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
  • Independence of certified public accountants
  • Communication on firm quality control system and engagement governance
  • Audit results of financial statements for 2023
  • Important regulatory updates
2024.05.09 Certified public accountants, two independent directors, accounting supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q1 2024
  • Important regulatory updates
2024.08.13 Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q2 2024
  • Overview of recent accounting standard updates
  • IFRS Sustainability Disclosure Standards implementation plan
  • Important regulatory updates
2024.11.12 Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q3 2024
  • Overview of recent audit focus updates
  • Annual audit planning
  • Important regulatory updates
2025.02.25 Certified public accountants, all independent directors, accounting supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Communication on firm quality control system
  • Audit results of financial statements for 2024
  • Key revisions to the 2025 (13th) Corporate Governance Best Practice Principles
  • Important regulatory updates
2025.05.13 Certified public accountants, accounting firm manager, all independent directors, accounting supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q1 2025
  • Important regulatory updates
2025.08.13 Certified public accountants, accounting firm manager, two independent directors, accounting supervisor, corporate governance and finance supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q2 2025
  • Important regulatory updates
2025.11.12 Certified public accountants, accounting firm manager, all independent directors, accounting and finance supervisor, corporate governance supervisor, internal audit supervisor
  • Independence of certified public accountants
  • Preparation of financial statements for Q2 2025
  • Important regulatory updates
2026.03.10 Certified public accountants, accounting firm manager, three independent directors, accounting and finance supervisor, corporate governance supervisor
  • Independence of certified public accountants
  • Review of financial statements for 2025
  • Reminders of significant internal control deficiencies for 2025
  • Important regulatory updates
  • Introduction to 2026 (1st) ESG Evaluation Indicators
2026.05.06 Certified public accountants, accounting firm manager, three independent directors, accounting and finance supervisor, corporate governance supervisor
  • Ethics and independence of certified public accountants
  • Review of financial statements for Q1 2026
  • Important regulatory updates

 

 

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.