Corporate Governance
In addition to complying with relevant laws and the provisions of the Articles of Incorporation, the Company is committed to protecting shareholders’ rights and interests, ensuring equal treatment of shareholders, strengthening the structure and operation of the Board, enhancing information transparency, and promoting sustainable development, in order to establish an effective corporate governance framework.
Audit Committee
The Company established the Audit Committee on May 31, 2016, replacing the Supervisors system. The Audit Committee is composed entirely of independent directors and assists the Board of Directors in fulfilling its oversight responsibilities regarding the fair presentation of the Company’s financial statements, the selection and dismissal, independence, and performance of certified public accountants, the effective implementation of the internal control system, compliance with applicable laws and regulations, and the management of existing or potential risks.
The Audit Committee’s duties include reviewing and approving the establishment or amendment of the internal control system, assessing the effectiveness of internal controls, and establishing or revising procedures for significant financial and operational activities such as the acquisition or disposal of assets, derivatives trading, lending of funds to others, and the provision of endorsements or guarantees. The Committee also reviews matters involving directors’ personal interests, significant asset or derivatives transactions, major loans, endorsements or guarantees, as well as the issuance, offering, or private placement of equity-type securities. In addition, the Committee is responsible for the appointment, dismissal, and remuneration of certified public accountants, the appointment or removal of financial, accounting, or internal audit officers, and the review of the Company’s annual and semi-annual financial reports.
Compensation and Nomination Committee
On December 22, 2011, the Board of Directors approved the establishment of the Compensation Committee and adopted the Compensation Committee Charter. The Committee is responsible for proposing, evaluating, and overseeing the policies and practices related to the compensation of directors, supervisors, and managerial officers, thereby assisting the Board of Directors in managing the Company’s compensation functions.
On December 23, 2025, the Board of Directors resolved to expand the functions of the original “Remuneration Committee” to include those of a “Nomination Committee” and to rename it the “Remuneration and Nomination Committee” in order to further strengthen the board’s functions and governance mechanisms.
In accordance with its professional expertise and based on the Company’s operational performance, the Compensation Committee evaluates and determines the remuneration of the members of top governance and senior management to ensure alignment with corporate goals and shareholder interests.
| Job title | Name | Main experience and education | Audit Committee | Remuneration and Nomination Committee |
|---|---|---|---|---|
| Convener | Wang, Kuo-Chiang (Independent Director) |
|
V (Convener) |
V (Convener) |
| Member | Kuan, Arthur (Independent Director) |
|
V | V |
| Member | Lee, Ming-Jye (Independent Director) |
|
V | V |