Governance

Composition, Responsibilities, and Operation of Functional Committees:

Audit Committee

Audit Committee’s Professional Qualifications and Annual Focus on Operations

The Audit Committee assists the Board in fulfilling its role of overseeing the quality and integrity of the Company’s execution of accounting, auditing, financial reporting processes, and financial controls. The Audit Committee considers matters such as financial statements, auditing and accounting policies and procedures, internal control systems, material asset or derivative transactions, material loans and endorsements or guarantees, solicitation or issuance of securities, compliance with laws and regulations, whether managers and directors have related-party transactions and possible conflicts of interest, employee grievance reports, fraud investigation reports, risk management of the Company, and the appointment, dismissal, or compensation of the certified public accountants, and the appointment or dismissal of the supervisor of finance, accounting or internal audit. Under the laws of the Republic of China, the Audit Committee shall be composed of all independent directors. The Audit Committee has the authority to conduct appropriate audits and investigations to fulfill its responsibilities as set forth in its charter and has direct access to the Company’s internal auditors, certified public accountants, and all employees. The Audit Committee also has the authority to retain and supervise attorneys, accountants, or other advisors to assist it in performing its duties.

Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.

Committee members:

Sung-Yuan Liao, Independent Director (convener) (male)
Shih-Ming Li, Independent Director (male)
Chung-Ming Tseng, Independent Director (male)

Organizational Charter of the Audit Committee

Nomination Committee

The Nomination Committee aims to improve the nomination system of the Company’s directors and functional committees. On September 13, 2021, the Board of Directors resolved to establish the Nomination Committee. Pursuant to the Company’s Organizational Charter of the Nomination Committee, the Committee shall comprise at least three directors elected by the Board of Directors, with a majority of independent directors participating in the Committee. Currently, the Company’s Nomination Committee consists of all independent directors and the Chairman of the Board. Pursuant to the Organizational Charter of the Nomination Committee, the duties of the Nomination Committee include:

The Committee establishes the criteria of diversity and independence regarding expertise, skills, experience, and gender required for board members, supervisors, and senior managers and identifies, reviews, and nominates candidates for directors, supervisors, and senior managers accordingly.

Construct and develop the organizational structure of the Board of Directors and Committees, conduct a performance evaluation of the Board of Directors, Committees, directors, and senior managers, and evaluate the independence of independent directors.

To establish and periodically review directors’ continuing education programs and succession plans for directors and senior managers.

Revise the Company’s Corporate Governance Code of Practice.
Please refer to the Company’s annual reports or visit the Market Observation Post System for the Committee meetings and each member’s attendance rate.

Committee members:

Sung-Yuan Liao, Independent Director (convener)
Shih-Ming Li, Independent Director
Chung-Ming Tseng, Independent Director
Yung-Hsiang Lin, Director

The Company’s Nomination Committee was established to identify outstanding professionals. The Committee, comprised of Sung-Yuan Liao, Shih-Ming Li, Chung-Ming Tseng, the Independent Director, and Chairman Lin, are experienced in a wide range of academic, medical, and commercial operations, and can review the ability of senior talents from their professional perspectives. The Nomination Committee can review and nominate candidates for directors and senior managers based on the criteria of diversity and independence regarding expertise, skills, experience, and gender required for board members and senior managers.
Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.

Organizational Charter of the Nomination Committee

Remuneration Committee

Remuneration Committee’s Annual Operation

To improve the remuneration system for directors, supervisors, and managers of the Company, hereby formulate the Organizational Charter of the Remuneration Committee per the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” for compliance.

Committee members:

Chung-Ming Tseng, Independent Director (convener) (male)
Sung-Yuan Liao, Independent Director (male)
Shih-Ming Li, Independent Director (male)

Information on policies, systems, standards, and structures for evaluating the performance and compensation of directors and managers: (Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.)

The scope of the Company’s annual discussion for 2023 includes the allocation of directors’ and managers’ remuneration, managers’ salaries, and year-end bonuses. The Company’s Human Resources Department supervisor presented all motions and discussed the related performance evaluation, policies, systems, standards and structures, and others with all the members of the Board of Directors. Throughout the year 2023, all discussion topics were conducted with strict adherence to conflict-of-interest avoidance measures. After the chairman consulted with all members present, all motions were approved as presented. All motions were submitted to the Board of Directors for approval.

Organizational Charter of the Remuneration Committee

Risk Management Committee

To establish a risk management mechanism and strengthen corporate governance, the Board of Directors passed a resolution to establish the “Risk Management Committee” on May 3, 2022.

On December 30, 2021, the Board of Directors resolved to establish the “Risk Management Measures.”

On August 3, 2022, the Board of Directors resolved to establish the “Organizational Charter of the Risk Management Committee.”

Scope of Risk Management, Organizational Structure, and Operational Status

The members of this Committee shall be appointed by resolution of the Board of Directors and shall consist of not less than three members, more than half of whom shall be independent directors, and more than one member shall have the required professional competence of this Committee and receive regular education on risk management. Risk management education is conducted annually and consists of a 3-6 hour training program. The term of office of the members of this Committee is the same as the term of the appointed Board of Directors. The members of this Committee shall faithfully perform the following duties with good stewardship, be accountable to the Board of Directors, and submit their recommendations to the Board of Directors for discussion:

1. Review risk management policies.
2. Review the appropriateness of the risk management framework.
3. Review the significant risk management strategy, including risk appetite or tolerance.
4. Review the management reports of significant risk issues and supervise the improvement mechanism.
5. Regularly report to the Board of Directors on implementing risk management.

Committee members:

Sung-Yuan Liao, Independent Director (convener)
Shu-Min He, Independent Director
Shih-Ming Li, Independent Director
Chen-Yi Kao, Independent Director
Yung-Hsiang Lin, Director

Please refer to the Company’s annual reports for the Committee meetings and each member’s attendance rate.

Organizational Charter of the Risk Management Committee