Functional Committees
There are six functional committees under the board, including Audit Committee, Remuneration Committee, Nomination Committee, Strategy Committee, Risk Management Committee and Sustainable Development Committee, each assisting the Board in fulfilling its supervisory responsibilities. The organizational charters of these committees are implemented after approval by the Board.
Composed of three independent directors, with a term of three years. The convener, Ms. Lin Xiu-Yu, possesses expertise in accounting and finance.
The committee meets at least once every quarter and may convene additional meetings as necessary.
The main purposes of this committee are:
- Ensuring the proper presentation of the company’s financial statements.
- Selection (and removal) of the external auditor, as well as ensuring their independence and performance.
- Effective implementation of the company’s internal controls.
- Ensuring the company complies with relevant laws and regulations.
- Managing the company’s existing or potential risks.
The committee is composed of three independent directors, with a term of three years. The convener is Mr. Chang Yuan-Jan, who evaluates the company’s compensation policies and systems for directors and executives from a professional and objective standpoint. The committee meets at least twice a year and may convene additional meetings as needed to provide recommendations to the board of directors.
- Powers and Responsibilities:
1. Regularly review the company’s compensation policies and propose amendments.
2. Establish and regularly review the policies, systems, standards, and structures for the performance and compensation of directors and executives.
3. Regularly assess the compensation of the company’s directors and executives. - The Compensation Committee shall adhere to the following standards , when exercising its powers:
1. The performance evaluations and compensation for directors and executives should refer to the typical compensation levels in the industry, taking into account individual performance, company performance, and the relevance to future risks.
2. The committee should not incentivize directors and executives to engage in behavior that exceeds the company’s risk appetite in pursuit of higher compensation.
3. The proportion of short-term performance bonuses and the timing of certain variable compensation payments for directors and senior executives should be decided considering industry characteristics and the nature of the company’s business.
The committee is composed of three independent directors, with a term of three years. The convener is Mr. Yang Way-Wen. The committee meets at least twice a year and may convene additional meetings as necessary to present its recommendations to the board for discussion.
The main purposes of this committee are:
- Establish the standards required for board members and senior executives, and based on those standards, search for, review, and nominate candidates.
- Construct and develop the organizational structure of the board of directors and each committee, conduct performance evaluations for the board, committees, directors, and senior executives, and assess the independence of independent directors.
- Develop and regularly review a director training plan and succession plans for directors and senior executives.
- Establish the company’s corporate governance practices and code.
The committee is composed of two independent directors and six directors, with a term of three years. The convener is Mr. Yang Wei-Wen. The committee meets at least twice a year and may convene additional meetings as necessary to present its recommendations to the board for discussion.
The main responsibilities of this committee are as follows:
- Review the direction and strategies for the medium- and long-term development of the company and the group, as well as the implementation results.
- Review the strategies and results for promoting the company’s vision, positioning, and corporate culture.
- Review other important strategic issues.
Composition of the Committee’s Promotion and Implementation Unit
- The committee shall consist of no less than three members, appointed by the board of directors. Committee members should possess professional knowledge and capabilities in corporate sustainability, and at least one director should be involved in oversight.
- Depending on the company’s size, industry nature, or other factors related to sound sustainable development management, the committee may establish a dedicated (or part-time) sustainability unit and may appoint a senior executive to serve as the Chief Sustainability Officer (CSO) or in a comparable role, to ensure the advancement of the company’s sustainability initiatives.
- The Chief Sustainability Officer or the individual in a comparable role may, based on the needs of each department’s sustainability activities, form cross-departmental teams to execute sustainability-related tasks.
Powers and Responsibilities of the Committee’s Promotion and Implementation Unit
Under the authorization of the board of directors, the committee shall exercise due diligence in performing the following duties and report to the board:
- Formulate, promote, and strengthen the company’s sustainability policies, annual plans, and strategies.
- Review, track, and revise the implementation and effectiveness of sustainability efforts.
- Oversee sustainability disclosures and review the sustainability report.
- Supervise the execution of the company’s sustainability code or other sustainability-related tasks as decided by the board of directors.
The dedicated (or part-time) sustainability unit will assist the committee in implementing various plans, covering the following tasks, and report to the committee on the execution of sustainability initiatives:
- Corporate Governance Team: Responsible for legal compliance in corporate governance, formulating reasonable compensation policies and employee performance evaluation systems, education and training, and stakeholder communication mechanisms to achieve the company’s sustainability goals.
- Sustainability Environmental Team: Responsible for environmental management systems, complying with environmental regulations and international standards, assessing sustainability transformation, improving resource utilization, addressing climate change, and establishing a dedicated environmental management unit or personnel to achieve environmental sustainability goals.
- Social Responsibility Team: Responsible for human rights management policies and procedures, complying with human rights regulations and international standards, establishing communication mechanisms for all members (such as employees, subsidiaries, joint ventures, etc.) and key internal and external stakeholders in the value chain, assessing related risks and management mechanisms, and promoting community and cultural development to achieve sustainable operations goals.
- Sustainability Disclosure Team: Responsible for sustainability information management policies, complying with relevant sustainability disclosure regulations and international standards, and ensuring the full disclosure of relevant and reliable sustainability information to enhance transparency.
Cross-departmental teams will execute the tasks outlined above, compile execution plans or other sustainability-related matters, and report the results of their work to the dedicated (or part-time) sustainability unit or the committee.
The committee shall consist of no less than three members, with the majority of members being independent directors. The independent directors will elect one of their own to serve as the chairman. Unless otherwise specified by law or the company’s articles of incorporation, the term of the committee members will begin from the date of the board’s resolution and end when the director’s term expires, the director resigns from the committee or their position, or the board makes a decision to replace the original director with a new committee member.
The committee shall hold at least two regular meetings per year and may convene additional meetings as necessary, depending on changes in the internal and external environment.
The main responsibilities of this committee are as follows:
- Review the risk management policies, procedures, and structure, and regularly assess their applicability and effectiveness.
- Approve the risk appetite (risk tolerance) to guide resource allocation.
- Ensure that the risk management mechanism adequately addresses the risks the company faces and is integrated into daily operations.
- Approve the prioritization of risk controls and the categorization of risk levels.
- Review the implementation of risk management and provide necessary improvement suggestions, reporting regularly (at least once a year) to the board of directors.
- Execute the risk management decisions made by the board of directors.