Investor Relations - Functional Committee Operations

Functional Committee Operations

I. Audit Committee:

The Audit Committee met 5 times (A) in the most recent year. Attendance of the members is as follows:

Title Name Attendance in Person (B) Attendance by Proxy

Attendance Rate in Person (%)

(B/A) (Note)

 Remarks
Independent Director 林星宏 5 0 100% Re-elected on June 22, 2022
Independent Director 楊昌龍 4 1 80% Re-elected on June 22, 2022
Independent Director 胡惠森 5 0 100% Re-elected on June 22, 2022
Other matters to be recorded:
1. If any of the following circumstances occurs in the operation of the Audit Committee, the date and session of the Audit Committee meeting, the content of the motions, the dissenting or qualified opinions or major recommendations of the Independent Directors, the resolutions of the Audit Committee, and the Company's handling of the Audit Committee's opinions shall be stated.
(1) Matters listed in Article 14-5 of the Securities and Exchange Act.

II. Remuneration Committee:

The Remuneration Committee met 2 times (A) in 2023. Attendance of the members is as follows:

Title Name Attendance in Person (B) Attendance by Proxy

Attendance Rate in Person (%)

(B/A) (Note)

 Remarks
Independent Director 林星宏 2 0 100% Re-elected on June 22, 2022
Independent Director 楊昌龍 1 0 50% Re-elected on June 22, 2022
Independent Director 胡惠森 2 0 100% Re-elected on June 22, 2022
Other matters to be recorded:
1. 10th Meeting of the 4th Remuneration Committee
Meeting date: January 16, 2023 
Motion: Proposal for the distribution of 2022 year-end bonuses to managers, submitted for review.
Explanation: After evaluating the performance contributions of key managers and the Company's operating conditions, managers' year-end bonuses are proposed to be based on their overall contribution.
Dissenting opinions, qualified opinions or major recommendations of Independent Directors: None
Resolution: Approved by all attending members.

2. 11th Meeting of the 4th Remuneration Committee
Meeting date: November 6, 2023 
Motion: None.

III. Internal Performance Evaluation of the Functional Committees (Audit Committee and Remuneration Committee)

In Q1 2023, the Company engaged "台灣投資人關係協會" to conduct a performance evaluation report on the functional committees.

Implementation:

1. Evaluation questionnaire:

  1. Recipients: All members of the functional committees (both the Remuneration Committee and the Audit Committee are composed of all Independent Directors; 3 recipients in total)
  2. Response rate: 100%.
  3. Questionnaire evaluation method: The questionnaire uses a scale from 1 (strongly disagree) to 5 (strongly agree).
  4. Questionnaire evaluation results:
    • Participation in the Company's operations: 4.42.
    • Awareness of the functional committees' duties: 4.38.
    • Improvement of the quality of functional committee decision-making: 4.28.
    • Composition of the functional committees and election of members: 4.44.
    • Internal control: 4.33.

2. On-site interviews:

  1. Interview dates: February 6 and February 9, 2023
  2. Interview method: Online interviews
  3. Interviewees:
  • 盤龍, Chairman and President
  • 林星宏, Independent Director (Convener of the Audit Committee)
  • 陳廸智, Chief Strategy Officer and Corporate Governance Officer