Committee
Audit Committee
Overview
To improve the board of directors' oversight responsibilities and strengthen the board's management mechanism, the Company established an audit committee in October 2021. The audit committee consists of all three independent directors, at least one of whom has expertise in accounting or finance. The term of office for the independent directors on this committee is three years, and they may be re-elected for successive terms. The convener of this committee represents the committee externally.
Purpose of Establishment
The Company established an audit committee in October 2021 to replace supervisors. To implement the spirit of corporate governance, the committee operates in accordance with the Company's "Audit Committee Charter," with the primary purpose of overseeing the following matters:
(1) The Company's compliance with relevant laws and regulations.
(2) Management of existing or potential risks of the Company.
(4) Establishment or amendment of procedures for handling significant financial transactions.
(5) Matters involving the personal interests of directors.
(6) Appointment, dismissal, independence, and performance of certified public accountants.
(7) Fair presentation of the Company's financial statements.
Members
| Title | Name | Major Education | Experience |
|---|---|---|---|
| Convener and Chairman | Liao Kuo-Chun | Master of Financial Law, Feng Chia University Bachelor of Law, Soochow University |
Director of Huanhai Law Firm, Taichung and Changhua Offices Arbitrator, Chinese Arbitration Association, R.O.C. Chairman, Changhua County Schools Parents' Association Founding Chairman, Changhua County Enterprise Planning Managers' Occupational Union Labor Mediator, Hsinchu District Court, Taiwan |
| Member | Li Meng-Jung | Graduate Institute of Law, National Taiwan University | Director, Haoxin International Law Firm Chairman, Dafeng Investment Co., Ltd. |
| Member | Chou Hsin-Hui | Doctor of Management, University of Manchester, UK | Professor, Department of Business Administration, National Cheng Kung University Independent Director, Oriental Wind Energy Technology Co., Ltd. Alternate Director, Chinese Society for Technology Management Chairman, Department of Business Administration, National Cheng Kung University Director, Case Teaching Development Center, National Cheng Kung University |
| Member | Chuang Wen-Chung | Master of Business Administration, Chang Jung Christian University | Partner Accountant, Ching Ying CPAs Firm Director, Yao Chang Enterprise Co., Ltd. Finance Section Chief, Uni-President Pepsi (Taiwan Pepsi) Co., Ltd. |
Communication between Independent Directors and Internal Control Supervisor
The internal audit supervisor reports to the independent directors on the company's internal audit implementation at quarterly audit committee and board meetings, and submits a written report on the annual audit plan's execution and follow-up on internal control deficiencies for independent directors' review monthly; in case of significant abnormalities, a report is immediately prepared for approval and notification to all independent directors. Independent directors may, when they wish to understand certain matters in more detail, inquire the audit supervisor by phone at irregular intervals or actively request the audit supervisor to provide a report.
Communication between Independent Directors and Accountants
The Company's certified public accountants communicate with the audit committee members on the results of the quarterly financial statement audits or reviews and other matters required by relevant laws on the day of each quarterly audit committee meeting. In case of special circumstances, they also report to the committee members immediately. The Company's committee has good communication with the certified public accountants.
| Meeting Date | Attendees | Matters Communicated with Certified Public Accountants |
|---|---|---|
| 2024.03.12 | Certified public accountants, all independent directors, accounting supervisor, internal audit supervisor |
|
| 2024.05.09 | Certified public accountants, two independent directors, accounting supervisor, internal audit supervisor |
|
| 2024.08.13 | Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor |
|
| 2024.11.12 | Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor |
|
| 2025.02.25 | Certified public accountants, all independent directors, accounting supervisor, internal audit supervisor |
|
| 2025.05.13 | Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, internal audit supervisor |
|
| 2025.08.13 | Certified public accountants, accounting firm manager, two independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor |
|
| 2025.11.12 | Certified public accountants, accounting firm manager, all independent directors, accounting and finance supervisor, corporate governance supervisor, internal audit supervisor |
|
| 2026.03.10 | Certified public accountants, accounting firm manager, three independent directors, accounting and finance supervisor, corporate governance supervisor |
|
| 2026.05.06 | Certified public accountants, accounting firm manager, three independent directors, accounting and finance supervisor, corporate governance supervisor |
|
Remuneration Committee
Overview
The Remuneration Committee is responsible for establishing and regularly reviewing the policies, systems, standards, and structure for performance evaluation and remuneration of directors and managers. The members of the Remuneration Committee are appointed by a resolution of the board of directors, with at least three members, who elect one among themselves as the convener; the term of office for the members is the same as the term of the appointing board of directors.
Members
| Title | Name | Major Education | Experience |
|---|---|---|---|
| Convener and Chairman | Liao Kuo-Chun | Master of Financial Law, Feng Chia University Bachelor of Law, Soochow University |
Director of Huanhai Law Firm, Taichung and Changhua Offices Arbitrator, Chinese Arbitration Association, R.O.C. Chairman, Changhua County Schools Parents' Association Founding Chairman, Changhua County Enterprise Planning Managers' Occupational Union Labor Mediator, Hsinchu District Court, Taiwan |
| Member | Li Meng-Jung | Graduate Institute of Law, National Taiwan University | Director, Haoxin International Law Firm Chairman, Dafeng Investment Co., Ltd. |
| Member | Chou Hsin-Hui | Doctor of Management, University of Manchester, UK | Professor, Department of Business Administration, National Cheng Kung University Independent Director, Oriental Wind Energy Technology Co., Ltd. Alternate Director, Chinese Society for Technology Management Chairman, Department of Business Administration, National Cheng Kung University Director, Case Teaching Development Center, National Cheng Kung University |
| Member | Chuang Wen-Chung | Master of Business Administration, Chang Jung Christian University | Partner Accountant, Ching Ying CPAs Firm Director, Yao Chang Enterprise Co., Ltd. Finance Section Chief, Uni-President Pepsi (Taiwan Pepsi) Co., Ltd. |
Independent Directors and Internal Audit Supervisor
Communication with Accountants
Members
| Title | Name | Major Education | Experience |
|---|---|---|---|
| Independent Director | Liao Kuo-Chun | Master of Financial Law, Feng Chia University Bachelor of Law, Soochow University |
Director of Huanhai Law Firm, Taichung and Changhua Offices Arbitrator, Chinese Arbitration Association, R.O.C. Chairman, Changhua County Schools Parents' Association Founding Chairman, Changhua County Enterprise Planning Managers' Occupational Union Labor Mediator, Hsinchu District Court, Taiwan |
| Independent Director | Li Meng-Jung | Graduate Institute of Law, National Taiwan University | Director, Haoxin International Law Firm Chairman, Dafeng Investment Co., Ltd. |
| Independent Director | Chou Hsin-Hui | Doctor of Management, University of Manchester, UK | Professor, Department of Business Administration, National Cheng Kung University Independent Director, Oriental Wind Energy Technology Co., Ltd. Alternate Director, Chinese Society for Technology Management Chairman, Department of Business Administration, National Cheng Kung University Director, Case Teaching Development Center, National Cheng Kung University |
| Independent Director | Chuang Wen-Chung | Master of Business Administration, Chang Jung Christian University | Partner Accountant, Ching Ying CPAs Firm Director, Yao Chang Enterprise Co., Ltd. Finance Section Chief, Uni-President Pepsi (Taiwan Pepsi) Co., Ltd. |

