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Functional Committee

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in improving the performance of corporate governance by overseeing the proper presentation of the Company’s financial statements and the integrity of the process, the independence and performance of the certifying accountant, and the effective implementation of the Company’s internal controls.

The “Audit Committee” members of the Company are all Independent Directors. The current members of the Audit Committee are Independent Directors Chiang Chung Ju, Chen Yu Chuan, Feng Chang Kuo and Lin Kuei Kuang . The convenor is Independent Director Chiang Chung Ju.

The Audit Committee meets quarterly following the “Audit Committee Charter.” Within its authority, it may invite management, internal auditors, accountants appointed by the Company, or others to attend meetings and provide relevant information.
Its main duties are as follows:

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
Matters in which a director is an interested party.
Asset transactions or derivatives trading of a material nature.
Loans of funds, endorsements, or provision of guarantees of a material nature.
The offering, issuance, or private placement of any equity-type securities.
The hiring or dismissal of a CPA or the compensation.
The appointment or discharge of a financial, accounting, or internal auditing officer.
Annual and semi-annual financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairman, managerial officer, and accounting officer.
Other material matter as may be required by the Company or by the competent authority.

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Operations of the Audit Committee in 2023

Key Work Items of the Audit Committee in 2023

Operations of the Audit Committee in 2022

Key Work Items of the Audit Committee in 2022

Remuneration Committee

Remuneration Committee Members

Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title (Note 1)	Name	Professional qualifications and experience (Note 2)	Status of independence (Note 3)	Number of Other Public Companies where the Individual Concurrently Serves as a Remuneration Committee Member
Independent Director	Chen Yu Chuan (Convener)	Note 1			0
Independent Director	Feng Chang Kuo					1
Independent Director	Chiang Chung Ju					0
Others	Lin Shu Wen	Note 2	Note 3	1

Note 1. He is an independent director of the company. For relevant working years, professional qualifications and experience, and compliance with independence, please refer to the relevant content of “Disclosure of Information on Directors’ Professional Qualifications and Independent Directors’ Independence” in this annual report.

Note 2. Holds Bachelor of Tourism from Providence University and has previously served as the Marketing Operations Director of the subsidiary of ManpowerGroup Right Management Taiwan Co., Ltd., manager of Taichung branch office of ManpowerGroup, manager of Plaza International Hotel Co., Ltd., consultant at Adecco Taiwan and Chief Operating Officer of Chris Boutique Co. Has rich experience in human resources and management, and is currently a member of the compensation committee of Johnson Health Tech Co., Ltd., a listed company.

Note 3.
(1) The member, spouse and relatives within the second degree do not serve as directors, supervisors or employees of the Company or related companies;
(2) The member, spouse and relatives within second degree of kinship (or in the name of others) do not hold shares in the company; nor the director, supervisor or employee of a company that has a specific relationship with the company;
(3) The member, spouse and relatives within the second degree of kinship have not provided the Company or related companies with corporate, legal, financial, accounting and other related services or receive salary.

Operation of the Remuneration Committee

A. There are a total of 4 members in the Remuneration Committee.

B. Tenure of the session of 4th Remuneration Committee is from August 7, 2020 to June 11, 2023. A total of 2(A) meetings of Remuneration Committee were held in the previous period. The attendance record of the Remuneration Committee members was as follows:

Position	Name	Attendance in Person (B)	Attendance Rate (%) (B/A)	Note
Convener	Chen Yu Chuan	2	100%	-
Committee Member	Feng Chang Kuo	2	100%	-
Committee Member	Chiang Chung Ju	2	100%	-
Committee Member	Lin Shu Wen	2	100%	-

Agenda, resolutions and follow-up actions of the Company's Remuneration Committee

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Agenda, resolutions, and follow-up actions of the Company’s Remuneration Committee in 2023

Agenda, resolutions, and follow-up actions of the Company’s Remuneration Committee in 2022

Nominating Committee

To strengthen management and improve the Board of Directors functions, the Company established the Nominating Committee in 2022. The “Nominating Committee” members of the Company are all Independent Directors. The current members of the Audit Committee are Independent Directors Chiang Chung Ju, Chen Yu Chuan, and Feng Chang Kuo. The convenor is Independent Director Feng Chang Kuo.

Following the “Nominating Committee Charter,” the Nominating Committee meets twice yearly and may convene as often as necessary.Within its authority, it may invite management, internal auditors, accountants, legal consultants, or others to attend meetings and provide relevant information.Its main duties are as follows:

Establish the criteria of diversity and independence in terms of expertise, technology, experience, and gender required for members of the Board, and identify, review, and nominate Director candidates accordingly.
Construct the organizational structure of the Board of Directors and committees, conduct performance evaluations of the Board of Directors, committees, and each director, and evaluate the independence of the Independent Directors.
Plan and implement continuing education programs and succession plans for the Directors.
Other matters appointed by the Board of Directors to the Nominating Committee.

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Nominating Committee in 2023

Nominating Committee in 2022