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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 黃仲康 Male 2022.05.27 3 Years
  • 台聯電訊(股)公司President
  • 福億通訊(股)公司Legal representative chairman
  • 普凌威科技(股)公司Legal representative supervisor
  • 金台聯國際貿易(上海)有限公司Legal representative director
  • Mentorgroup Investment Inc. Legal representative director
  • 伊斯酷軟體科技(股)公司Supervisor
  • 台科之星創業投資(股)公司Legal representative director
  • 指南之星創業投資(股)公司Legal representative director
Independent director R.O.C 陳以敦 Male 2022.05.27 3 Years
  • 合里聯合法律事務所Presiding attorney
  • 眾智光電科技(股)公司Independent director
Independent director Canada Leo Ho Male 2022.05.27 3 Years
  • 廣豐實業(股)公司Chairman
  • 寶豐資產管理(股)公司Chairman
  • 廣豐海外開發(股)公司Chairman

Operational situation
The Company has held 5(A) meetings of the Audit Committee since 2023, and the attendance of independent directors is as follows:
Title Name Attendance(B) Number of orders Percentage(B/A) Remark
Independent director 黃仲康 5 - 100.00 -
Independent director 陳以敦 5 - 100.00 -
Independent director Leo Ho 5 - 100.00 -
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:
    a. The "2022 Internal Control System Statement" case was discussed on February 17, 2023, and all members present unanimously passed it without objection.
    b. The company discussed the "2022 Financial Statements and Business Report" and "Replacement of Certified Public Accountants from the First Quarter of 2023, and Assessment      of the Independence and Competency of Certified Public Accountants" on March 10, 2023. All members present unanimously agreed. The objection was passed as agreed.
    c. On May 5, 2023, the "Financial Report for the First Quarter of 2023" and "Accountant's Public Expenses for 2023" cases were discussed, and all members present unanimously           approved the case without objection.
    d. On August 1, 2023, the "Financial Report for the Second Quarter of 2023" and "Amendment of the "Organization and Management Measures" and "Identity Management                     Measures" were discussed, and all members present unanimously passed the proposal without objection.
    e. On November 3, 2023, the "Financial Report for the Third Quarter of 2023" and "Amendment of Partial Provisions of the "Information Security Inspection Control Operations"           Internal Control Cycle and Internal Audit Implementation Rules" were discussed, and all members present unanimously approved the proposal without objection. .
    f. On February 2, 2024, the "2023 Internal Control System Statement" and "Revision of the "Organization Chart" and "Organization and Management Measures" were discussed,           and all members present unanimously approved the proposal without objection.
  2. (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
  3. 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:

    a. On February 17, 2023, the Audit Committee reported on the implementation of the internal audit from December 2022 to January 2023. There was no opinion at this meeting.
    b.On March 10, 2023, the Audit Committee reported on the implementation of the internal audit in February 2023. There was no opinion at this meeting.

    c. On May 5, 2023, the Audit Committee reported on the implementation of the internal audit in March 2023. There was no opinion at this meeting.
    d.On August 1, 2023, the Audit Committee reported on the implementation of the internal audit from April to June 2023. There was no opinion at this meeting.
    e. On November 3, 2023, the Audit Committee reported on the implementation of the internal audit from July to September 2023. There was no opinion at this meeting.
    f.On February 2, 2024, the Audit Committee reported on the implementation of the internal audit from October to December 2023. There was no opinion at this meeting.
    (2) Accountant communication situation:
    a. On March 10, 2023, the Audit Committee explained the review of the 2022 financial report. There was no opinion at this meeting.
    b. On May 5, 2023, the Audit Committee explained the review of the financial report for the first quarter of 2023. There was no opinion at this meeting.
    c. On August 1, 2023, the Audit Committee explained the review of the financial report for the second quarter of 2023. There was no opinion at this meeting.
    d. On November 3, 2023, the Audit Committee explained the review of the financial report for the third quarter of 2023. There was no opinion at 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 黃仲康 Male 2022.05.27 3 Years
  • 台聯電訊(股)公司President
  • 福億通訊(股)公司Legal representative chairman
  • 普凌威科技(股)公司Legal representative supervisor
  • 金台聯國際貿易(上海)有限公司Legal representative director
  • Mentorgroup Investment Inc. Legal representative director
  • 伊斯酷軟體科技(股)公司Supervisor
  • 台科之星創業投資(股)公司Legal representative director
  • 指南之星創業投資(股)公司Legal representative director
Independent director R.O.C 陳以敦 Male 2022.05.27 3 Years
  • 合里聯合法律事務所Presiding attorney
  • 眾智光電科技(股)公司Independent director
Independent director Canada Leo Ho Male 2022.05.27 3 Years
  • 廣豐實業(股)公司Chairman
  • 寶豐資產管理(股)公司Chairman
  • 廣豐海外開發(股)公司Chairman

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.