INVESTOR INFORMATION
Corporate Governance Zone
コーポレート・ガバナンス
Remuneration Committee
(1) The matters reviewed by the Remuneration Committee mainly include:
The Compensation Committee assists the Board of Directors in implementing and evaluating the Company’s overall compensation and benefits policy, as well as the remuneration of directors and managers. Its members are appointed by the Board of Directors in accordance with the Company’s Remuneration Committee Organizational Charter. Currently, the committee consists of four independent directors: Liu Jintang, Zheng Gengyi, Shi Guoyang and Xu Zhengkun.
(2) Meeting, review and evaluation of the Company‘s Remuneration Committee in 2023; the Company’s salary information is as follows:
Remuneration Committee session and meeting date |
Board of Directors session and meeting date |
Proposal content and resolution |
Board of Directors’ handling of the Remuneration Committee’s opinions |
---|---|---|---|
9th meeting of the 4th session 2023 / 01 / 10 |
18th meeting of the 12th session 2023 / 01 / 10 |
Proposal:Review of the managers’ remuneration.
Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting, and independent director, Cheng Ken-Yi was appointed acting chairman.
The case was passed after the acting chairman consulted with the remaining directors present and there was no objection. |
Proposal:The Company managers’ 2022 year-end bonus distribution.
Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting, and independent director, Cheng Ken-Yi was appointed acting chairman.
The case was passed after the acting chairman consulted with the remaining directors present and there was no objection. |
||
10th meeting of the 4th session 2023 / 03 / 07 |
19th meeting of the 12th session 2023 / 03 / 07 |
2022 report on the performance evaluation of the Company’s board of directors. | Not applicable. |
Proposal:The Company’s 2022 employee and director remuneration distribution.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
11th meeting of the 4th session 2023 / 05 / 09 |
21th meeting of the 12th session 2023 / 05 / 09 |
Proposal:The distribution of the Company’s 2022 director’s remuneration.
Resolution:The chairperson Cheng Ken-Yi evaded when discussing his own remuneration distribution, and the acting chairperson Liu Chin-Tang consulted with the remaining members present agreed to adopt the proposal. The other members respectively reused themselves from the discussion of their individual remuneration distribution, and the chairperson consulted the other members present for their consent and the proposal was passed accordingly. The remuneration amount for the other four directors were approved with the chairperson’s inquiry and the consent of all attending committee members. |
Chairman Chang Ching-Tang evaded when discussing his own remuneration distribution, and the acting chairman consulted with the remaining directors present and there was no objection.
The other directors respectively reused themselves from the discussion of their individual remuneration distribution, and the chairman consulted the other directors present for their consent and the proposal was passed accordingly. |
1st meeting of the 5th session 2024 / 01 / 16 |
5th meeting of the 13th session 2024 / 01 / 16 |
Proposal:The distribution of 2022 compensation to employees for the Company’s management.
Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting, and independent director, Cheng Ken-Yi was appointed acting chairman.
The case was passed after the acting chairman consulted with the remaining directors present and there was no objection. |
Proposal:The Company managers’ 2023 year-end bonus distribution.
Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting, and independent director, Cheng Ken-Yi was appointed acting chairman.
The proposal was approved after the Acting Chairman consulted with the other directors present. |
||
2nd meeting of the 5th session 2024 / 03 / 05 |
6th meeting of the 13th session 2024 / 03 / 05 |
2023 report on the performance evaluation of the Company’s board of directors. | Not applicable. |
Proposal:The Company’s 2023 employee and director remuneration distribution.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
3rd meeting of the 5th session 2024 / 05 / 07 |
7th meeting of the 13th session 2024 / 05 / 07 |
Proposal:To abolish the “Board of Directors Performance Evaluation Method” and establish a new “Board of Directors and Functional Committee Performance Evaluation Method”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
4rd meeting of the 5th session 2025 / 01 / 14 |
10th meeting of the 13th session 2025 / 01 / 14 |
Proposal:The distribution of 2024 compensation to employees for the Company’s management.”.
Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting, and independent director, Cheng Ken-Yi was appointed acting chairman. The proposal was approved after the Acting Chairman consulted with the other directors present. |
Proposal:List and quantity of shares to be allocated to managers in the issuance of new shares with restricted employee rights.。 Resolution:Passed as proposed. |
Chairman Chang Ching-Tang was a party to this case and had to recuse himself from discussion and voting. The proposal was approved after the Acting Chairman consulted with the other directors present. | ||
5rd meeting of the 5th session 2025 / 03 / 04 |
10rd meeting of the 13th session 2025 / 03 / 04 |
Report: Performance evaluation of the company’s board of directors and functional committees. | not applicable. |
Proposal:The Company’s 2024 employee and director remuneration distribution. Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:Chief Financial Officer Salary and Compensation Case. Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:Review the remuneration packages of the company’s directors. Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Audit Committee
The Company set up an audit committee on June 10, 2020. In conjunction with the re-election of directors at the expiration of their term of office on June 7, 2023, the second Audit Committee consist of four independent directors. Its purpose is to assist the board of directors in supervising the Company’s quality and integrity in the implementation of accounting, auditing, financial reporting processes and financial controls.
(1) The committee held six meetings in 2023, and its deliberations mainly include:
The committee held six meetings in 2023, and its deliberations mainly include:① Quarterly and semi-annual financial reports and annual final accounts;② The 2022 Earnings Distribution;③ Evaluation of the effectiveness of the internal control system;④ Independence and performance evaluation of certified accountants;⑤ Appointment, dismissal or remuneration of certified accountants;⑥ The amendment of “Internal Control Systems” and “Internal Audit Implementation Rules”;⑦ Participated in the investment of Kelvin Thermal Technologies Inc. to increase capital and issue new shares;⑧ Amendment of the Company’s “General Principles for Pre-approval of Unconfirmed Service Policy”; ⑨ The issuance of the 2023 Employee Restricted Shares.⑩ The 2024 internal audit plan of the Company.
(2) If any of the following conditions occur during the operations of the Audit Committee, the date, session, content of the proposal, the result of the resolution of the Audit Committee, and the Company’s handling of the opinions of the Audit Committee must be stated:
(A) Matters listed in Article 14-5 of the Securities and Exchange Law
審計委員會日期與期別 | 董事會日期與期別 | 議案內容 及後續處理 | 公司對審計委員會 意見之處理 |
---|---|---|---|
第一屆第8次 111/01/19 | 第十二屆第13次 111/01/19 | 會計師聘任及簽證會計師服務公費案 | 全體出席董事無異議照案通過 |
第一屆第9次 111/03/10 | 第十二屆第14次 111/03/10 | 1. 110 年度財務報表暨合併財務報表案 2. 110 年度內部控制制度聲明書案 3. 修正「取得或處分資產處理程序」案 | 全體出席董事同意照案通過 |
第一屆第10次 111/05/10 | 第十二屆第15次 111/05/10 | 111 年度第 1 季合併財務報表案 | 全體出席董事同意照案通過 |
第一屆第11次 111/08/09 | 第十二屆第16次 111/08/09 | 111 年度財務報表案 | 全體出席董事同意照案通過 |
第一屆第12次 111/11/08 | 第十二屆第17次 111/11/08 | 1. 111 年度第 3 季合併財務報表案 2. 112 年度稽核計畫案 3. 簽署本公司簽證會計師案 4. 制定本公司「預先核准非確信服務政策之一般性原則」案 | 全體出席董事同意照案通過 |
第一屆第13次 112/01/10 | 第十二屆第18次 112/01/10 | 會計師聘任及簽證會計師服務公費案 | 全體出席董事同意照案通過 |
第一屆第14次 112/03/07 | 第十二屆第19次 112/03/07 | 1. 擬訂本公司「內部控制制度聲明書」及「內部稽核施行細則」案 2. 擬發與發行增資發行新股案 | 全體出席董事同意照案通過 |
第一屆第 15次 112/04/18 | 第十二屆第20次 112/04/18 | 1. 111 年度營業報告書及財務報表案 2. 本公司盈餘分派案 3. 111 年度內部控制制度聲明書案 4. 修正本公司「預先核准非確信服務政策之一般性原則」案 | 全體出席董事同意照案通過 |
第一屆第16次 112/05/09 | 第十三屆第1次 112/05/09 | 本公司發行 112 年度限制員工權利新股案 | 全體出席董事同意照案通過 |
第一屆第17次 112/08/08 | 第十三屆第3次 112/08/08 | 本公司 112 年度第 1 季合併財務報表案 | 全體出席董事同意照案通過 |
第一屆第18次 112/11/07 | 第十三屆第4次 112/11/07 | 本公司 112 年度第 2 季合併財務報表案 | 全體出席董事同意照案通過 |
第一屆第19次 11 /01/16 | 第十三屆第5次 113/01/16 | 1. 本公司112年度第3季合併財務報表案 2. 擬訂本公司113年度內部稽核計畫案 | 全體出席董事同意照案通過 |
第一屆第20次 113/03/05 | 第十三屆第6次 113/03/05 | 1. 修正本公司「預先核准非確信服務政策之一般性原則」案 2. 112年度營業報告書及財務報表案 3. 本公司盈餘分派案 4. 本公司報以資本公積撥充現金案 5. 本公司112年度內部控制制度聲明書案 | 全體出席董事同意照案通過 |
Audit Committee meeting date and session |
Board of Directors meeting date and session |
Proposal content and resolution |
The Company’s handling of the Audit Committee’s opinions |
---|---|---|---|
13th meeting of the 1st session 2023 / 01 / 10 |
18th meeting of the 12th session 2023 / 01 / 10 |
Proposal:Appointment of Company accountant and CPA service fees.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:To revise the Company’s “Internal Control Systems” and “Internal Audit Implementation Rules”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:The Company intends to participate in the capital increase and new share issuance of Kelvin Thermal Technologies Inc.
Resolution:Passed as proposed. |
Except for Chairman Chang Ching-Tang and director legal representative Lin Jian-Hong, who recused themselves, the proposal was approved after the acting chairman consulted with the remaining directors present and there was no objection.
And the Company was requested to report to the board of directors quarterly this year on the operating conditions of the target company of this investment case. |
||
14th meeting of the 1st session 2023 / 03 / 07 |
19th meeting of the 12th session 2023 / 03 / 07 |
Proposal:The Company’s 2022 business report and financial reports.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:The Company’s 2022 earnings distribution.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:The Company’s 2022 internal control statements.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:To approve the revision of the Company’s “General Principles of Pre-approval Non-Confidence Service Policy”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
15th meeting of the 1st session 2023 / 04 / 18 |
20th meeting of the 12th session 2023 / 04 / 18 |
Proposal:The issuance of the 2023 Employee Restricted Shares.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
16th meeting of the 1st session 2023 / 05 / 09 |
21th meeting of the 12th session 2023 / 05 / 09 |
Proposal:The Company’s consolidated financial statements for the first quarter of 2023.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
1st meeting of the 2nd session 2023 / 08 / 08 |
3rd meeting of the 13th session 2023 / 08 / 08 |
Proposal:The Company’s consolidated financial report for the second quarter of 2023.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
2nd meeting of the 2nd session 2023 / 11 / 07 |
4th meeting of the 13th session 2023 / 11 / 07 |
Proposal:The Company’s consolidated financial report for the third quarter of 2023.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:Plan to formulate the Company’s 2024 internal audit plan.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
3rd meeting of the 2nd session 2024 / 01 / 16 |
5th meeting of the 13th session 2024 / 01 / 16 |
Proposal:Appointment of Company accountant and CPA service fees.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:To approve the revision of the Company’s “General Principles of Pre-approval Non-Confidence Service Policy”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
4th meeting of the 2nd session 2024 / 03 / 05 |
6th meeting of the 13th session 2024 / 03 / 05 |
Proposal:The Company’s 2023 business report and financial reports.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:The Company’s 2023 earnings distribution.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:To approved the distribution of capital surplus in cash.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:The Company’s 2023 internal control statements.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
5th meeting of the 2nd session 2024 / 05 / 07 |
7th meeting of the 13th session 2024 / 05 / 07 |
Proposal:The Company’s consolidated financial statements for the first quarter of 2024.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
6th meeting of the 2nd session 2024 / 08 / 06 |
8th meeting of the 13th session 2024 / 08 / 06 |
Proposal:The Company’s consolidated financial report for the second quarter of 2024.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
7th meeting of the 2nd session 2024 / 11 / 05 |
9th meeting of the 13th session 2024 / 11 / 05 |
Proposal:The Company’s consolidated financial report for the third quarter of 2024.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
Proposal:To establish the company’s “Risk Management Policies and Procedures”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
To establish the Company’s “Sustainability Report Preparation and Reporting Operational Procedures” and “Sustainability Information Management Operational Measures”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:To revise the Company’s “Internal Control Systems” and “Internal Audit Implementation Rules”.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. | ||
Proposal:Plan to formulate the Company’s 2025 internal audit plan.
Resolution:Passed as proposed. |
All directors present agreed to adopt the proposal. |
(B)Except for the above-mentioned matters, other matters for resolution that have not been approved by the Audit Committee but approved by more than two-thirds of all directors: None