獨立董事 林克武 1
2
3
6 0 6 100
獨立董事 游能淵 1
2
3
6 0 6 100
獨立董事 歐宇倫 1
2
3
6 0 6 100

符合之資格條件:

  1. 商務、法務、財務、會計或公司業務所需相關科系之公私立大專院校講師以上。
  2. 法官、檢察官、律師、會計師或其他與公司業務所需之國家考試及格領有證書之專門職業及技術人員。
  3. 具有商務、法務、財務、會計或公司業務所需之工作經驗。

Compensation Committee Charter

  1. Should the Board of Directors not adopt, or revise the suggestions of the Compensation Committee: None
  2. Should Committee Members oppose or have reservations about the resolutions of the Compensation Committee and enter such statements into the record or written communication: None
  3. Meetings of the Committee shall be held at least 2 times a year. Committee members are responsible to professionally and objectively evaluate the systems, structures, and economic incentives governing compensation of the Directors and Management Team of the Company in accordance with local laws and regulations, and provide recommendations to be submitted to the Board of Directors for reference in its decision making and ensure effective corporate governance.
  4. The responsibilities of the Compensation Committee, principles for performing said responsibilities, and the current remuneration structure of the Company are as follows:
    1. Scope of Duties
      1. Periodically reviewing this Charter and proposing amendments.
      2. Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structures for the compensation of the Directors and Management Team of the Company.
      3. Regularly evaluating the compensation of the Directors and Management Team of the Company.
    2. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
      1. Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
      2. Performance assessments and compensation levels of Directors and the Management Team shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, the performance of the individual in other positions, and the compensation paid to employees holding equivalent positions in recent years.
      3. The evaluation shall also consider the reasonable correlation between individual performance and the operational performance and future risk exposure of the Company; especially with respect to the achievement of short-term and long-term business goals and the financial position of the company.
      4. There shall be no incentive for the Directors or Management Team to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
      5. The percentage of remuneration to be distributed to Directors and Senior Managers is based on their short-term performance and the time of payment for any variable compensation shall be decided with regard to the characteristics of the industry and the nature of Company business.
      6. Any member of the Committee may not participate in discussion and voting when the Committee is deciding on the individual compensation of said member.
    3. Current Compensation Structure
      1. The current compensation paid to supervisors of the Compensation Committee includes transportation costs, honorariums, supervisor stipends, and regular employee salaries.
      2. The current compensation includes a set monthly salary, annual bonus, employee benefits, and a supervisor bonus.

Audit Committee Members and Their Qualifications

Professional Qualifications Independent Directors
OU, YU-LUN LIN, KO-WU YU, NENG-YUAN
Lecturers or higher at public and private colleges in relevant departments of business, law, finance and accounting or corporate business. V
Judges, inspectors, lawyers, accountants or other professional and technical personnel who have passed relevant national examinations and obtained the certification required to do business within the Company V V
Required work experience in the areas of business, law, accounting or corporate positions. V V V

Audit Committee Charter

審計委員會運作情形

  1. 本公司之薪資報酬委員會於100年12月23日成立,委員計3人
  2. 本屆委員任期:108年06月26日至111年06月23日,截至111年02月18日,已開會6次,委員出列席情形如下:
職稱 姓名 實際出(列)
席次數(B)
委託出席次數 應出(列)
席次數(A)
實際出(列)
席率%(B/A)
備註
獨立董事 林克武 1 0 1 100
獨立董事 歐宇倫 1 0 1 100
獨立董事 宋和業 1 0 1 100

The Key Annual Responsibilities of the Audit Committee

  1. Formulate or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act
  2. Assess the effectiveness of internal control systems.
  3. Formulate or amend the handling procedures of major financial business activities, including acquisition or disposal of assets, engagement in derivative transactions, extending loans to others, and providing endorsements or guarantees for others in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the Directors' own interests.
  5. Major asset or derivative transactions.
  6. Significant loan extensions, endorsements, or guarantees.
  7. Raising, issuing or private placement of equity securities.
  8. Appointment, dismissal or renumeration of Certified Public Accountants.
  9. Appointment, dismissal, or renumeration of financial, accounting, or internal audit supervisors.
  10. The annual financial report signed or stamped by the Chairman, Manager, and Accounting Supervisor, and the Second Quarter Financial Report subject to review by company accountants.
  11. Other major matters stipulated by the company or competent authorities.