By establishing a solid system for auditing, evaluating, and overseeing, the Audit Committee aims to enhance the operation and efficiency of the company's Board of Directors. Its goal is to strengthen overall corporate governance and ensure that the board of directors effectively supervises the business. The Audit Committee consists of two independent and one non-independent board member.
The Audit Committee serves its second term from April 28, 2022, to April 27, 2025.
In the year 2022, the Audit Committee held a total of 4 meetings. The agendas and attendance records for each committee member are listed below:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Chairman |
Stanley Yi Chang |
4 |
0 |
100 |
Independent Director |
Member |
Lulu Zhou |
4 |
0 |
100 |
Independent Director |
Member |
Kenneth Tseng |
4 |
0 |
100 |
Non-independent Director |
For detailed information on the Audit Committee meetings, please refer to Chapter 7 of Section 4 in the 2022 Annual Report under the "Special Committees Under the Board of Directors" section.
The Audit Committee should perform the following duties:
1.Oversee and evaluate the performance of external auditing firms and, if required, propose their appointment or replacement.
2.Oversee the company's internal audit policies and their proper execution.
3.Oversee and evaluate internal audits and ensure their smooth coordination with external audits.
4.Review the company's financial data and its disclosure.
5.Supervise and evaluate the effectiveness of internal controls.
6.Scrutinize the company's internal control procedures and audit significant transactions involving related parties;
7.Perform any additional tasks outlined in the company's articles of incorporation, applicable laws, regulations, and rules and procedures, as well as any additional tasks deemed appropriate by the Board of Directors.
The Strategy Committee strives to align with the company's strategic development needs, establish development plans, optimize procedures for the investment decision-making process, strengthen scientific decision-making, enhance the caliber and effectiveness of critical decision-making, refine the corporate governance structure, and bolster the company's core competitiveness. The Strategy Committee is composed of three non-independent board members.
The Strategy Committee of the Board of Directors serves its second term from April 28, 2022, to April 27, 2025.
The Strategy Committee held one meeting in 2022. The agendas and attendance logs for each committee member are listed below:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Chairman |
Duane Lee |
1 |
0 |
100 |
Non-independent Director |
Member |
Joyce Wang |
1 |
0 |
100 |
Non-independent Director |
Member |
Kenneth Tseng |
1 |
0 |
100 |
Non-independent Director |
For detailed information on the Strategy Committee meetings, please refer to Chapter 7 of Section 4 in the 2022 Annual Report under the "Special Committees Under the Board of Directors" section.
The Strategy Committee performs the following duties:
1.Review and advise on the company's strategic plans for long-term growth, business goals, and development guidelines.
2.Review and provide advice on the company's operational strategies, including but not limited to product strategy, market strategy, sales strategy, research and development strategy, and talent strategy.
3.Review and provide advice on significant investment and financing proposals that require the approval of the Board of Directors following the company's articles of incorporation and policies regarding the management of external investment.
4.Review and provide advice on proposals that require the approval of the Board of Directors under the company's articles of incorporation. These include significant financing and investment plans, large-scale capital operations (including but not limited to changes in registered capital, issuing bonds or securities, mergers, separations, dissolutions, or changes in the corporate form of the company or any wholly owned or controlled subsidiary, and plans for profit distribution and loss compensation), asset management projects, and proposals for the annual financial budget and final accounts.\
5.Review and provide advice on establishing or modifying investment projects funded by the company or its wholly owned or controlled subsidiaries through the issuance of securities.
6.Review and provide advice on other crucial matters affecting the company's development.
7.Monitor and evaluate the execution of the aforesaid issues, conduct research and evaluation, propose appropriate suggestions for the significant adjustments involved, and submit them for approval by the Board of Directors.
8.Propose suggestions on other issues authorized by the company's Board of Directors.
9.Perform any additional tasks outlined in the company's articles of incorporation, applicable laws, regulations, and rules and procedures, as well as any additional tasks deemed appropriate by the Board of Directors.
The purpose of the Nomination Committee is to standardize the selection process for senior management, including board members and the CEO, and optimize the composition of the Board of Directors to improve the corporate governance structure. The Nomination Committee consists of two independent and one non-independent board member.
The Nomination Committee of the Board of Directors serves its second term from April 28, 2022, to April 27, 2025.
In the year 2022, the Nomination Committee convened two meetings. Below is an overview of the meetings and attendance records for each committee member:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Chairman |
Lulu Zhou |
2 |
0 |
100 |
Independent Director |
Member |
Joyce Wang |
2 |
0 |
100 |
Non-independent Director |
Member |
Yongyao Lei |
2 |
0 |
100 |
Independent Director |
For detailed information on the Nomination Committee meetings, please refer to Chapter 7 of Section 4 in the 2022 Annual Report under the "Special Committees Under the Board of Directors" section.
The Nomination Committee performs the following duties:
1.Based on the operational activities, asset size, and ownership structure of the company, provide suggestions to the Board of Directors regarding the appropriate board size and composition.
2.Review the selection criteria and procedures for appointing board members, general managers, and other senior management personnel and offer recommendations to the Board of Directors.
3.Select suitable candidates for board members, general managers, and other senior management positions.
4.Review and provide recommendations on candidates for directors, general managers, and other senior management personnel.
5.Perform any additional tasks outlined in the company's articles of incorporation, applicable laws, regulations, and rules and procedures, as well as any additional tasks deemed appropriate by the Board of Directors.
The Compensation and Evaluation Committee aims to enhance the corporate governance structure by establishing and improving the framework for compensating and evaluating board members, general managers, and other senior executives. The Compensation and Evaluation Committee consists of two independent board members and one non-independent member.
The Compensation and Evaluation Committee serves its second term from April 28, 2022, to April 27, 2025.
In the year 2022, the Compensation and Evaluation Committee convened two meetings. The meetings and attendance records for each committee member are summarized below:
Title | Name | Attendance in Person | By Proxy | Attendance Rate (%) | Remarks |
---|---|---|---|---|---|
Chairman |
Yongyao Lei |
2 |
0 |
100 |
Independent Director |
Member |
Joyce Wang |
2 |
0 |
100 |
Non-independent Director |
Member |
Stanley Yi Chang |
2 |
0 |
100 |
Independent Director |
For detailed information on the Compensation and Evaluation Committee meetings, please refer to Chapter 7 of Section 4 in the 2022 Annual Report under the "Special Committees Under the Board of Directors" section.
The Compensation and Evaluation Committee performs the following duties:
1.Evaluate the performance criteria of board members, general managers, and other senior executives, conduct performance appraisals, and offer suggestions for improvement.
2.Study and review the compensation policies and plans for board members, general managers, and other senior executives.
3.Develop compensation schemes for board members and senior executives that align with their key responsibilities, level of significance, and salaries of jobs with similar responsibilities in other companies. The compensation plan mainly includes, but is not limited to, performance rating standards and procedures, a primary evaluation framework, and policies and systems related to rewards and punishments.
4.Examine and provide advice on the company's proposed equity incentive plans.
5.Oversee equity incentive schemes by assessing the eligibility criteria, granting conditions, and exercise conditions of the parties involved.
6.Supervise the implementation of the compensation plan.
7.Perform other duties specified in applicable laws, regulations, the company's articles of incorporation, requirements outlined in the rules of procedures, and any other duties authorized by the Board of Directors.
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