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Functional Committees

To enhance supervisory functions and strengthen management mechanisms, the company's Board of Directors, considering the company's scale, nature of business, corporate social responsibility, and sustainable management philosophy, has established three functional committees: the Audit Committee, the Remuneration Committee, and the Integrity and Sustainability Committee. Currently, all three functional committees are composed entirely of the company's three independent directors.

Job Title Name With more than five years of work experience
and the following professional qualifications
Concurrent Positions in Other Public Companies
Independent Director / Remuneration Committee Member
Number of households
Major Education and Work Experience
Independent Director Lin, Juh-Cheng
  • Lecturer or higher at public or private colleges and universities in disciplines related to business, law, finance, accounting, or corporate operations

  • Experience in business, law, finance, accounting, or corporate operations

0 / 0 Master of Business Administration, Mississippi State University, USA
Deputy General Manager, Taiwan Futures Exchange
Adjunct Lecturer, Graduate Institute of Management, National Taiwan Normal University
Independent Director Hsiao, Nai-Ching
  • Judges, prosecutors, lawyers, accountants, or other specialized professionals and technicians who hold certificates from national examinations required for corporate operations

  • Experience in business, law, finance, accounting, or corporate operations

0 / 0 Master's Degree in Law, Graduate Institute of Law, National Chung Hsing University
Supreme Court Judge
Independent Director Wu, Yung-Sheng
  • Lecturer or higher at public or private colleges and universities in disciplines related to business, law, finance, accounting, or corporate operations

  • Experience in business, law, finance, accounting, or corporate operations

2 / 2 Ph.D. in Law, National Chengchi University
Member and Chairperson of the Trading Committee, Taiwan Futures Exchange
Member and Chairperson of the Clearing Committee, Taiwan Futures Exchange
Adjunct Professor, Graduate Institute of Financial and Economic Law, CTBC Business School
Audit Committee

The Audit Committee of the company was established on May 20, 2015. The primary purpose of the Audit Committee's operations is to oversee the proper presentation of the company's financial statements, the appointment or dismissal and evaluation of the independence and performance of certified public accountants, the effective implementation of the company's internal controls, compliance with relevant laws and regulations, and the management of existing or potential risks faced by the company.

I.The Audit Committee of the company was established on May 20, 2015, consisting of three members, all of whom are independent directors.
II.Operation of the Audit Committee:

In the 113th year of the Republic of China, five meetings have been held (A), and the attendance of committee members is as follows:

Job Title Name Actual Attendance (B) Proxy Attendance Actual Attendance Rate % (B/A) Remarks
Independent Director
(Chairperson)
Lin, Juh-Cheng 3 0 100% 113/5/30 Newly Appointed
Independent Director Hsiao, Nai-Ching 5 0 100%
Independent Director Wu, Yung-Sheng 5 0 100%
Independent Director
(Chairperson)
Chen, Kuo-Tay 2 0 100% 113/5/30 Term Expired
Remuneration Committee
I.The company established a Compensation Committee in the 100th year of the Republic of China. Its primary responsibilities are to diligently perform the following duties with due care as a good manager, be accountable to the board of directors, and submit its recommendations for discussion by the board of directors.
  • Formulate and regularly review the policies, systems, standards, and structure for the performance evaluation and compensation of directors, supervisors, and managers.
  • Regularly assess and determine the compensation for directors, supervisors, and managers.
II.When exercising its duties, the Compensation Committee should adhere to the following principles:
  • The performance evaluation and compensation for directors and managers should be based on industry standards and consider the relevance to individual performance, company operating performance, and future risks.
  • Directors and managers should not be encouraged to engage in behavior that exceeds the company's risk tolerance in pursuit of compensation.
  • The proportion of short-term performance bonuses and the timing of payment for variable compensation for directors and senior executives should be determined based on industry characteristics and the nature of the company's business.
IV.Operation of the Compensation Committee:

In the 113th year of the Republic of China, nine meetings have been held (A), and the attendance of committee members is as follows:

Job Title Name Actual Attendance (B) Proxy Attendance Actual Attendance Rate % (B/A) Remarks
Independent Director
(Chairperson)
Lin, Juh-Cheng 5 0 100% 113/5/30 Newly Appointed
Independent Director Hsiao, Nai-Ching 8 1 89%
Independent Director Wu, Yung-Sheng 5 0 100% 113/5/30 Newly Appointed
Independent Director
(Chairperson)
Chen, Kuo-Tay 4 0 100% 113/5/30 Term Expired
Member Li, Shen-Yi 4 0 100% 113/5/30 Term Expired
Ethics and Sustainability Committee
I.Responsibilities of the Committee and Member Qualifications:

The company's Integrity and Sustainability Committee is composed of independent directors, with three members. The committee must meet at least once a year and is responsible for formulating and supervising the implementation of integrity management policies and prevention programs, as well as promoting and overseeing sustainability and fair treatment matters. After each meeting, the committee reports to the board of directors on compliance and resolutions. The committee primarily handles the following matters:

  • Assist in integrating integrity and ethical values into the company's business strategy, and work with legal and regulatory frameworks to establish measures that ensure integrity in business operations.
  • Regularly analyze and assess the risks of dishonest behavior within the business scope, and develop prevention programs accordingly. Establish standard operating procedures and conduct guidelines related to business operations within each program.
  • Plan internal structures, staffing, and responsibilities, and establish mutual supervision and checks and balances mechanisms for business activities with higher risks of dishonest behavior within the business scope.
  • Promotion and coordination of integrity policy training and awareness programs.
  • Plan a reporting system to ensure its effectiveness in execution.
  • Assist the board of directors and management in reviewing and assessing the effectiveness of the integrity management measures implemented, and regularly evaluate compliance with relevant business processes, providing reports accordingly.
  • Create and properly maintain documentation related to integrity management policies, compliance statements, implementation commitments, and execution status.
  • Assist in integrating sustainability and fair treatment values into the company's corporate culture.
  • Review the company’s policies and goals related to sustainability and fair treatment.
  • Supervise the implementation and effectiveness of the company's sustainability and fair treatment initiatives.
II.Qualifications and Terms of Committee Members:
  • This committee is composed of all independent directors, with a minimum of three members. One member shall act as the chairperson, and at least one member must possess expertise in law, management, accounting, or finance.
  • The term of office for members of the Remuneration Committee aligns with the term of independent directors. If an independent director is dismissed or a vacancy occurs, resulting in a number of members below the requirements stipulated in the preceding paragraph or the Articles of Incorporation, a replacement shall be elected at the next shareholders' meeting. If all independent directors are dismissed, the company shall convene an extraordinary shareholders' meeting within 60 days from the date of the event to elect replacements.election should be held at the next shareholders' meeting. If all independent directors are removed, the company must convene an extraordinary shareholders' meeting to elect replacements within sixty days from the occurrence of the event.
III.The company has designated the Integrity and Sustainability Committee as the dedicated unit for promoting ethical corporate management. This committee is responsible for formulating ethical management policies and preventive measures, supervising their implementation, and reporting on their operations and execution status to the Board of Directors at least once a year. On November 7, 2024, the committee reported to the Board of Directors on the implementation of ethical corporate management measures.
Operation of the Integrity and Sustainability Committee:

In the 113th year of the Republic of China, four meetings have been held (A), and the attendance of committee members is as follows:

Name Gender Actual Attendance (B) Proxy Attendance Actual Attendance Rate % (B/A) Remarks
Independent Director
(Chairperson)
Lin, Juh-Cheng 2 0 100% 113/5/30 Newly Appointed
Independent Director Hsiao, Nai-Ching 4 0 100%
Independent Director Wu, Yung-Sheng 4 0 100%
Independent Director
(Chairperson)
Chen, Kuo-Tay 2 0 100% 113/5/30 Term Expired
::: Capital Securities Capital Inv. Cons. Capital Insurance Capital Asset Mgmt. Capital HK
Futures Corporation:(02)2700-2888
B1, No. 97, Section 2, Dunhua South Road, Taipei City
Taichung Branch:(04)2319-9909
3F-6, No. 633, Sec. 2, Taiwan Blvd, Xitun Dist, Taichung City
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