Identity

Name

Professional Qualifications and Experience (Note 2)

Independence Status (Note 3)

Number of Other Publicly Listed Companies Where Serving as Compensation Committee Member

Independent Director

 李清和

Possesses necessary work experience in business and corporate affairs

  • 歷任合鎂企業(有)公司董事兼總經理
  • 協鋁(股)公司董事
  • 同致電子企業(股)公司獨立董事兼薪酬委員。

As an independent director, meets the independence criteria, including but not limited to the absence of close relatives (within spouse, parents, etc.) serving as directors, supervisors, or employees of the company or its affiliated enterprises; has not provided business, legal, financial, accounting, or related services to the company or its affiliated enterprises with compensation within the last 2 years.

1

Independent Director

 嚴維群

Possesses necessary work experience in business and corporate affairs

  • 成功大學會計系
  • 美國紐約市立紐約大學MBA-Financ

As an independent director, meets the independence criteria, including but not limited to the absence of close relatives (within spouse, parents, etc.) serving as directors, supervisors, or employees of the company or its affiliated enterprises; has not provided business, legal, financial, accounting, or related services to the company or its affiliated enterprises with compensation within the last 2 years.

1

Independent Director

 黃旭男

Possesses necessary work experience in business and corporate affairs

  • 歷任銘傳大學管理學院院長
  • 慧友電子(股)公司獨立董事
  • 鈞寶電子工業(股)公司獨立董事
  • 同亨科技(股)公司獨立董事。

As an independent director, meets the independence criteria, including but not limited to the absence of close relatives (within spouse, parents, etc.) serving as directors, supervisors, or employees of the company or its affiliated enterprises; has not provided business, legal, financial, accounting, or related services to the company or its affiliated enterprises with compensation within the last 2 years.

3

Independent Director

 楊長謀
  • 美國康乃爾大學材料工程博士
  • 美國IBM Corpration Research
  • Division, Almaden Research Center,
  • San Jose, CA. U.S.A 研究員
  • 國立清華大學材料科學工程學系教授
  • 私立台北醫學大學兼任教授

As an independent director, meets the independence criteria, including but not limited to the absence of close relatives (within spouse, parents, etc.) serving as directors, supervisors, or employees of the company or its affiliated enterprises; has not provided business, legal, financial, accounting, or related services to the company or its affiliated enterprises with compensation within the last 2 years.

0
 

Audit Committee Operation Introduction: The function of this committee is to strengthen the internal control mechanism. Matters with significant financial impact on the company should be approved by the Audit Committee, and recommendations should be submitted to the Board of Directors for reference in decision-making. In accordance with the Taoyuan Organizational Regulations for Audit Committees, the committee is composed of all independent directors, with a minimum of three members, one of whom serves as the convener, and at least one member should have accounting or financial expertise. The committee meets at least once every quarter, and committee members must be notified in writing or by email at least 7 days before the meeting. For the attendance rate of each member, please refer to the Company's annual reports.

The operation of the Audit Committee is primarily aimed at supervising the following matters, as outlined in Article 3 of the "Organizational Regulations for Audit Committees" published by the Taiwan Stock Exchange and GreTai Securities Market:
  1. The appropriateness of the company's financial statements.
  2. The selection (dismissal) and independence and performance of the signing accountant.
  3. The effective implementation of the company's internal controls.
  4. The company's compliance with relevant laws and regulations.
  5. The control of the company's existing or potential risks.
Title Nationality Name Educational and Professional Background
Director (Independent) Republic of China (Taiwan) 李清和
  • 臺北科技大學EMBA畢業
  • 合鎂企業(有)公司董事兼總經理
Director (Independent) Republic of China (Taiwan) 嚴維群
  • 成功大學會計系
  • 美國紐約市立紐約大學MBA-Financ
Director (Independent) Republic of China (Taiwan) 黃旭男
  • 國立交通大學管理科學研究所博士
  • 銘傳大學管理學院院長
  • 銘傳大學管理研究所所長
  • 國立雲林科技大學企業管理系副教授
  • 行政院經濟建設委員會副研究員/組長
  • 台灣效率與生產力學會常務理事
  • 台灣全球商貿運籌發展協會常務監事
  • 財團法人財經立法促進院董事
  • 高教評鑑中心評鑑委員、台灣評鑑協會評鑑委員
Director (Independent) Republic of China (Taiwan) 楊長謀
  • 美國康乃爾大學材料工程博士
  • 美國IBM Corpration Research
  • Division, Almaden Research Center,
  • San Jose, CA. U.S.A 研究員
  • 國立清華大學材料科學工程學系教授
  • 私立台北醫學大學兼任教授

The company has legally established the Remuneration Committee and the Audit Committee, and currently does not have other types of functional committees. The establishment of additional committees will be evaluated as needed. In order to implement corporate governance and enhance the functionality of the Board of Directors, performance goals will be established to strengthen the efficiency of the operational aspects of the committees.

The company considers the company's situation and needs to establish performance evaluation criteria, including at least the following five aspects:
  1. Participation in the company's operations.
  2. Awareness of the responsibilities of functional committees.
  3. Enhancement of the decision-making quality of functional committees.
  4. Composition and appointment of members of functional committees.
  5. Internal controls.


The internal performance evaluation results of the functional committees should be completed within three months after the end of the fiscal year.

 

一、Communication Principles with Independent Directors, Internal Audit Manager, and Accountant

The company considers the situation and needs to establish performance evaluation criteria, including at least the following five aspects:

  1. Communication between independent directors and accountants is conducted through the Audit Committee. The accountant provides explanations in the first quarter, second quarter, third quarter, and when issuing the annual financial report. Discussions are held on future legal amendments and trends with independent directors.
  2. The internal audit manager is required to attend the Audit Committee every quarter to report on audit business and communicate with independent directors through the Audit Committee. Additionally, a "Audit Report" is compiled monthly, and electronic files of the audit reports are submitted to each independent director for review. Each audit report must track the improvement of internal control deficiencies and abnormal issues, and quarterly tracking reports are submitted to each independent director. If there are questions or instructions after independent directors review the electronic files of the audit reports, they will inquire or inform the audit manager.
  3. At least once a year, a separate meeting is convened between independent directors, accountants, and the audit manager (without management present) to discuss completed external opinions of the internal audit manager and accountant. Independent directors can also contact the audit manager directly as needed, and communication is in good condition.

一、Communication Principles with Independent Directors, Internal Audit Manager, and Accountant

The company considers the situation and needs to establish performance evaluation criteria, including at least the following five aspects:

  1. Communication between independent directors and accountants is conducted through the Audit Committee. The accountant provides explanations in the first quarter, second quarter, third quarter, and when issuing the annual financial report. Discussions are held on future legal amendments and trends with independent directors.
  2. The internal audit manager is required to attend the Audit Committee every quarter to report on audit business and communicate with independent directors through the Audit Committee. Additionally, a "Audit Report" is compiled monthly, and electronic files of the audit reports are submitted to each independent director for review. Each audit report must track the improvement of internal control deficiencies and abnormal issues, and quarterly tracking reports are submitted to each independent director. If there are questions or instructions after independent directors review the electronic files of the audit reports, they will inquire or inform the audit manager.
  3. At least once a year, a separate meeting is convened between independent directors, accountants, and the audit manager (without management present) to discuss completed external opinions of the internal audit manager and accountant. Independent directors can also contact the audit manager directly as needed, and communication is in good condition.

二、Communication Matters and Results in 2023

  1. Summary of communication between independent directors and internal audit managers in 2023
    Meeting Date Key Points Communication Format Communication Results
    February 22, 2023 Overview of internal audit work from January to February of the 2023 Meeting Presentation No other opinions.
    April 27, 2023 Overview of internal audit work from March to April of the 2023 Meeting Presentation No other opinions.
    August 3, 2023 Overview of internal audit work from May to August of the 2023 Meeting Presentation No other opinions.
    October 26, 2023 Overview of internal audit work from September to October of the 2023 Meeting Presentation No other opinions.
    December 14, 2023

    1. Overview of internal audit work from November to December of the 2023

    2. Audit plan for the 2024

    		 Meeting Presentation No other opinions.
  2. Summary of communication between independent directors and accountants in 2023
    Meeting Date Key Points Communication Format Communication Results
    February 14, 2023 Audit status of the financial statements for the 2022 Meeting Presentation No other opinions.
    August 3, 2023 Audit status of the 2023 Q2 financial statements Meeting Presentation No other opinions.

三、Communication Matters and Results in 2024

  1. Summary of communication between independent directors and internal audit managers in 2024
    Meeting Date Key Points Communication Format Communication Results
    February 29, 2024 Overview of internal audit work from January to February of the 2024 Meeting Presentation No other opinions.
    April 25, 2024 Overview of internal audit work from March to April of the 2024 Meeting Presentation No other opinions.
    August 8, 2024 Overview of internal audit work from May to August of the 2024 Meeting Presentation No other opinions.
  2. Summary of communication between independent directors and accountants in 2024
    Meeting Date Key Points Communication Format Communication Results
    February 29, 2024 Audit status of the financial statements for the 2023 Meeting Presentation No other opinions.
    August 8, 2024 Audit status of the 2024 Q2 financial statements Meeting Presentation No other opinions.