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11.May.2021

Functional committee

 



The Audit Committee
The company's audit committee consists of all independent directors to replace the supervisor.

Authority
  1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Law.
  2. Assessment of the effectiveness of the internal control system.
  3. Establish or amend the procedures for handling major financial business activities such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the directors’ own interests.
  5.  Significant asset or derivatives transactions.
  6. Significant capital loans, endorsements or guarantees.
  7. Raising, issuing or privately placing securities of an equity nature.
  8. Appointment, dismissal or remuneration of certified accountants.
  9. Appointment and removal of finance, accounting or internal audit supervisors.
  10. The annual financial report signed or sealed by the chairman, manager and accounting supervisor and the second quarter financial report that must be verified and certified by an accountant.
  11. Other major matters stipulated by the company or the competent authority.
The resolution on the matters mentioned in the preceding paragraph shall be approved by more than half of all members of the committee and submitted to the board of directors for resolution.

Basic information of the audit committee
Title Country Name Gender Taking office date Term of office Concurrent position
Independent director R.O.C 邱寶桂 Female 2025.03.21 3 Years
  • 鴻呈實業(股)公司Deputy General Manager, Finance
  • 台北商業大學會資系Part-time lecturer
  • 醒吾科大企管系Part-time lecturer
  • 東聯互動(股)公司Independent director
  • 岱煒科技(股)公司Independent director
Independent director R.O.C 陳以敦 Male 2025.03.21 3 Years
  • 合里聯合法律事務所Presiding attorney
  • 眾智光電科技(股)公司Independent director
  • 樺康智雲(股)公司Director
Independent director R.O.C 陳若中 Male 2025.03.21 3 Years
  • CW Crescent Tech Managing Partner

Attendance of the Fourth Audit Committee
The fourth Audit Committee has held 4 (A) meetings since March 21, 2025. The attendance of independent directors is as follows:
Title Name Attendance(B) Number of orders Percentage(B/A) Remark
Independent director 邱寶桂 4 - 100.00 2025.3.21 New
Independent director 陳以敦 4 - 100.00 2025.3.21 Re-elected
Independent director 陳若中 4 - 100.00 2025.3.21 New
Other matters that should be recorded:
  1. If the operation of the audit committee falls under any of the following circumstances, the date, period, content of the proposal, resolution results of the audit committee, and the company’s handling of the opinions of the audit committee should be stated:
    (1) Matters listed in Article 14-5 of the Securities and Exchange Act:
    Audit Committee Meeting Date Proposal content Audit Committee Resolution
    112.2.17
    The 3rd Session of the 4th Audit Committee Meeting
    The Company’s 2022 “Statement of Internal Control System” was discussed and approved. The motion was passed unanimously by all attending committee members without objection.
    112.3.10
    The 3rd Session of the 5th Audit Committee Meeting
    This is a record of the company's financial statements and business report for the fiscal year 2022. The motion was passed unanimously by all attending committee members without objection.
    Our company plans to change its visa accountant starting from the first quarter of 2023, and will conduct an assessment of the visa accountant's independence and competence. The motion was passed unanimously by all attending committee members without objection.
    112.5.5
    The 6th Meeting of the 3rd Audit Committee
    Our company's financial report for the first quarter of 2023. The motion was passed unanimously by all attending committee members without objection.
    The company's 2023 annual accountant fee proposal was discussed and approved. The motion was passed unanimously by all attending committee members without objection.
    112.8.1
    The 7th Meeting of the 3rd Audit Committee
    The Company’s financial results for the second quarter of 2023. The motion was passed unanimously by all attending committee members without objection.
    The draft amendments to the "Organization Chart" and "Organization Management Regulations" were discussed. The motion was passed unanimously by all attending committee members without objection.
    Discussions were held regarding the proposed revisions to the "Regulations on the Management of Official Seals". The motion was passed unanimously by all attending committee members without objection.
    112.11.3
    The 8th Meeting of the 3rd Audit Committee
    The Company’s financial report for the third quarter of 2023. The motion was passed unanimously by all attending committee members without objection.
    Revise some clauses of the "Control Operations for Information and Communication Security Inspection" internal control cycle and internal audit implementation details. The motion was passed unanimously by all attending committee members without objection.
    113.2.2
    The 9th Meeting of the 3rd Audit Committee
    The Company's 2023 "Internal Control System Statement" was approved. The motion was passed unanimously by all attending committee members without objection.
    Revise the Company's "Organization Chart" and "Organization Management Regulations". The motion was passed unanimously by all attending committee members without objection.
    113.3.8
    The 10th Meeting of the 3rd Audit Committee
    This is a record of the Company's financial statements and business report for the fiscal year 2023. The motion was passed unanimously by all attending committee members without objection.
    Our company plans to conduct an independence and competence assessment of certified public accountants starting in 2024. The motion was passed unanimously by all attending committee members without objection.
    113.5.3
    The 11th Meeting of the 3rd Audit Committee
    Our company's financial report for the first quarter of 2024. The motion was passed unanimously by all attending committee members without objection.
    113.5.13
    The 12th Meeting of the 3rd Audit Committee
    Discussions were held regarding the proposed revisions to the "Internal Important Information Processing and Insider Trading Prevention Management Measures". The motion was passed unanimously by all attending committee members without objection.
    113.8.7
    The 13th Meeting of the 3rd Audit Committee
    The Company’s financial results for the second quarter of 2024. The motion was passed unanimously by all attending committee members without objection.
    The company's 2024 annual accountant fee proposal was discussed and approved. The motion was passed unanimously by all attending committee members without objection.
    113.10.22
    The 14th Meeting of the 3rd Audit Committee
    The proposed plan is to issue new shares at a cash capital increase in 2024. The motion was passed unanimously by all attending committee members without objection.
    Proposed purchase of equipment for business use. The motion was passed unanimously by all attending committee members without objection.
    Discuss the revision of the Company's "Corporate Governance Practices Code", "Rules of Procedure for Board Meetings" and "Organizational Procedures of the Audit Committee". The motion was passed unanimously by all attending committee members without objection.
    Ratification of the Company’s “Organization Chart” and “Organization Management Regulations”. The motion was passed unanimously by all attending committee members without objection.
    Ratification of the changes in the company's accounting supervisor and internal audit supervisor. The motion was passed unanimously by all attending committee members without objection.
    113.11.08
    The 3rd Session of the 15th Audit Committee Meeting
    The Company’s financial results for the third quarter of 2024. The motion was passed unanimously by all attending committee members without objection.
    The company plans to formulate its "Work Procedures for the Preparation and Assurance of Sustainability Reports" and its internal audit implementation rules. The motion was passed unanimously by all attending committee members without objection.
    The company is proposing to formulate its "Sustainable Information Management Operating Procedures" and its internal audit implementation rules. The motion was passed unanimously by all attending committee members without objection.
    The proposed revision of the company's "Code of Ethical Conduct" is underway. The motion was passed unanimously by all attending committee members without objection.
    113.12.02
    The 16th Meeting of the 3rd Audit Committee
    The Company has determined the subscription date, the termination date for the issuance of new shares through a cash capital increase in 2024, and related matters. The motion was passed unanimously by all attending committee members without objection.
    114.1.23
    The 17th Meeting of the 3rd Audit Committee
    The proposed resolution is to approve the Company's 2024 "Statement of Internal Control System". The motion was passed unanimously by all attending committee members without objection.
    The company plans to assess the scope of "frontline employees" and revise certain clauses of the internal control cycle and internal audit implementation rules. The motion was passed unanimously by all attending committee members without objection.
    Our company intends to conduct a private placement of cash capital increase through the issuance of common stock. The motion was passed unanimously by all attending committee members without objection.
    114.3.10
    The 18th Meeting of the 3rd Audit Committee
    The Company’s 2024 Financial Statements and Business Report. The motion was passed unanimously by all attending committee members without objection.
    The company plans to revise its "Funding Lending and Endorsement Guarantee Operating Procedures". The motion was passed unanimously by all attending committee members without objection.
    Our company is assessing the independence and competence of certified public accountants for 2025. The motion was passed unanimously by all attending committee members without objection.
    114.5.5
    The 4th Session of the 2nd Audit Committee Meeting
    Our company's financial report for the first quarter of 2025. The motion was passed unanimously by all attending committee members without objection.
    The Company plans to change its visa accountant starting from the second quarter of 2025, and will conduct an assessment of the visa accountant's independence and competence. The motion was passed unanimously by all attending committee members without objection.
    2025 Accountant Funding Case. The motion was passed unanimously by all attending committee members without objection.
    Revising the Company's "Seal Management Regulations". The motion was passed unanimously by all attending committee members without objection.
    Personnel changes in the company's accounting supervisor. The motion was passed unanimously by all attending committee members without objection.
    114.8.12
    The 4th Session, 3rd Meeting of the Audit Committee
    The Company’s financial results for the second quarter of 2025. The motion was passed unanimously by all attending committee members without objection.
    The proposed revisions to the company's "Organization Chart" and "Organization Management Regulations" are as follows. The motion was passed unanimously by all attending committee members without objection.
    We propose to revise certain clauses of our "Sustainable Information Management Operating Procedures". The motion was passed unanimously by all attending committee members without objection.
    The company intends to approve the “Acquisition or Disposal of Assets Procedure” and “Funds Loan and Endorsement Guarantee Procedure” established by its subsidiaries, MLiS IoT Technology CO.,LTD. and DONGKAI ADVANCE TECHNOLOGY CO., LTD. The motion was passed unanimously by all attending committee members without objection.
    114.11.11
    The 4th Session of the 4th Audit Committee Meeting
    The Company’s financial results for the third quarter of 2025. The motion was passed unanimously by all attending committee members without objection.
    The proposed amendments to the Company’s “Operating Procedures for Lending and Endorsement Guarantees”, “Procedures for Acquiring or Disposing of Assets”, “Authorization Methods” and “Code of Practice for Sustainable Development”. The motion was passed unanimously by all attending committee members without objection.
    (2) Except for the matters mentioned above, other resolution matters that have not been approved by the audit committee  but have been approved by more than two-thirds of all directors: None
    2.The implementation of the independent director's recusal of the interest-related proposal shall state the name of the independent director, the content of the proposal, the reason for the revocation of the interest, and the circumstances of  his participation in voting: None.
   3.Communication situation between independent directors and internal audit supervisors and accountants (should include  major matters, methods and results of communication on the company’s financial and business conditions, etc.):
   (1) Communication situation with audit supervisor:
Date Communication matters Communication results
2023.02.17
Audit Committee
Report on the implementation of internal audit from December 2022 to January 2023 There were no comments raised during this meeting.
2023.03.10 
Audit Committee
Report on the implementation of internal audit in February 2023 There were no comments raised during this meeting.
2023.05.05
Audit Committee
Report on the implementation of internal audit in March 2023 There were no comments raised during this meeting.
2023.08.01
Audit Committee
Report on the implementation of internal audit from April to June 2023 There were no comments raised during this meeting.
2023.11.03
Audit Committee
Report on the implementation of internal audit from July to September 2023 There were no comments raised during this meeting.
2024.02.02
Audit Committee
Report on the implementation of internal audit from October to December 2023 There were no comments raised during this meeting.
2024.03.08
Audit Committee
Report on the implementation of internal audit in January 2024 There were no comments raised during this meeting.
2024.05.03
Audit Committee
Report on the implementation of internal audit in February-March 2024 There were no comments raised during this meeting.
2024.08.07
Audit Committee
Report on the implementation of internal audit from April to June 2024 There were no comments raised during this meeting.
2024.11.08
Audit Committee
Report on the implementation of internal audit from July to September 2024 There were no comments raised during this meeting.
2025.01.23
Audit Committee
Report on the implementation of internal audit from October to December 2024 There were no comments raised during this meeting.
2025.03.10
Audit Committee
Report on the implementation of internal audit in January 2025 There were no comments raised during this meeting.
2025.05.05
Audit Committee
Report on the implementation of internal audits in February-March 2025 There were no comments raised during this meeting.
2025.08.12
Audit Committee
Report on the implementation of internal audit from April to June 2025 There were no comments raised during this meeting.
2025.11.11
Audit Committee
Report on the implementation of internal audit from July to September 2025 There were no comments raised during this meeting.
    (2)Accountant communication situation:
Date Communication matters Communication results
2023.03.10 
Audit Committee
Explanation of the audit findings for the 2022 financial report. There were no comments raised during this meeting.
2023.05.05
Audit Committee
Explanation of the review status of the financial report for the first quarter of 2023 There were no comments raised during this meeting.
2023.08.01
Audit Committee
Explanation of the review status of the second quarter 2023 financial report. There were no comments raised during this meeting.
2023.11.03
Audit Committee
Explanation of the review status of the third quarter 2023 financial report. There were no comments raised during this meeting.
2024.03.08
Audit Committee
Explanation of the audit findings for the 2023 financial report. There were no comments raised during this meeting.
2024.05.03
Audit Committee
Explanation of the review status of the financial report for the first quarter of 2024 There were no comments raised during this meeting.
2024.08.07
Audit Committee
Explanation of the review status of the second quarter 2024 financial report There were no comments raised during this meeting.
2024.11.08
Audit Committee
Explanation of the review status of the third quarter 2024 financial report. There were no comments raised during this meeting.
2025.03.10
Audit Committee
Explanation of the audit findings for the 2024 financial report. There were no comments raised during this meeting.
2025.05.05
Audit Committee
Explanation of the review status of the financial statements for the first quarter of 2025. There were no comments raised during this meeting.
2025.08.12
Audit Committee
Explanation of the review status of the second quarter 2025 financial statements. There were no comments raised during this meeting.
2025.11.11
Audit Committee
Explanation of the review status of the third quarter 2025 financial statements. There were no comments raised during this meeting.
   

Salary and Remuneration Committee
The number of members of this committee is 3, appointed by resolution of the board of directors, and more than half of the members should be independent directors.

Authority
  1. Regularly review this regulation and make suggestions for amendments.
  2. Establish and regularly review the performance evaluation standards, annual and long-term performance targets, and salary and remuneration policies, systems, standards and structures of the company's directors and managers, and disclose the content of the performance evaluation standards in the annual report.
  3. Regularly evaluate the achievement of performance targets of the company's directors and managers, and determine the content and amount of their individual salary remuneration based on the evaluation results obtained from the performance evaluation standards. The annual report should disclose the individual performance evaluation results of directors and managers, as well as the correlation and rationality of the content and amount of individual salary remuneration with the performance evaluation results, and report it to the shareholders' meeting.


Basic information of the remuneration committee

Title Country Name Gender Taking office date Term of office Concurrent position
Independent director R.O.C 邱寶桂 Female 2025.04.07 3 Years
  • 鴻呈實業(股)公司Deputy General Manager, Finance
  • 台北商業大學會資系Part-time lecturer
  • 醒吾科大企管系Part-time lecturer
  • 東聯互動(股)公司Independent director
  • 岱煒科技(股)公司Independent director
Independent director R.O.C 陳以敦 Male 2025.04.07 3 Years
  • 合里聯合法律事務所Presiding attorney
  • 眾智光電科技(股)公司Independent director
  • 樺康智雲(股)公司Director
Independent director R.O.C 陳若中 Male 2025.04.07 3 Years
  • CW Crescent Tech Managing Partner

Operational situation
Meeting session
and date
Meeting minutes content
The 3rd time of the 4th session
2023/2/17
  • Matters for discussion:
    1.General manager salary review case
  • Decision situation:
    All directors present unanimously passed the resolution without objection.
The 4th time of the 4th session
2023/3/10
  • Matters for discussion:
    1.2022 Directors and Employees Remuneration Distribution Case.
  • Decision situation:
    All directors present unanimously passed the resolution without objection.
The 5th time of the 4th session
2023/8/1
  • Matters for discussion:
    1.Discuss the salary adjustment case due to the company's personnel changes.
    2.Discuss the salary reduction case for the company's managers.
  • Decision situation:
    All directors present unanimously passed the resolution without objection.
The 6th time of the 4th session
2023/11/3
  • Matters for discussion:
    1.Discuss the salary reduction case for the chairman of the board and managers above the associate level.
  • Decision situation:
    All directors present unanimously passed the resolution without objection.
The 7th time of the 4th session
2024/3/8
  • Matters for discussion:
    1.The remuneration distribution case for directors and employees in 2012.
    2.Revise the company's "Employee Salary, Remuneration, and Bonus Management Measures".
  • Decision situation:
    All directors present unanimously passed the resolution without objection.
The 8th time of the 4th session
2024/5/13
Matters for discussion:
1.Case on reinstating the original salary of the company’s chairman of the board and managers at associate level or above.
2.Remuneration proposal for independent directors serving as members of the review committee.
Decision situation:
All directors present unanimously passed the resolution without objection.
The 9th time of the 4th session
2024/10/22
Matters for discussion:
1. Discuss the salary adjustment and promotion salary adjustment cases for the company’s new managers
Decision situation:
All directors present unanimously passed the resolution without objection.
The 10th time of the 4th session
2024/12/2
Matters for discussion:
1.Discuss the employee stock subscription method for the company's 2024 cash capital increase and the issuance of new shares and the number of shares that can be subscribed to the managers during the issuance of new shares.
Decision situation:
All directors present unanimously passed the resolution without objection.
The 11th time of the 4th session
2025/01/23
Matters for discussion:
1.Proposed amendments to the Company's "Staff Salary, Remuneration and Bonus Management Rules" and "Directors and Managers' Remuneration Management Rules".
2.Discuss the salary and salary adjustment proposals for the company's new managers.
Decision situation:
All directors present unanimously passed the resolution without objection.
The 12th time of the 4th session
2025/03/10
Matters for discussion:
1.2024 directors and employees remuneration distribution plan.
Decision situation:
All directors present unanimously passed the resolution without objection.
The 1st time of the 5th session
2025/04/07
Matters for discussion:
1.The proposal to elect the convener and meeting chairperson of the fifth Remuneration Committee is discussed.
Decision situation:
The members of the Remuneration Committee unanimously agreed to nominate member CHIU,PAO-KUEI as the convener of this committee and chairman of the meeting.
The 2nd time of the 5th session
2025/05/05
Matters for discussion:
1.The remuneration proposal for the tenth board of directors of the Company.
Decision situation:
Except for the issue of independent director's salary, which was unable to be decided by this committee because all committee members were involved and had a conflict of interest and had to recuse themselves, the case was sent directly to the third session of the 10th Board of Directors for resolution. All other issues were passed unanimously by all present committee members without objection.

Sustainability Development Committee

Authority
1.Formulate, promote, and enhance the Company’s sustainability development policies, annual plans, and strategies.
2.Review, monitor, and revise the implementation status and performance of sustainability initiatives.
3.Supervise sustainability-related disclosures and review the Sustainability Report.
4.Oversee the execution of matters under the Company’s Sustainability Development Code or other sustainability-related tasks as resolved by the Board of Directors.

Basic information of the Sustainability Development Committee
Members Title Name Major Experience and Education
Convener General Manager 蘇立群
  • 美國南加州大學Master’s Degree in Electrical Engineering
  • 大同大學電機工程系Bachelor’s Degree
  • 鴻海精密工業(股)公司Senior Manager, Central Procurement
  • 緯翔科技(股)公司General Manager
  • 鑫創科技(股)公司Deputy General Manager, Marketing
Committee Member Independent Director 邱寶桂
  • 中國天津南開大學Ph.D. in Management
  • 交通大學高階主管經營管理碩士(EMBA)
  • 淡江大學Master’s Degree in Finance
  • 久陽精密股份有限公司Independent Director
  • 雲創通訊(股)公司(CFO)
  • 聯嘉光電(股)公司(CFO)
  • 宏致電子(股)公司(CFO)
Committee Member Deputy General Manager 許珠寶
  • 中興大學Bachelor’s Degree in Accounting
  • 東南實業(股)公司Assistant Vice President, Office of the General Manager

Sustainability Development Committee Organization Chart

永續委會員組織圖-英文版
Operational situation
Title Name Attendance(B) Number of orders Percentage(B/A)
Member (Convener) 蘇立群 1 - 100%
Member 邱寶桂 1 - 100%
Member 許珠寶 1 - 100%