Identity

Name

Professional Qualifications and Experience

Independence Status (Note 3)

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

Independent Director

 Lee, Ching-Ho

Hold the work experience necessary for business and company operations

  • Director and General Manager of He Mei Enterprise Co., Ltd.
  • Director of Xie Lü Co., Ltd.
  • Independent Director and Compensation Committee Member of Tong Zhi Electronics Co., Ltd.

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

 David Yen

Possesses necessary work experience in business and corporate affairs

  • Accounting major in NCKU
  • MBA in Finance from the City University of New York

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

 Huang, Syu-Nan

Possesses necessary work experience in business and corporate affairs

  • MCU Dean of School of Management
  • Independent Director of Hui You Electronics Co., Ltd.
  • Independent Director of Jun Bao Electronics Co., Ltd.
  • Independent Director of Tong Heng Technology Co., Ltd.

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

 Yang, Chang-Mou
  • Cornell University-Master in Materials Science
  • THU Professor in Materials Science and Engineering

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
Independent Director Republic of China (Taiwan) Lee, Ching-Ho
  • Taipei University of Science and Technology EMBA
  • General Manager of Lea Hold Enterprise Co. Ltd.
Independent Director Republic of China (Taiwan) David Yen
  • Accounting major in NCKU
  • MBA in Finance from the City University of New York
Independent Director Republic of China (Taiwan) Huang, Syu-Nan
  • National Chiao Tung University-PhD, Institute of Management Science
  • MCU Dean of School of Management
Independent Director Republic of China (Taiwan) Yang, Chang-Mou
  • Cornell University-Master in Materials Science
  • THU Professor in Materials Science and Engineering

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.

Title Nationality Name Educational and Professional Background
Convener Republic of China (Taiwan) Vincent Tsuei
  • National Chiao Tung University EMBA
  • Researcher of ERSO, ITRI
Member (Independent Directors) Republic of China (Taiwan) David Yen
  • Accounting major in NCKU
  • MBA in Finance from the City University of New York
Member (Independent Directors) Republic of China (Taiwan) Huang, Syu-Nan
  • National Chiao Tung University-PhD, Institute of Management Science
  • MCU Dean of School of Management
Member (Independent Directors) Republic of China (Taiwan) Yang, Chang-Mou
  • Cornell University-Master in Materials Science
  • THU Professor in Materials Science and Engineering

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
    October 31, 2024 Overview of internal audit work from September to October 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