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Governance

委員會

Committees

Committee Members and Operation

I. Current (6th) Audit Committee and Compensation Committee members

    Audit Committee Members'  Term: May 29, 2025 – May 28, 2028

    Compensation Committee Members'  Term: June 10, 2025 – May 28, 2028

Functional Committee Title Name Convener Education and Experience Remark
Audit Committee and Compensation Committee Independent director Huang, Li-Yuan Convener of Audit Committee
  • Master of Business Management, National Sun Yat-sen University
  • Vice President of Yenrich Technology Corp.
  • President of Chi Lin Optoelectronics Co., Ltd.
  • President of LEADSTAR Micro-Crystal Display Corporation (JiangSu) Ltd.
Audit Committee and Compensation Committee Independent director Kong, Chi-Chuan Convener of Compensation Committee
  • Department of Senior Petrochemical Engineering, Kao Ying Industrial Commercial Vocational High School
  • Manager of Jiao Chang Customs Brokerage Limited
  • Chairman of Jiao Chang Customs Brokerage Limited
Audit Committee and Compensation Committee Independent director Hsu, Xiao-Ling -
  • Department of Fashion Design, Shih Chien School of Home Economics and Economics
  • Investor Relations Manager of Bridge Roots Capital Co., Ltd.
A. Audit Committee

A summary of the Audit Committee’s key work priorities for 2025 and its operations during the year is 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, Li-Yuan Kuo 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 by the Audit Committee and found to be in compliance.

The above-mentioned business report, consolidated and parent company only financial statements, and earnings distribution proposal have been reviewed by the Audit Committee and found to be in compliance.

3. To assess the effectiveness of internal controls

The Audit Committee evaluates the Company's internal control system, including assessing the effectiveness and efficiency of its operations, and the reliability, timeliness, transparency, and compliance of reporting with applicable standards and regulations. The design and implementation of the internal control system have been effective.

4. CPAs

The Audit Committee is responsible for assessing 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”), submitted to the Audit Committee as well as the Board of Directors on the same day. CPAs from Deloitte & Touche were deemed qualified to serve as the Company's CPAs in accordance with the independence criteria.

5. The Audit Committee held six meetings in 2025. The attendance status of independent directors is as follows:
Title Name No. of Meeting Attendance in
Person		 Attendance
by Proxy		 Attendance
Rate (%)		 Remark
Convener Chen, Chih-Cheng 3 3 0 100% 5th-term members stepped down on 28 May 2025
Huang, Li-Yuan 3 3 0 100%
Member Yen, Shu-Yang 3 3 0 100% 5th-term members stepped down on 28 May 2025
Hsu, Xiao-Ling 3 3 0 100%
Member Kong, Chi-Chuan 6 6 0 100% 6th-term member reappointed

6. The date and session of the Audit 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

Independent

Directors’ Opinions /

Key Recommendations

Resolution

 Actions Taken
2025.02.19 19th board meeting in 5th term Approved the lifting the competition restrictions for the newly elected Directors. None Passed without objection N/A
2025.03.11 20th board meeting in 5th term Approved the Company's FY2024 IFRSs financial statements. None Passed without objection N/A
Approved the Company's 2024 Annual Business Report. None Passed without objection N/A
Approved the distribution of surplus for FY2024. None Passed without objection N/A
Approved the distribution of cash from capital surplus. None Passed without objection N/A
Adopted the Company's Statement of Internal Control System. None Passed without objection N/A
Approved the ratification of acquisitions and disposals of marketable securities. None Passed without objection N/A
2025.05.06 21th board meeting in 5th term Approved the Company’s IFRSs financial statements for the three months ended March 31, 2025. None Passed without objection N/A
Approved financing provided to subsidiary Chang Wah Energy Technology Co., Ltd. NT$200 million. None Passed without objection N/A
2025.08.05 1st board meeting in 6th term Approved the Company’s IFRSs financial statements for the six months ended June 30, 2025. None Passed without objection N/A
Approved the amendments to the “Rules Governing the Scope of Powers of Independent Directors.” None Passed without objection N/A
Approved the ratification of acquisitions and disposals of marketable securities. None Passed without objection N/A
2025.11.04 2nd board meeting in 6th term Approved the Company’s IFRSs financial statements for the nine months ended September 30, 2025. None Passed without objection N/A
Approved the distribution of surplus for the first half of FY2025. None Passed without objection
 N/A
Approved the ratification of acquisitions and disposals of marketable securities. None Passed without objection N/A
Approved the Company’s ‘General Principles for Pre-Approval of Non-Assurance Services’ None Passed without objection N/A
2025.12.18 3rd board meeting in 6th term Approved the recognition of losses by the Company from its equity-method investee, JMC Electronics Co., Ltd. None Passed without objection N/A
Approved the audit plan for FY2026. None Passed without objection N/A
Approved the appointment and remuneration of the CPA for FY2026. None Passed without objection N/A
Approved the donation budget for FY2026. None
 Passed without objection
 N/A
Approved the amendments to the internal control system and management guidelines. None
 Passed without objection
 N/A
Approved the execution of lease agreements with the subsidiary, Chang Wah Energy Technology Co., Ltd. None Passed without objection
 N/A
Approved the reclassification of certain investments in securities to current assets None
 Passed without objection
 N/A
Approved the ratification of acquisitions and disposals of marketable securities. None
 Passed without objection
 N/A
Approved the Company’s ‘General Principles for Pre-Approval of Non-Assurance Services’ None
 Passed without objection
 N/A

B. 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 four meetings in 2025. The attendance status of committee members is as follows:
Title Name No. of Meeting Attendance
in Person		 Attendance
by Proxy		 Attendance
Rate (%)		 Remark
Convener Kong, Chi-Chuan 4 4 0 100% 6th-term member reappointed
Member Chen, Chih-Cheng 1 1 0 100% 5th-term members stepped down on 28 May 2025
Huang, Li-Yuan 3 3 0 100%
Member Yen, Shu-Yang 1 1 0 100% 5th-term members stepped down on 28 May 2025
Hsu, Xiao-Ling 3 3 0 100%
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
2025.03.11 11th board meeting in 5th term Approved 2024 remuneration and compensation to directors. Passed without objection N/A
Approved 2024 employee compensation. Passed without objection N/A
2025.08.05 1st board meeting in 6th term Approved the monthly salaries of the Company's insiders and audit officer. Passed without objection N/A
Approved the monthly salary amounts for promotions of the Company’s insiders. Passed without objection N/A
Approved the remuneration to independent directors. Passed without objection N/A
Approved the amendments to the “Board Compensation Management Regulations” and the appointment of executive directors. Passed without objection N/A
2025.11.04 2nd board meeting in 6th term Approved the details and date of payment of directors' emoluments. Passed without objection N/A
Approved the amount of pension payment to the Company’s former General Manager. Passed without objection N/A
2025.12.17 2nd board meeting in 6th term Approved the performance bonuses to managers. Passed without objection 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. Passed without objection N/A
Approved the 2026 work plan of the Compensation Committee. Passed without objection N/A
II. Current (2nd) Sustainable Development Committee members

      Sustainable Development Committee Members’ Term: June 10, 2025 – May 28, 2028

Title Name Sustainability-related knowledge and expertise Remark

Chairman

（Convener）

 Hung, Chuen-Sing Possess expertise in integrating corporate governance with sustainability strategies.
Independent director Kong, Chi-Chuan Possess experience in corporate governance and expertise in evaluating employee rights protection and pay equity.
Independent director Huang, Li-Yuan Possess experience in corporate governance and expertise in integrating sustainability strategies.

A. Responsibilities of the Sustainable Development Committee and its operations during the year are as follows:

1. The Committee, under the authorization of the Board of Directors, shall, with the diligence of a prudent manager, faithfully exercise the following duties and report to the Board:

(1) Formulate, promote, and strengthen the company’s sustainability policies, annual plans, and strategies.

(2) Review, monitor, and revise the implementation and effectiveness of sustainability initiatives.

(3) Oversee the disclosure of sustainability information and review the sustainability report.

(4) Supervise the execution of the Company’s Sustainability Code or other sustainability-related matters as resolved by the Board.


2. The Sustainable Development Committee held two meetings in 2025. The attendance status of committee members is as follows:
Title Name No. of Meeting Attendance
in Person		 Attendance
by Proxy		 Attendance
Rate (%)		 Remark
Convener Hung, Chuen-Sing 2 2 0 100%
Member Kong, Chi-Chuan 2 2 0 100%
Member Huang, Li-Yuan 2 2 0 100%
3. The date and session of the Sustainable Development 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
2025.08.05 1st board meeting in 2nd term Approved the Company's 2024 Sustainability Report. Passed without objection N/A
2025.12.17 2nd board meeting in 2nd term Approval of the implementation of the Company's risk management policy. Passed without objection N/A
Approval of the Company's appointment of third-party assurance providers for the 2025 sustainability report and greenhouse gas Inventory. Passed without objection N/A

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