Corporate Governance

Committee Information

Audit Committee

The Company set up the Audit Committee on June 4, 2019. The Audit Committee composed of all independent directors shall include at least three members, with one convener, at least one who must have residence in Taiwan, and at least one who shall have the expertise in accounting or finance.

For information regarding the number of meetings held by the Audit Committee, please refer to the annual reports of the company and the Market Observation Post System .The main duties of the Audit Committee are to review or handle the following matters:

  • Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act;
  • Assessment of the effectiveness of the internal control system
  • Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, lending funds to others, or endorsements or guarantees for others
  • A matter bearing on the personal interest of a director
  • A material asset or derivatives transaction
  • A material monetary loan, endorsement, or provision of guarantee
  • The offering, issuance, or private placement of any equity-type securities
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto
  • The appointment or discharge of a financial, accounting, or internal auditing officer
  • Annual financial reports
  • M&A matters under the Business Mergers and Acquisition Act
  • quarterly financial reports
  • Approval of matters related to the hired CPA’s annual audit and non-audit related services.
  • Communication and exchange information with the CPA
  • Negotiation of disagreement of opinions on financial reporting between the Company’s management and the CPA
  • Discussion of other required financial information and reports required by the US Securities Exchange Act with the Company’s management team and the CPA
  • Other significant matters required by the company or regulatory authorities

 

The 3rd Audit Committee Membership

Tenure of the committee members: June 17, 2022 - June 16, 2025.

Name in Chinese

Name in English

Title

Education & Experience

張雯琪

CHANG WEN CHI

Convener

Partner Accountant of Shunyi United Accounting Firm

Master of Software Engineering and Management, National Kaohsiung Normal University

黃建融

HUANG CHIEN JUNG

Member

Director of General Manager's Office ,Holy Stone Enterprise Co., Ltd.

Chairman Representative,HERZTEK INCORPORATION

Director Representative, MARTEK CO., LTD.

Director Representative, EGALAX_EMPIA TECHNOLOGY INC.

Master of Business Administration, National Taiwan University

楊儒霖

YANG JU LING

Member

Director of Finance and Accounting, Materials Analysis Technology Inc.

Master of Business Administration, National Taiwan University

黃自貴

HUANG ZI GUI

Member

Professor, Department of Mechanical Design Engineering, National Formosa University

PhD in Applied Mechanics, National Taiwan University

 

Remuneration Committee

To strengthen corporate governance and ensure the reasonableness of compensation, this committee, with the diligence of a good manager, faithfully performs the following duties and submits the recommendations for discussion by the Board of Directors:

  1. Establishing and regularly reviewing the policies, systems, standards, and structures for the performance evaluation and compensation of directors, supervisors, and executives.
  2. Regularly evaluating and determining the compensation for directors, supervisors, and executives.

For information regarding the number of meetings held by the Remuneration Committee, please refer to the annual reports of the company and the Market Observation Post System .

 

The 6th Remuneration Committee Membership

Tenure of the committee members: June 17, 2025 - June 16, 2028.

Name in Chinese

Name in English

Title

Education & Experience

張雯琪

CHANG WEN CHI

Convener

Partner Accountant of Shunyi United Accounting Firm

Master of Software Engineering and Management, National Kaohsiung Normal University

黃建融

HUANG CHIEN JUNG

Member

Director of General Manager's Office ,Holy Stone Enterprise Co., Ltd.

Chairman Representative, HERZTEK INCORPORATION

Director Representative, MARTEK CO., LTD.

Director Representative, EGALAX_EMPIA TECHNOLOGY INC.

Master of Business Administration, National Taiwan University

楊儒霖

YANG JU LING

Member

Director of Finance and Accounting, Materials Analysis Technology Inc.

Master of Business Administration, National Taiwan University

 

The results of the performance appraisal for functional committees in 2024 are as follows:

After collecting the self-assessment questionnaires from members, the scores were calculated according to the weighted statistics of each evaluation index. For the total score, 90-100 points are excellent, 80-89 points are good, and 79 points or less are improvement required.

(1) Audit Committees

The evaluation score is 94.59 points according to the implementation of the evaluation standards.

Evaluation index Number of indexes Full score of each index Scores
 A. Participation in the company's operations 4 17 15.73
 B. Acknowledgement of duties of functional committees 5 21 19.74
 C. Improving the decision quality of the functional committees 7 29 27.76
 D. Composition and Selection of functional committees 3 12 11.20
 E. Internal control 5 21 20.16
Total 24 100 94.59

 

(2) Remuneration Committees

The evaluation score is 93.32 points according to the implementation of the evaluation standards.

Evaluation index Number of indexes Full score of each index Scores
 A. Participation in the company's operations 4 18 16.80
 B. Acknowledgement of duties of functional committees 5 23 20.85
 C. Improving the decision quality of the functional committees 7 32 30.17
 D. Composition and Selection of functional committees 3 13.5 12.30
 E. Internal control 3 13.5 13.20
Total 22 100 93.32

 

(3) Follow-up suggestions and the action plans for improvements

The Company will report the results of the 2024 performance evaluation to the board of directors on March 7th 2025. Will discuss and make suggestions for improvement plan on the operation of the functional committees:

It is recommended that the composition and structure of the functional committees should be in reference to the amendments to laws and regulations and the Company's operational requirements to fully perform its duties and responsibilities.

 

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