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Audit Committee
Name
Title
Po-Young Chu
Convener
Huey-Jen Su
Member
Chang-Mou Yang
Member
Operation of the Audit Committee
(1) The Audit Committee has 3 members.
(2) The company established the Audit Committee on June 18, 2004.The current committee members' term is from June 29, 2023, to June 28, 2026. In the most recent fiscal year (2024), the committee held 4 meetings (A), and the operational details are as follows
Title
Name
Attendance
Entrust attendance
Attendance rate
Remark
Independent Director
Po-Young Chu
4
0
100%
Convener
Independent Director
Huey-Jen Su
4
0
100%
-
Independent Director
Chang-Mou Yang
4
0
100%
-
Records Content
I. For Audit Committee meetings that concern any of the following, state the date and session of Audit Committee meeting, the motions discussed, the Audit Committee's resolutions, and how the Company has handled Audit Committee's opinions.
Conditions described in Article 14-5 of the Securities and Exchange Act.
Date
No.
2024 - 02 - 22
4th Meeting of the 4th committee
Content
1 Report on the derivative financial instruments transactions of the company and its subsidiaries for December 2023 and January 2024.
2 Report on the status of loans and endorsements/guarantees by the company and its subsidiaries as of January 31, 2024.
3 Report on the execution status of the company’s audit plan from October to December 2023.
4 Report on the performance evaluation results of the company’s board of directors, directors, and functional committees for 2023.
5 Preparation of the company's 2023 financial statements.
6 Proposal for setting the base date for employee stock warrants conversion into new shares for the fourth quarter of 2023.
7 Proposal for the 2023 earnings distribution plan of the company.
8 Proposal for the company’s 2023 "Internal Control System Statement."
9 Proposal for the periodic assessment of the independence and suitability of the company's appointed CPA.
10 Proposal to amend certain provisions of the company's "Audit Committee Charter."
Independent directors disagree
Nil
The company's handling of the different opinions of the audit committee
-
2024 - 05 - 10
5th Meeting of the 4th committee
Content
1 Report on the derivative financial instruments transactions of the company and its subsidiaries from February to April 2024.
2 Report on the status of loans and endorsements/guarantees by the company and its subsidiaries as of April 30, 2024.
3 Report on the execution status of the company’s audit plan from January to March 2024.
4 Proposal for the operating performance and consolidated financial statements for the first quarter of 2024.
6 Proposal for the company to act as a joint issuer for the subsidiary’s bank financing loan applications.
7 Proposal to set the base date for employee stock warrants conversion into new shares for the first quarter of 2024.
8 Proposal for the appointment or dismissal of the company’s chief accounting officer.
Independent directors disagree
Nil
The company's handling of the different opinions of the audit committee
-
2024 - 08 - 09
6th Meeting of the 4th committee
Content
1 Report on the derivative financial instruments transactions of the company and its subsidiaries from May to July 2024.
2 Report on the status of loans and endorsements/guarantees by the company and its subsidiaries as of July 31, 2024.
3 Report on the execution status of the company’s audit plan from April to June 2024.
4 Proposal for the operating performance and consolidated financial statements for the second quarter of 2024.
5 Proposal to set the base date for employee stock warrants conversion into new shares for the second quarter of 2024.
5 Proposal for the company to act as a joint issuer for the subsidiary’s bank financing loan applications.
5 Proposal for the new production equipment at the company’s new Hsinchu plant.
Independent directors disagree
Nil
The company's handling of the different opinions of the audit committee
-
2024 - 11 - 06
7th Meeting of the 4th committee
Content
1 Report on the derivative financial instruments transactions of the company and its subsidiaries from August to September 2024.
2 Report on the status of loans and endorsements/guarantees by the company and its subsidiaries as of September 30, 2024.
3 Report on the execution status of the company’s audit plan from July to September 2024.
4 Proposal for the operating performance and consolidated financial statements for the third quarter of 2024.
5 Proposal to set the base date for employee stock warrants conversion into new shares for the third quarter of 2024.
6 Proposal for the company to provide financing to Yuanhan Materials Co., Ltd., a wholly-owned subsidiary of the group.
Independent directors disagree
Nil
The company's handling of the different opinions of the audit committee
-
Replenish
In addition to the aforementioned issues, any other motions not passed by the Audit Committee but passed by the Board at the consent of more than two-thirds of the Directors: Not applicable.
II. Avoidance of involvements in interest-conflicting motions by independent directors, including details such as the name of independent director, the motion, the nature of conflicting interests, and involvement in the voting process: None.
III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (including the financial position and state of business operation in materiality, the means of communication, and the result):
(1) The Audit Committee convenes regularly and will invite certified public accountants, Chief Internal Auditor, and related officers to attend the meeting.
(2) The internal auditors conduct audits in accordance with the Annual Audit Plan and report to the Audit Committee on the audit findings. The Audit Committee evaluates the internal control system, the internal auditors, and the pursuit of internal audits regularly.
(3) The Audit Committee regularly engages in communication with the company's independent auditors regarding the review or audit results of the financial statements for each quarter and other communication matters related to legal requirements. Additionally, the committee independently reviews the appointment of the auditors and their provision of both audit and non-audit services for compliance with independence requirements. Simultaneously, professional advice is provided regarding the effectiveness of the internal control system.
Remuneration Committee
Name
Title
Huey-Jen Su
Convener
Po-Young Chu
Member
Chang-Mou Yang
Member
Operation of the Remuneration Committee
(1) The Remuneration Committee has 3 members.
(2) Term of current Committee: June 29, 2023, to June 28, 2026. The Remuneration Committee was convened 4 times (A) in the last fiscal year. Committee members’ qualifications and attendance were as follows:
Title
Name
Attendance
Entrust attendance
Attendance rate
Remark
Convener
Huey-Jen Su
2
0
100%
Convener
Newly appointed on June 29, 2023
Member
Po-Young Chu
4
0
100%
-
Member
Chang-Mou Yang
2
0
100%
Newly appointed on June 29, 2023
Independent Director
Donald Chang
2
0
100%
Term expired on June 29, 2023
Independent Director
Shi-Chern Yen
2
0
100%
Term expired on June 29, 2023
Records Content
If with respect to any resolution of the remuneration committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the opinion shall be stated in the meeting minutes. The date of the remuneration committee meeting, session, motion, the opinions of all members, and the response to their opinions shall be recorded.
Date
No.
2023 - 02 - 23
4th-09
Content
1 Proposed profit distribution plan and director remuneration for the fiscal year 2022 of the company, including distribution method and recipients.
2 Proposed amendment of the company’s “Remuneration committee Charter.”
3 Proposed to review and approve the targets for the fiscal year 2022 and the goal achievement of related employee stock options.
4 Report on the performance evaluation results of remuneration committee for 2022.
Result
1 Unanimous approval from all committee members.
2 Unanimous approval from all committee members.
3 After deliberation by all committee members, it is proposed to present the committee’s recommendations, along with the original proposal, for discussion at the board of directors meeting.
4 Unanimous approval from all committee members.
Opinions Expressed by The Committee Members and Company’s Response
-
2023 - 05 - 05
4th-10
Content
1 Proposed the annual salary increase plan for the fiscal year 2023 of the company.
2 Proposal of the 2022 targets and the issuance ratio of related employee stock options, as well as the new targets for year 2023.
Result
1.Unanimous approval from all committee members.
2.Unanimous approval from all committee members.
Opinions Expressed by The Committee Members and Company’s Response
-
2023 - 08 - 04
5th-01
Content
1. Proposed the annual salary increase plan for executive level above associate vice president (inclusive) in the fiscal year 2023.
2. Proposed remuneration adjustment plan for executive level due to promotion and job role change.
Result
1. Unanimous approval from all committee members.
2. Unanimous approval from all committee members.
Opinions Expressed by The Committee Members and Company’s Response
-
2023 - 12 - 07
5th-02
Content
1. Proposed organizational goal YR2023 and stock options reward plan of the company.
2. Proposed organizational goal YR2024 and the standard of performance evaluation for executive level of the company.
Result
1. Unanimous approval from all committee members.
2. Unanimous approval from all committee members.
Opinions Expressed by The Committee Members and Company’s Response
-
Additioinal Information
1. Define and periodically review the policies, systems, standards, and structure of performance evaluation and remuneration for directors and officers.
2. Periodically review and determine the remuneration for directors and officers.
Sustainability Development Committee
Name
Title
Johnson Lee
Convener
FY Gan
Member
Huey-Jen Su
Member
Po-Young Chu
Member
Chang-Mou Yang
Member
OPERATION OF THE Sustainability Development Committee
Title
Name
Attendance
Entrust attendance
Attendance Rate
Remark
Chairman
Johnson Lee
1
0
100%
Convener
Member
FY Gan
1
0
100%
-
Member
Huey-Jen Su
1
0
100%
-
Member
Po-Young Chu
1
0
100%
-
Member
Chang-Mou Yang
1
0
100%
-
RECORDS CONTENT
Date
No.
2023 - 06 - 10
1
Content
Content
Result
Resullt
Expressed by The Committee Members and Company’s Response
Opinions Expressed by The Committee Members and Company’s Response
Communication with Independent Directors
Communication between Independent Directors, Chief Audit Executive (CAE) and Certified Public Accountant (CPA)
1. The company submits a monthly audit report covering the identified deficiencies and corrective actions/ improvements in the previous month to the independent directors. The independent directors review the report and give instructions/suggestions.
2. The company's CAE convenes the audit committee quarterly to explain the audit business, audit results and follow-up status to the independent directors.
3. The company holds a board meeting every quarter. Independent directors and CAE all attend the board meeting. CAE reports the internal audit business at each board meeting.
4. During the audit of quarterly and annual financial statements, CPA attends the Audit Committee to explain audit (review ) scope of Financial Statements, significant Matters, conclusions, and to provide an update on relevant regulatory requirements, and to discuss fully and jointly with the independent directors.
5. CAE, CPA and independent directors can contact each other directly at any time as needed, and the communication channel is smooth.
Communication between Independent Directors and CAE
Date
Content
2024 - 02 - 22
The Audit Committee
Main Points
Explain the audit results of 2023 Q4.
Report the internal control declaration of 2023 .
Execution
Noted. Submit the report to the board meeting.
2024 - 05 - 10
The Audit Committee
Main Points
Explain the audit results of 2024 Q1.
Execution
Noted. Submit the report to the board meeting.
2024 - 08 - 09
The Audit Committee
Main Points
Explain the audit results of 2024 Q2.
Execution
Noted. Submit the report to the board meeting.
2024 - 10 - 02
Individual communication meeting
Main Points
Communicate with independent directors on E Ink 2023 audit status and discuss internal controls about ESG information management.
Execution
To evaluate the action plans per independent directors’ suggestions.
2024 - 11 - 06
The Audit Committee
Main Points
Explain the audit results of 2024 Q3.
Execution
Noted. Submit the report to the board meeting.
Communication between Independent Directors and CPA
Date
Content
2024 - 02 - 22
The Audit Committee
Main Points
1. CPA were in attendance to explain the audit result of the consolidated financial statements for the fiscal year 2023.
2. Communication of Key Audit Matters for the fiscal year 2023
3. Explanation of non-audit service provided for the fiscal year 2023
Execution
No objection.
2024 - 05 - 10
The Audit Committee
Main Points
CPA were in attendance to communicate the review result of the consolidated financial statements for the first quarter of 2024.
Execution
No objection.
2024 - 08 - 09
The Audit Committee
Main Points
CPA were in attendance to communicate the review result of the consolidated financial statements for the second quarter of 2024.
Execution
No objection.
2024 - 10 - 02
Individual communication meeting
Main Points
1. Communication of Key Audit Matters planned for the fiscal year 2024
2. Communication on the adoption of IFRS Sustainability Disclosure Standards.
Execution
No objection.