Audit Committee Member
In accordance with the Securities and Exchange Act, the Company has set up the Audit Committee in 2017, which is composed of the entire number of independent directors, to assist the board of directors in fulfilling its duties in supervising the Company in implementing the procedures for accounting, audit and financial reporting, and ensuring the quality and loyalty in financial control, so as to improve the operation efficiency of the board.
In accordance with Article 6 of the Company’s “Audit Committee Charter,” the primary responsibilities of the Audit Committee are as follows:
- Formulating or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Evaluating the effectiveness of the internal control system.
- Establishing or amending procedures for significant financial or business activities, including the acquisition or disposal of assets, derivatives transactions, loans to others, endorsements, or guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interests of directors.
- Significant asset or derivative transactions.
- Major loans, endorsements, or guarantees.
- Issuance, offering, or private placement of equity-type securities.
- Appointment, dismissal, or remuneration of certified public accountants.
- Appointment or dismissal of financial, accounting, or internal audit officers.
- Reviewing and approving annual and quarterly financial reports signed or stamped by the Chairman, managers, and chief accounting officer.
- Business reports and proposals for earnings distribution or deficit compensation.
- Other significant matters as required by the company or regulatory authorities.
In addition to the above items, the audit committee evaluates the certified public accountant’s independence and performance annually, and communicates the Company’s important issues with external accountants and the internal audit officer at least quarterly or biannually.
| Name | Independent Directors (Yes/No) | Work Experience and Educational Background |
|---|---|---|
| Lai Ming-Jung Audit Committee Convener | V | EMBA, Advanced Finance Program, National Chengchi University Executive Director, Advisory Department, EY Taiwan Executive Director, Assurance Department, EY Taiwan |
| Lin Jui-Yi Member | V | MBA, George Washington University President, Shung Ye Trading Co., Ltd. |
| Lee Yi-Chin Member | V | Master and Ph.D, Resource Planning, Civil Engineering Department, Stanford University Senior Consultant, McKinsey & Co. President, China Food Co., Ltd. |
| Lin Hsin-I Member | V | Master of Law, Columbia University Partner, Lex Pro Attorney-at-Law |
Key Oversight
- Review the Company’s annual and quarterly financial reports
- Annual CPA independence and competence (AQI) assessment
- Review annual investment project
- Review major asset acquisition project
- Assess the effectiveness of the internal control system and review internal audit report
- Review the annual amendments of internal policies, including ” Procedure for Lending Funds to Other Party”, ” Procedure for Acquiring and Disposing Assets” and “Internal Control System”
Operational Status
Term of Current Committee Members: June 6, 2023, to December 31, 2024. In 2023, 23 meetings were convened. The resolutions and operations of these meetings are summarized below.
Attendance of the Audit Committee in 2024
| Name | Actual Attendance Count | Proxy Attendance Count | Actual Attendance Rate (%) |
|---|---|---|---|
Lai Ming-Jung Audit Committee Convener | 23 | – | 100.00% |
Lin Jui-Yi Member | 19 | 4 | 82.61% |
Lee Yi-Chin Member | 22 | 1 | 95.65% |
Lin Hsin-I Member | 23 | – | 100.00% |
Remuneration Committee Member
The Company has in accordance with the laws and regulations, set up a 3-member Remuneration committee. Their scope of duties and power include setting and conducting regular review of the performance evaluation and remuneration policies, system, standard and structure of the directors and managerial personnel, as well as conducting regular evaluation and setting the remuneration of the directors, supervisors and managerial personnel.
The responsibilities of the Remuneration Committee include:
- Formulating and regularly reviewing policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managers.
- Periodically evaluating and determining the remuneration of directors and managers.
- For managers, variable and project bonuses within the limit of one month’s full salary (inclusive) may be authorized by the General Manager for approval by the Chairman before disbursement. The matter shall be subsequently submitted to the Remuneration Committee for record-keeping.
| Name | Independent Directors (Yes/No) | Work Experience and Educational Background |
|---|---|---|
| Lai Ming-Jung Compensation Committee Convener | V | EMBA, Advanced Finance Program, National Chengchi University Executive Director, Advisory Department, EY Taiwan Executive Director, Assurance Department, EY Taiwan |
| Lin Jui-Yi Member | V | MBA, George Washington University President, Shung Ye Trading Co., Ltd. |
| Lee Yi-Chin Member | V | Master and Ph.D, Resource Planning, Civil Engineering Department, Stanford University Senior Consultant, McKinsey & Co. President, China Food Co., Ltd. |
Operational Status
Term of Current Members: June 6, 2023, to June 5, 2026. In 2024, five meetings have been held. The operational status and resolutions of the meetings are as follows:
Audit Compensation Convener
Attendance of the Compensation Committee in 2024
| Name | Actual Attendance Count | Proxy Attendance Count | Actual Attendance Rate (%) |
|---|---|---|---|
| Lai Ming-Jung | 5 | 0 | 100% |
Lin Jui-Yi Member | 5 | 0 | 100% |
Lee Yi-Chin Member | 5 | 0 | 100% |
The Remuneration Committee, based on the company’s development strategy and market practices, periodically proposes amendments to the remuneration system for senior executives. In 2024, to align with ESG development trends and strengthen senior executives’ commitment to the company’s sustainability goals while ensuring the effective implementation of various sustainability measures, the Remuneration Committee mandated that ESG performance be linked to the compensation of senior executives (defined as Vice Presidents and above, as disclosed in the Annual Report). The annual KPIs for senior executives will include financial and strategic indicators (90%) and ESG performance indicators (10%), and variable compensation (bonuses) for the year will be calculated based on the achievement of these KPIs. The approved remuneration indicators for senior executives in 2024 are as follows: financial and strategic indicators 90% and ESG performance indicators 10%.
| Senior Executives’ Compensation Indicators | KPI Items |
|---|---|
| Financial and Strategic Performance Goals (90%) |
|
| ESG Performance Goals (10%) |
|
Sustainability Committee Member
In 2022, the Company established the Sustainability Committee following a resolution by the Board of Directors. After adding one independent director in 2024, the Committee now comprises four members, half of whom are independent directors. The Committee is chaired by Chairman Bobby Sheng, with members including Independent Director Yi-Chin Lee, Independent Director Jui-Yi Lin, and Director Shih-Min Chen
Responsibilities of the Sustainability Committee include:
- Formulating corporate social responsibility and sustainable development goals, strategies, and directions, as well as drafting management guidelines and specific implementation plans.
- Collecting data on annual goals and the implementation status of various aspects of sustainability and ESG.
- Tracking, reviewing, and revising the implementation and effectiveness of sustainability initiatives.
- Handling other ESG and sustainability-related matters as resolved by the Board of Directors.
| Name | Independent Directors (Yes/No) | Work Experience and Educational Background |
|---|---|---|
| Bobby Sheng Sustainability Committee Convener | Bachelor of Economics, University of California, Berkeley General Manager, Hoan Pharmaceuticals Ltd. | |
| Shih-Min Chen Member | Ph.D., School of Pharmacy, Taipei Medical University Masters, Department of Chemistry, National Chung Hsing University Business Development Manager, Hoan Pharmaceuticals Ltd. Assistant R&D Project Manager, United Biomedical, Inc., Asia /Assistant Manager, R&D Planning Department, Technology Division Section Head, Synpac-Kingdom Pharmaceutical Co., Ltd. Researcher, Medical and Pharmaceutical Industry Technology and Development Center | |
| Lee Yi-Chin Member | V | Master and Ph.D, Resource Planning, Civil Engineering Department, Stanford University Senior Consultant, McKinsey & Co. President, China Food Co., Ltd. |
| Lin Jui-Yi Member | V | MBA, George Washington University President, Shung Ye Trading Co., Ltd. |
Operational Status
Attendance of the Sustainability Committee in 2024
| Name | Actual Attendance Count | Proxy Attendance Count | Actual Attendance Rate (%) | Note |
|---|---|---|---|---|
| Bobby Sheng Sustainability Committee Convener | 2 | 1 | 66.67% | |
| Shih-Min Chen Member | 3 | 0 | 100% | |
| Lee Yi-Chin Member | 3 | 0 | 100% | |
| Lin Jui-Yi Member | 1 | 0 | 100% | After being approved by the Board of Directors on October 18, 2024, Committee Member Jui-Yi Lin officially joined the Sustainability Committee and participated only in the November 2024 Sustainability Committee meeting. |