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:
Professional qualifications and experience
Status of independence
|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.
(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.
|Position||Name||Attendance in Person (B)||By Proxy||Attendance Rate (%) (B/A)||Note|
|Convener||Chen Yu Chuan||2||0||100%||-|
|Committee Member||Feng Chang Kuo||2||0||100%||-|
|Committee Member||Chiang Chung Ju||2||0||100%||-|
|Committee Member||Lin Shu Wen||2||0||100%||-|
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: