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Committees

Committee Members and Operation

I. Current (5th) Audit Committee and Compensation Committee members
Functional Committee Title Name Convener Education and Experience Remark
Audit Committee and Compensation Committee Independent director Chih-Cheng Chen Convener of Audit Committee
  • Bachelor of Accounting, Feng Chia University
  • Senior Manager of Deloitte & Touche
 Newly elected on June 17, 2022
Audit Committee and Compensation Committee Independent director Chi-Chuan Kong Convener of Compensation Committee
  • Department of Senior Petrochemical Engineering, Kao Ying Industrial Commercial Vocational High School
  • Manager of Jiao Chang Customs Brokerage Limited
 ---
Audit Committee and Compensation Committee Independent director Shu-Yang Yen ---
  • MBA/LLM, American University
  • Bachelor and Master of Laws, Fu Jen Catholic University
  • Junior Partner of Chien Yeh Law Offices Kaohsiung Office
  • Senior Manager of Legal Affairs Center of ASUSTeK Computer Inc.
  • Attorney of Guo Yu Shan Law Firm
 Newly elected on June 17, 2022
II. Audit Committee

Key tasks of the Audit Committee and its operations during the year are summarized as follows:

1. The Company’s Audit Committee comprises three independent directors. Its function is to supervise the fair presentation of the Company’s financial statements, the appointment (discharge), independence and performance of the Company’s CPAs, the effective implementation of internal controls, regulatory compliance, and controls over existing or potential risks of the Company. Its main responsibilities are set out below:
  1. (1) To formulate or amend the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. (2) To assess the effectiveness of the internal control system.
  3. (3) To formulate or amend procedures for significant financial or business activities pursuant to Article 36-1 of the Securities and Exchange Act, e.g., acquisition or disposal of assets, derivatives transactions, lending funds to other parties, and provision of endorsements or guarantees to other parties.
  4. (4) Matters involving directors’ personal interests.
  5. (5) Material asset or derivative instrument transactions.
  6. (6) Material loans to others or provision of endorsement or guarantees.
  7. (7) Offering, issuance, or private placement of equity-type marketable securities.
  8. (8) Appointment, discharge or compensation of CPAs.
  9. (9) Appointment or discharge of a financial, accounting, or internal audit officer.
  10. (10) Annual and semi-annual financial reports.
  11. (11) Other material matters governed by the Company or the competent authorities.
2. To review the financial reports

The board has prepared the Company’s business report, consolidated and parent company only financial statements and earnings distribution proposal. The consolidated and parent company only financial statements have been audited by independent auditors, Yu-Hsiang Liu and Hung-Ju Liao of Deloitte & Touche, with independent auditors’ reports issued. The above-mentioned business report, consolidated and parent company only financial statements and earnings distribution proposal have been reviewed and determined to be accurate by the Audit Committee.

3. To assess the effectiveness of internal controls

The Audit Committee evaluates the Company's internal control system, including to understand the effectiveness and efficiency of its operations and the reliability, timeliness, transparency, and regulatory compliance of reporting. The design and implementation of the internal control system have been effective.

4. CPAs

Audit Committee shall assess the independence of the accounting firm to ensure the fairness of financial reports. The independence assessment of CPAs was completed by the finance and accounting department using the “CPA independence assessment form” (with reference to Bulletin No. 10 of the “Norm of Professional Ethics for Certified Public Accountants” and Article 47 of the “Certified Public Accountant Act”) and approved by the Audit Committee as well as the board of directors on the same day. CPAs from Deloitte & Touche were determined to have met the independence criteria and been qualified to serve as the Company's CPAs.

5. The Audit Committee held eight meetings in 2022. The attendance status of independent directors is as follows:
Title Name No. of Meeting

Attendance

in Person

Attendance

by Proxy

Attendance

Rate (%)

 Remark
Convener Chun-Hao Hsin 3 3 0 100% Resigned on June 17, 2022
Chih-Cheng Chen 5 5 0 100% Newly elected on June 17, 2022
Member Erh-Lang Su 3 3 0 100% Resigned on June 17, 2022
Shu-Yang Yen 5 5 0 100% Newly elected on June 17, 2022
Member Chi-Chuan Kong 8 8 0 100%
III. Compensation Committee

Responsibilities of the Compensation Committee and its operations during the year are as follows:

1. To regularly review salaries and compensation
  1. (1) The function of the Compensation Committee is to assess the compensation policies and systems of directors and managers in a professional and objective manner. Committee members shall meet at least twice every year, and hold meetings when necessary to make recommendations to the board of directors as references for its decision-making.
  2. (2) Powers of the Compensation Committee
    1. a. To regularly review the Compensation Committee Charter and propose recommendations for amendments.
    2. b. To formulate and regularly review the annual and long-term performance targets as well as the compensation policies, systems, standards and structures of directors and managers.
    3. c. To regularly assess the achievement of targets by directors and managers and determine the compensation packages and amounts for individuals.
  3. (3) When exercising the aforementioned powers, the Compensation Committee shall adhere to the following principles:
    1. a. Ensure the Company's salary and compensation packages comply with relevant laws and regulations, and stay attractive to outstanding talents.
    2. b. Performance assessments and compensations of directors and managers are determined with reference to the industry standards and take into account the time contributed, responsibilities, target achievements and performance in other positions of individuals as well as the Company’s compensations to employees at equivalent positions in recent years. In addition, the correlation between the performance of individuals and the Company is assessed by the achievements of short and long-term business targets and the financial position of the Company.
    3. c. Compensation packages shall not be designed in a way which induces directors and managers to engage in conducts that exceed the Company's risk appetite.
    4. d. The percentages of bonus to directors and senior managers for short-term performance and the timing of payments for a portion of the variable pay shall be determined by considering the characteristics of the industry and the nature of the Company's business.
    5. e. Compensation Committee members shall not take part in the discussion and voting of their own compensation packages.
2. The Compensation Committee held three meetings in 2022. The attendance status of committee members is as follows:
Title Name No. of Meeting

Attendance

in Person

Attendance

by Proxy

Attendance

Rate (%)

 Remark
Convener Erh-Lang Su 1 1 0 100% Resigned on June 17, 2022
Chi-Chuan Kong 3 3 0 100%
Member Chun-Hao Hsin 1 1 0 100% Resigned on June 17, 2022
Chih-Cheng Chen 2 2 0 100% Newly elected on June 17, 2022
Member Shu-Yang Yen 2 2 0 100% Newly elected on June 17, 2022
3. The date and session of the Compensation Committee meeting, content of motions, resolutions and actions taken by the Company regarding the opinions of Committee members
Date of Meeting Session Content of Motion Resolution Actions Taken
2022/03/17 10th meeting of the 4th term Approved 2021 remuneration and compensation to directors Approved N/A
Approved 2021 employee compensation Approved N/A
2022/08/05 1st meeting of the 5th term Approved the monthly salaries of the Company's insiders and audit officer Approved N/A
Approved the remuneration to independent directors Approved N/A
Approved the payment details of remuneration to directors Approved N/A
2022/12/20 2nd meeting of the 5th term Approved the performance bonuses to managers Approved N/A
Approved the Company's designation of insiders and the audit officer as corporate director representatives of investees and the payment of remuneration to supervisors Approved N/A
Approved the 2023 work plan of the Compensation Committee Approved N/A

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