The Audit Committee
To strengthen the supervision function of the Board of Directors and improve the management mechanism, the Company set up an Audit Committee in May 2011 according to "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies," which consists of three independent directors.
The main functions and powers of the Audit Committee
The Company's Audit Committee comprises all independent directors and aims to assist the Board of Directors in improving corporate governance performance. Its powers include:
- Adoption or amendment of an internal control system.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extending monetary loans to others, or endorsements or guarantees for others.
- A matter is bearing on the personal interest of a director.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of a guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of an attesting CPA or the compensation was given.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual financial reports and second-quarter financial reports must be audited and attested by a CPA.
- Any other material matter so required by the company or the Competent Authority.
Members of the Audit Committee
The Company's Audit Committee has three members, including three independent directors: Mr. Hung Ming-Chou, Mr. Hu Tung-Lai, and Ms. Chu Wen-Yi, of which Mr. Hung Ming-Chou is the convener.
Mr. Hung Ming-Chou was a professor at the Department of Business Administration of National Taiwan University and is currently a professor at Chinese Culture University; Mr. Hu Tung-Lai was a professor at the Department of Business and Management of National Taipei University of Technology and is currently a professor at the Chaoyang University of Technology and an independent director of Tiga Gaming Inc.; Ms. Chu Wen-Yi is presently a professor at the Department of Business Administration of National Taiwan University, and is currently an independent director of United Microelectronics Corp. All three members have practical experience in corporate governance and meet the professional competence required by the audit committee.
The Pay and Compensation Commission
To strengthen corporate governance and the functions of the board of directors, shall establish a pay and compensation committee following the Measures for the Establishment and Exercise of The Remuneration Committee of a company listed on a stock or purchased or sold in a securities dealer's office. In professional objectivity, the Committee evaluates the pay policies and systems of directors, and managers and makes recommendations to the Board of Directors to reference its decision-making.
Following the provisions of the constitution of the remuneration committee, the current Committee, by resolution of the board of directors, appointed Mr. Hung Ming-Chou, Mr. Hu Tung-Lai, and Ms. Chu Wen-Yi, three independent directors, and unanimously elected Mr. Hung Ming-Chou as convenor of the Pay and Compensation Committee by all members. Three pay and compensation committee meetings were held in 2021, with an attendance rate of 100 percent.
The main functions and powers of the Pay and Compensation Commission
- To formulate and regularly review the policies, systems, standards, and structure of annual and long-term performance appraisal and remuneration of directors and managers.
- Assess and recommend the content and amount of individual salary remuneration of directors and managers to achieve performance objectives.
- To ensure that the Company's salary and compensation arrangements follow the relevant laws and regulations and are sufficient to attract talented people and to the Board of Directors to make appropriate recommendations for their decision-making reference.
The remuneration of the directors and the remuneration of the employees
- According to the articles of association of the Company, if there is a profit in the year, 5% to 15% shall be allocated for the remuneration of employees; And to be able to open the amount of profit, by the board of directors resolution to give no more than 2% for the remuneration of the board of directors.
- Employee remuneration shall be distributed by the board of directors' resolution in stock or cash. It shall be paid to employees of the Company who meet certain conditions of control or are subordinate to the Company.
- The Company's salary compensation policy considers employee pay and the Company's operations to grow together to implement corporate social responsibility. Employee pay includes basic salary and bonus, base salary considering work experience, ability, position, etc., which does not vary by sex, age, national origin, or race; Year-end bonuses are issued based on the Company's annual business performance individual performance of employees.
- The procedures for the payment of remuneration by the Company have taken into account the results of the performance evaluation of the board of directors and managers. The distribution of the amount of compensation by the directors and managers shall be linked to the results of the annual performance appraisal of the year, submitted to the Remuneration Committee for consideration, and sent to the Board of Directors for resolution.
The following table describes the analysis of the remuneration of the board of directors and senior managers. It describes the policies, criteria, and combination of compensation, the procedures for setting fees, and the correlation between business performance and future risks.
|yearly||Net revenue||Net profit after tax||Board of Directors's honorarium (The total amount represents the net benefit after tax.)||General Manager's Deputy General Manager's Honorary (The total amount represents the net benefit after tax.)|
|Illustrate||Honorariums for directors||General Manager's Deputy General Manager's Honorary|
|Honorarium policy||The directors' remuneration shall be made following the provisions of the Company's articles of association. In addition, no further compensation shall be paid to directors, and any additional clauses and changes shall be subject to the resolution of the Shareholders' Meeting.||According to the Company's "performance appraisal and reward and punishment assessment operations," "promotion and transfer operations," "pay cycle operations," and other methods.|
|Standards and combinations||The weight distribution of the executive responsibility and guarantee responsibility according to the responsibility of the directors.||Base salary, food allowance, job, annual, performance, etc.|
|Procedure for setting a fee||The proposal for the distribution of surplus shall be prepared by the board of directors and submitted to the shareholders' meeting for resolution.||According to the difference in a learning experience and job performance, the Company's approval authority to sign off.|
|Relevance to business performance and future risks||It depends on the Company's operating performance and profitability. Do your best to manage and supervise your responsibilities, formulate business policies, and grasp business opportunities.||According to work objective achievement rate, pay-related compensation, individual department's operating performance, and profitability and contribution. Share goals and face a risky environment together.|