Committees
The Audit Committee
In order to enhance the supervisory function of the board of directors and establish a sound management mechanism, the company has established an Audit Committee in May 2022 in accordance with the "Regulations Governing the Exercise of Powers by Audit Committees of Publicly Issued Companies." The Audit Committee is composed of three independent directors, namely Mr. Hong Mingzhou, Mr. Hu Tonglai, and Ms. Zhu Wenyi. Mr. Hong Mingzhou serves as the convener of the committee.
Summary of Annual Focus of the Audit Committee
The company’s Audit Committee held 4 meetings in 2025 (with a 100% attendance rate of members), and the main items reviewed included:
- Review of the annual financial reports and quarterly financial reports.
- Review of the business report and profit distribution.
- Formulation and revision of the internal control system.
- Assessment of the effectiveness of the internal control system.
- Significant asset transactions.
- Overview of Subsidiary Company Operations.
- Evaluation and Appointment of Certified Public Accountants’ Independence and Competence.
Appointment of Auditors
To ensure the independence and qualifications of auditors, an assessment form for independence and qualifications was developed, taking into account Article 47 of the Accountant Act and Bulletin No. 10 of the Code of Professional Ethics for Accountants on "Integrity, Fairness, Objectivity, and Independence." The assessment form is accompanied by the use of Audit Quality Indicators (AQI) to evaluate and measure information. Additionally, information regarding the auditor's education, experience, and professional qualifications is provided for review by the Audit Committee. The appointment of auditors for the 2025 financial statements has been reviewed by the Audit Committee. The assessment included evaluating the auditor's education, experience, independence, qualifications, and compliance with audit quality indicators. All criteria were found to meet the standards, and the appointment of the auditor for the financial statement certification was approved during the review.
Review of Financial Reports
The financial reports for the first, second, and third quarters and the annual report of 2025 have been audited and completed by the certified public accountants of Ernst & Young, who have issued the audit and review reports. These reports have been submitted to the Audit Committee for review and approval.
Compensation Committee
In order to strengthen corporate governance and the functioning of the board of directors, Rongcheng has established a Compensation Committee in accordance with the 'Regulations on the Establishment and Exercise of Powers of the Compensation Committee of Companies Listed on the Stock Exchange or Engaged in Securities Trading at Securities Business Places.' The committee, in a professional and objective position, evaluates the compensation policies and systems for directors, supervisors, and executives, and provides recommendations to the board of directors for their decision-making.
According to the provisions of the Compensation Committee's organizational charter, this committee was approved by the board of directors in May 2025, and Hong Mingzhou, Hu Tonglai, and Zhu Wenyi were appointed as members of the fifth-term Compensation Committee. Mr. Hu Tonglai serves as the convener. Three meetings of the Compensation Committee were held in 2025, with a 100% attendance rate.
Remuneration of directors and supervisors and remuneration of employees
- According to the company’s articles of association, if annual profits are made, 5% to 15% shall be llocated as employee compensation and no more than 2% of profit from Winmate shall be allocated for irectors and supervisors' remuneration by the resolution of the board of directors.
Of the aforementioned employee compensation amount, no less than 20% should be allocated to frontline employees. In 2025, the company had already paid out NT$25,314,701 in employee compensation for 2024 to frontline employees, representing 32.9% of the total employee compensation allocation. - Employee remuneration shall be paid in stock or cash by the resolution of the board of directors, and the payment objects include employees of controlling or affiliated companies that meet certain conditions.
- Winmate’s salary and remuneration policy considers "employee salaries and company operations to grow together" to implement Environmental, Social and Corporate Governance. Employee salary includes basic salary and bonus. Basic salary considers work experience, ability, position, etc., and does not vary with gender, age, nationality or race. Year-end bonuses are issued based on the company's annual business performance and employee personal performance.
- The company's remuneration procedures have taken into consideration the performance evaluation results of directors, supervisors and managers. The distribution of the remuneration of directors, supervisors and managers is linked to the results of the current year's performance evaluation, which is submitted to the remuneration committee for review and sent to the board of directors for resolution .
The following tables respectively illustrates the the remuneration of Winmate's directors and supervisors and senior managers, analysis as well as the remuneration policies, standards and combinations, procedures for determining remuneration, and the relevance to operating performance and future risks.
| Illustrate | Honorariums for directors | General Manager's Deputy General Manager's Honorary |
|---|---|---|
| Remuneration policy | The remuneration of the directors and supervisors shall be allocated in accordance with the company's articles of association. In addition, the remuneration of directors and supervisors shall not be paid. Any additional appropriations and changes shall be subject to the resolution of the shareholders meeting. | According to the company's "performance appraisal and rewards and punishments evaluation work", "promotion and transfer work" and "payroll cycle work" and other methods. |
| Standards and combinations | Allocation of weights for the responsibilities of directors in performing business duties and fiduciary duties. | Monthly salary, annual holiday bonus, performance bonus, employee remuneration, etc. |
| Procedure for setting remuneration | The board of directors drafts a surplus distribution proposal and submits it to the shareholders meeting for resolution. | Salaries are based on differences in academic experience and work performance, and signed according to the company's approval authority. |
| Business performance and future risks | Depend on the company's operating performance and profitability. Supervise business operations, formulate business policies, and grasp business opportunities. | Relevant remunerations are paid based on the achievement rate of work goals, the operating performance of individual departments, profitability, and contribution. Achieve the goal and face the risk together. |
Sustainable Development Committee
Responsibilities of the Sustainable Development Committee
- Formulate, promote, and enhance the Company’s sustainable development policies, annual plans, and strategies.
- Review, monitor, and revise the implementation status and effectiveness of sustainable development.
- Oversee sustainability information disclosure matters and review the Sustainability Report.
- Supervise the execution of the Company’s sustainable development affairs or other sustainability-related tasks resolved by the Board of Directors.
Members and Professional Capabilities of the Sustainable Development Committee
The Sustainable Development Committee consists of six members: Chairman Ken Lu, Independent Director Ming-Chou Hung, Commissioner Pi-Chung Tsai, Plant Manager Shelly Chen, Vice President Jeffrey Yen, and Senior Director Chih-Yuan Liu. Mr. Ken Lu serves as the Convener.
In 2025, one Sustainable Development Committee meetings were held, with an attendance rate of 100%.
| Title | Name | Major Education / Experience | Professional Qualifications & Experience |
|---|---|---|---|
| Convener | Ken Lu | Chairman & Head of R&D, Winmate Inc. Independent Director, Pili International Multimedia Co., Ltd. MBA, University of Melbourne, Australia Dept. of Business Administration, NTU | As the leader of Winmate, he has led the company's growth, transformation, and market expansion. He promotes green product design and energy reduction, integrates sustainability concepts into company operations, and leads the company's sustainable transformation and growth. Possesses capabilities in leadership decision-making, operational judgment, ESG innovation and change, and sustainable management. He has a profound international perspective and insight, leading the company in implementing environmental sustainability, corporate governance, and engaging in social welfare activities. |
| Member | Ming-Chou Hung (Ind. Director) | Independent Director, Dadi Early-Childhood Education Co., Ltd. Adjunct Professor, Chinese Culture University Ph.D. in Business Admin, University of Illinois, USA Professor, Dept. of Business Admin & Graduate Inst. of Business Admin, NTU | Familiar with sustainability issues, international trends, and reporting standards. He has extensive experience participating in NGOs and promoting educational sustainability goals. He organized the "Little Sun Dream Building Journey" and "Life Knowledge Camp" charity projects, caring for children in remote areas for over 10 years. He concretely practices the UN SDGs regarding educational equity and reducing inequality, long-term promotion of public welfare, serving children from disadvantaged families in remote areas, and emphasizing core sustainability values such as transparency, inclusion, and justice. |
| Member | Pi-Chung Tsai | Acting Magistrate, Hualien County Deputy Minister, Ministry of Justice Prosecutor: Penghu, Yunlin, Chiayi District Prosecutors Offices Director, Anti-Money Laundering Office, Executive Yuan Vice President, Taiwan Bar Association Graduate Institute of Law, NCCU | Possesses profound legal expertise and rich administrative experience; has served in important government posts and as a local head of government multiple times, and founded a law firm. Has decades of experience in judicial and legal practice, local governance and supervision, agency administrative operations, regulatory compliance, and anti-money laundering. He is familiar with the rule of law and administrative systems, skilled in emerging sustainable laws and policies, and assists in corporate sustainable governance and transformation. |
| Member | Shelly Chen | Senior Director of the Manufacturing Division, Winmate Inc. EMBA, National Taiwan University of Technology Dept. of Industrial Management, Kaohsiung Univ. of Sci. and Tech. | Has served as the Plant Manager of the Company's Manufacturing Division for thirty years, responsible for managing production logistics and operations. She promotes process optimization, green production, technological advancement, and green supply chain management, enhancing the company's operational resilience under climate change crises. Possesses key capabilities in green procurement and manufacturing, circular supply chain management, and energy management and efficiency improvement. |
| Member | Jeffrey Yen | Vice President, General Administration Division & Corporate Governance Officer, Winmate Inc. Manager, General Administration, Handai Industrial Co., Ltd. Dept. of Business Administration, NTU | Has served as the Company's Corporate Governance Officer for five years, promoting ESG areas such as corporate governance, employee care, environmental sustainability, and social welfare, while aligning with domestic and international sustainability policies and regulations. Possesses professional capabilities in sustainable development knowledge and strategic planning, deepening sustainable governance, climate change risk management, environmental management, and energy efficiency. |
| Member | Eddie Liu | Senior Director, Finance Department, Winmate Inc. Director of Finance & Admin, Forward Electronics Co., Ltd. Graduate Institute of Business Administration, NTU | Has served as the Company's Accounting Officer for seven years, managing company finance, accounting, and capital operations. He promotes corporate sustainability disclosure and translates sustainability concepts into concrete financial indicators and performance. Possesses capabilities in accounting and auditing professional knowledge, IFRS sustainability financial information disclosure, ESG financial performance planning, and sustainable finance expertise. |
Nomination Committee
Responsibilities of the Nomination Committee
- Establish Standards and Nominate Candidates: Formulate the standards regarding professional knowledge, technical skills, experience, gender, and other aspects of diversity, as well as independence, required for Board members and senior management; accordingly, identify, review, and nominate candidates for directors and senior management.
- Structure Organization and Evaluate Performance: Construct and develop the organizational structure of the Board and its various committees; conduct performance assessments of the Board, committees, individual directors, and senior management; and assess the independence of independent directors.
- Manage Training and Succession Planning: Establish and periodically review continuing education plans for directors and succession plans for directors and senior management.
- Formulate Governance Principles: Formulate the Company’s Corporate Governance Best Practice Principles.
Members and Professional Capabilities of the Nomination Committee
The Nomination Committee consists of four members: 3 Independent Directors and Chairman of Winmate. Members name: Ming-Chou Hung, Hu Tonglai, and Zhu Wenyi are Independent Directors and Ken Lu.
Mr. Ming-Chou Hung serves as the Convener and Chairman of the Committee.
In 2025, one Nomination Committee meetings were held, with an attendance rate of 100%.