The purpose of the Audit Committee is to assist the Board of Directors to supervise the quality and faithfulness of the Company in performing the duties relating to accounting, audit, financial reporting procedures and financial control. The matters reviewed and resolved by the Audit Committee include: financial statements; policies and procedures for audit and accounting; internal control systems; asset or derivatives transactions of a material nature; loans of funds and endorsements or guarantees of a material nature; offering and issuance of securities; compliance of laws and regulations; related parties transactions and possible interests of conflict among managers and directors; report on the employees’ complaints; management of the Company’s risks; appointment, discharge of the certified public accountant(s) or the remuneration for them; and appointment or discharge of a financial, accounting or internal audit officer.
The Audit Committee comprises three independent directors, among which professor Wei-Ming Shen is a financial expert. To perform the duties of the Audit Committee, the Audit Committee may, according to the Regulations Governing Management over the Organizational Rules of the Audit Committee, carry out any appropriate inspection and investigation and directly contact with the internal auditors, certified public accountants and all employees of the Company. The Audit Committee may retain lawyers, accountants or other counsels and supervise them to assist it in performing the duties of the Audit Committee.
The regular meeting of the Audit Committee shall be held at least once a quarter. With respect to the details of the meetings of the Audit Committee and the attendance rate of the members of the Audit Committee, please refer to the annual report of the Company and other relevant records.
The purpose of the Remuneration Committee is to assist the Board of Directors to perform and evaluate the overall remuneration and benefits policies of the Company and the remuneration for the directors and managers of the Company.
The members of the Remuneration Committee are appointed by the Board of Directors. According to the Regulations Governing Organizational Rules & Management over the Remuneration Committee of the Company, the Remuneration Committee shall comprise at least one independent director. For the time being, the Remuneration Committee of the Company comprises two independent directors and one outside counsel, professor Yie-Yun Chang. Sheng-Shih Chang, the Chairman of the Board of Directors, is also often invited to attend the meeting of the Remuneration Committee, while he shall be absent from the meeting when the Remuneration Committee is discussing the remuneration for him.
According to the Regulations Governing Organizational Rules & Management over the Remuneration Committee, the Remuneration Committee may retain independent counsels to assist it in evaluating the remuneration for the Chief Executive Officer or managers.
The regular meeting of the Remuneration Committee shall be held at least twice a year. With respect to the details of the meetings of the Remuneration Committee and the attendance rate of the members of the Remuneration Committee, please refer to the annual report of the Company and other relevant records.
Members of the Committee
|Name||Audit Committee||Remuneration Committee|
|Wei-Ming Shen (independent director)||P <Chairperson>||P|
|Ming-Teh Wang (independent director)||P||P <Chairperson>|
|Chien-Yuan Lin (independent director)||P||P|
|Yie-Yun Chang (Outside Counsel)||P|