Corporate Governance

Organizational system of the business group

Status of corporate governance

Audit Committee

The company set up the “audit committee” in 2012, in place of original supervisors. The committee consists of independent directors (four seats), who elect among themselves a convener and chairman of meeting. The convener is now served by Mr. Hsieh-Hsing Huang, independent director.

The audit committee oversees the proper expression of the company's financial statement, selection (dismissal), independence, and performance of certified public accountants, effective execution of the company's internal control mechanism, the company's legal compliance, and management of corporate survival or potential risks. It operates according to the company's “Audit Committee Charter”, with its reviewing scope covering financial statement, corporate auditing and accounting policy and procedure, internal control mechanism, major transactions of assets or derivatives, public placement or issuance of securities, appointment, dismissal, and compensation of certified public accountants, and the appointment and dismissal of financial, accounting, or internal-auditing chiefs. The audit committee convenes at least once every quarter. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.

Compensation Committee

To ensure a sound compensation system for directors and managers, the company established a "compensation committee" in August 2011. The committee members are appointed by the Board of Directors, with a minimum of three members. A majority of the members must be independent directors, and one independent director is elected by the members to serve as the convener and chairman of the meetings. The convener is now served by Mr. Chao-Chin Tung, independent director.

The compensation committee is in charge of formulating and regularly reviewing the policy on performance evaluation and compensation for directors and managing staffers. According to the " Compensation Committee Charter", the compensation committee convenes at least twice a year. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.

Corporate Governance and Sustainability Committee

In order to establish a good governance system, rationalize and strengthen management function, fulfill corporate social responsibilities, and attain sustainable development, the company set up the "corporate governance and sustainability committee" in 2018. The committee consists of more than three directors, who elect among themselves a convener and chairman of meeting. The convener is now served by Ms. Chwen-Jy Chiu.

The committee is in charge of reviewing the soundness of the company's corporate governance organization and system, the nomination of the candidates for directors and independent directors, supervision of the fulfillment of corporate social responsibilities and attainment of sustainable development, and strengthening of the operation and management of the units under the direct jurisdiction of the board of directors, among others. According to the company's " Corporate Governance and Sustainability Committee Charter ", the committee convenes at least twice a year. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.

Nomination Committee

To enhance the functionality of the Board of Directors and strengthen management mechanisms, the company established the "nomination committee" in June 2024. The committee consists of at least three directors nominated by the board, with more than half being independent directors. One member is elected by the committee to serve as the convener and chairman of the meetings. The convener is now served by Chairman Morris Li.

According to the "Nomination Committee Charter", the committee is responsible for establishing standards for the professional knowledge, skills, experience, diversity (including gender), and independence required for board members and senior executives. Based on these selection criteria, the committee identifies, reviews, and nominates candidates for directors, independent directors, and senior management. The nomination committee convenes at least once a year. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.

Strategy Committee

To strengthen the company's operational strategy development and enhance research and development in technological innovation, the company established the "strategy committee" in June 2024. The committee consists of at least three members, who may be directors or external experts, as appointed by the Board of Directors. The chairman of the board serves as the convener and chairperson of the meetings.

According to the "Strategy Committee Charter", its responsibilities include reviewing the company’s business operations and strategic development directions, planning organizational reforms and transformation initiatives, evaluating major investments, mergers, and acquisitions, as well as other key strategic issues. It also assesses the forward-looking technologies and product development strategies required by the company. The strategy committee convenes at least twice a year. For the committee's meetings and attendance rates of committee members, please refer to the company's yearbook.