BOD & Committee

Members of Functional Committees

Name

Corporate Governance Committee

Audit Committee

Remuneration Committee

Shuang-Lang (Paul) Peng (Chairman)

V
(convener)

 

 

Yen-Shiang Shih (Independent Director)

V

V
(convener)

 V

Chin Bing (Philip) Peng (Independent Director)

V

V

 V
(convener)

Jang-Lin (John) Chen (Independent Director)

V

V

V

Chiu-ling Lu

(Independent Director)

V

V

 

Cathy Han
(Independent Director)

V

V

 

Introduction of the Functional Committees Operations

  • Audit Committee

    The Audit Committee is responsible for assisting the board of directors in performing supervisory duties and exercising its functions and powers as required by the Securities Exchange Law, the Company Law and other laws. It also regularly communicates with the Company's accountants and reviews the appointment, independence and performance of the accountants. At the same time, the Company's internal auditors will regularly submit audit summary reports to the Audit Committee based on the annual audit plan. The Audit Committee also periodically reviews the Company's internal control system, internal auditors and their work. The main powers of the Committee are as follows:

    1. Supervising and auditing the fair expression of the Company's financial statements
    2. Monitoring and evaluating the effective implementation of the internal control system
    3. Supervising the Company's compliance with laws and regulations
    4. Reviewing the transaction of the Company's acquisition or disposal of assets, the lending of significant funds and endorsement or guarantee for others, and matters involving the director's own interests
    5. Raising, issuing or private equity securities
    6. Appointment, dismissal or remuneration of the accountants


    The Committee consists of all independent directors (including at least 1 financial expert). The five independent directors all meet the qualifications, such as professionalism, work experience, independence, and the number of serving as independent directors. They also conduct internal performance evaluations of the Audit Committee on a regular basis every year.

     

    The Audit Committee is convened at least once a quarter. Please refer to the Annual Report of the Shareholders' Meeting of the Company for the meeting of the Committee and the attendance rate of each member.

  • Remuneration Committee

    The Remuneration Committee establishes a performance-related remuneration system for the Company from an independent and transcendental perspective, faithfully performs the functions and powers conferred by the board of directors, and regularly proposes remuneration system plans or recommendations to the board of directors for discussion and resolution. The main powers of the Committee are as follows:

     

    1. Formulate and regularly review the policies, systems, standards and structures of directors and senior managers' performance evaluation and salary compensation.
    2. Regularly evaluate and fix the salary and compensations of directors and senior managers.

     

    According to the Company's Remuneration Committee Charter, the members of this committee are appointed by the board of directors. The number of members shall be no less than three. The committee shall have at least one independent director to participate, and all members shall elect the independent director as the convener.

     

    The Remuneration Committee shall be convened at least twice a year, and the internal performance evaluation of the Remuneration Committee shall be conducted regularly every year. For the convening of the committee meeting and the attendance rate of each member, please refer to the annual report of the shareholders meeting of the Company.

  • Corporate Governance Committee

    In order to strengthen corporate governance and enhance the effectiveness of the board of directors, the Board has approved to establish a corporate governance committee at the end of 2019. The main powers of this committee are as follows:

     

    1. Establish standards for diverse backgrounds and independence such as the professional knowledge, technology, experience, and gender required by members of the board of directors, and seek, review and nominate director candidates.
    2. Construct and develop the organizational structure of the board of directors and committees, evaluate the performance of the board of directors, committees and directors, and evaluate the independence of independent directors.
    3. Develop and regularly review directors' training programs and succession plans.
    4. Establish the Company's corporate governance principles.

     

    The committee is composed of at least three directors nominated by the board of directors, of which more than half of the independent directors should participate. In this session of the Corporate Governance Committee, Independent Director Mr. Peng Chin-Bing has expertise in finance and corporate governance, Independent Director Yen-Shiang Shih served as a member of Nominating Committee of CTCI, both all of them meet the professional capabilities required by the committee.

     

    The Corporate Governance Committee meets at least once a year. Please refer to the annual report of the shareholders' meeting of the Company for the meeting of the Committee and the attendance rate of each member.