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Board of Directors and Functional Committees

Board of Directors Audit Committee Compensation Committee

Board of Directors Membership​ and Resume

Position

Name, Education & Experience, Major Current Positions

  • Chairman

    FANG,MING-CHING

    Education & Experience

    • Mechanical Engineering of Cheng-Shiu Junior College
    • Chairman of Kunhexing Building Materials Co., Ltd.

    Major Current Positions

    • Chairman and General Manager of PANJIT International Inc.

  • Director

    FANG,MING-TSUNG

    Education & Experience

    • Civil Engineering of Cheng-Shiu Junior College
    • Chairman of MILDEX OPTICAL INC.

    Major Current Positions

    • Chairman of MILDEX OPTICAL INC.

  • Director

    CHUNG,YUN-HUI

    Education & Experience

    • Electronic Engineering of China Junior College of Technology
    • Factory Manager of Rectron Limited

    Major Current Positions

    • Director of PANJIT INTERNATIONAL INC.

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative: Lin, Hong-Guang

    Education & Experience

    • MBA, City University of New York ( Brooklyn College)
    • Managing Partner,CPA of EY Taiwan

    Major Current Positions

    • Chairman, EY Cultural and Educational Foundation

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative:LIN, QUN-XIANG

    Education & Experience

    • M.S.Engineering Management, University of Southern California

    Major Current Positions

    • Director of Toothfilm INC.

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative:CHEN, ZUO-MING

    Education & Experience

    • Master of Business Management, Sun Yat-Sen University
    • General Manager of Greater China Business of Yageo Corporation

    Major Current Positions

    • Chief Operating Officer of PANJIT International Inc.
    • Corporate Director, Representative of Champion Microelectronic Corp.

  • Independent Director

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen University
    • Vice General Manager of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice President of Asia Vital Components Co.,Ltd.

  • Independent Director

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.

  • Independent Director

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm
    • Independent Director of S-TECH Corp.

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of D-Link Corporation
    • Independent Director of Huang Long Development Co., Ltd.

  • Independent Director

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.
NOTE
The term of above Board of Director were from 14 June, 2023 to 13 June, 2026.
The power of Board of Directors

The main functions and powers of the board of directors of the company are to guide the company's strategy, supervise the management level, various operations and arrangements of the corporate governance system, be responsible to the company and the shareholders' meeting, and exercise powers in accordance with the laws and regulations of the company's articles of association or the resolutions of the shareholders' meeting.

Board of Director's Assessment of Performance​

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2022 is as below.

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Overall board performance assessment

    Evaluation Method

    The assigned group according to the actual operation to assess the assessment.

    Grading criteria

    • Participation in the operations of the Company;
    • Improvement of the quality of the board of directors' decision making;
    • Composition and structure of the board of directors;
    • Election and continuing education of the directors;
    • Internal control

    Evaluation Results

    • The score was 98.78 points. The results showed that the overall operation of the board of directors was still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 10, 2023.

  • Individual Board Members Performance

    Evaluation Method

    Self-assessment by Board members

    Grading criteria

    • Familiarity with the goals and missions of the company;
    • Awareness of the duties of a director;
    • Participation in the operations of the Company
    • Management of internal relationship and communication;
    • The director's professionalism and continuing education;
    • Internal control

    Evaluation Results

    • The overall average score was 98.3 points, and the results showed that the directors have positive commend on the efficiency and effect of the performance indicators.
    • The above performance evaluation results were reported to the board of directors on March 10, 2023.

Directors Implement Board Diversity Policy

In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

The specific management objectives and implementation of the diversity policy of the board of directors of the Company and the implementation of the diversity policy are as follows:

(1)The specific management objectives and achievement of the board of directors diversity policy:

Management Objectives

Achievement situation

Description

Directors who are employees of the company should not exceed one third of the number of directors.

Accomplish

Only three of the ten members of the company's current board of directors are employees of the company (30%), which does not exceed one third of the number of directors.

Recruit at least one director seat each with financial and legal professional backgrounds, skills or industrial experience, etc.

Accomplish

The company‘s independent director Mr. CHEN,YI-CHENG is the chief financial officer and director of AVC (stock code: 3017). Mr. Lin, Hong-Guang is the former director of Ernst & Young and a certified public accountant. They both have professional background in finance and accounting; the independent director Mr. ZHU, JUN-XIONG is Managing Partner of Quanying International Law Firm with a professional background in law.

Average age distribution

Accomplish

Among the ten members of the company's current board of directors, 4 directors are under the age of 60 (accounting for 40%), and 4 directors are between 61 to 70 years old (accounting for 40%), and there are two directors who over 71 years old(20%). And there is no situation where the age distribution of directors reaches more than 50%.

Independent directors should not serve more than three consecutive terms

Accomplish

None of the four independent directors of the current board of directors of the company have served for more than three consecutive terms.

(2)The implementation of the Company's board of directors diversity policy is as follows:

Dimension I：Basic Component

Title

Name

Nationality

Gender

Part-time employees of the company

The situation of Independent director 's seniority

Age distribution of directors

Less than 3 years

3-9 years

Over 9 years

Under 50 years

51-60 years

61-70 years

Over the age of 71

Chairman

FANG,MING-CHING

R.O.C.

Male

V

NA

V

Director

CHUNG YUN HUI

R.O.C

Male

NA

V

Director

FANG,MING-TSUNG

R.O.C.

Male

V

NA

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative: Lin, Hong-Guang

R.O.C.

Male

NA

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
LIN, QUN-XIANG

R.O.C.

Male

NA

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
CHEN, ZUO-MING

R.O.C.

Male

V

NA

V

Independent Director

CHEN,YI-CHENG

R.O.C.

Male

V

V

Independent Director

FAN,LIANG-FU

R.O.C.

Male

V

V

Independent Director

ZHU, JUN-XIONG

R.O.C.

Male

V

V

Independent Director

DAI, YI-ZHI

R.O.C.

Male

V

V

Dimension II: Background and Experience

Title

Name

Professional
Background

Professional Skills

Industry Experience

Business decision and management

Financial Analysis and Decision

Legal practice

Manufacturing

specific professional services

Chairman

FANG,MING-CHING

V

V

V

Director

CHUNG YUN HUI

V

V

V

Director

FANG,MING-TSUNG

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
Lin, Hong-Guang

V

V

V(accounting affairs)

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
LIN, QUN-XIANG

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
CHEN, ZUO-MING

V

V

Independent Director

CHEN,YI-CHENG

V

V

V

Independent Director

FAN,LIANG-FU

V

V

V

Independent Director

ZHU, JUN-XIONG

V

V

V (Lawyers)

Independent Director

DAI, YI-ZHI

V

V

V (Investment management)

Dimension III: Capabilities

Title

Name

Diversified core projects

Operational Judgment

Accounting and Financial Analysis Capabilities

Management Ability

Crisis Management

Industry Knowledge

International Market View

Leadership

Decision-making Capacity

Chairman

FANG,MING-CHING

V

✽

V

V

V

V

V

V

Director

CHUNG YUN HUI

V

✽

V

V

V

V

V

V

Director

FANG,MING-TSUNG

V

✽

V

V

V

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
Lin, Hong-Guang

V

V

V

V

V

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
LIN, QUN-XIANG

V

✽

V

V

V

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
CHEN, ZUO-MING

V

✽

V

V

V

V

V

V

Independent Director

CHEN,YI-CHENG

V

V

V

V

V

V

V

V

Independent Director

FAN,LIANG-FU

V

✽

V

V

V

V

V

V

Independent Director

ZHU, JUN-XIONG

V

✽

V

V

V

V

V

V

Independent Director

DAI, YI-ZHI

V

V

V

V

✽

V

V

V

Note: ✽ Refer to Partial ability.

Directors and Managers' liability insurance

1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2023 years as follows:

  • Insured
    Objects

    All directors
    and managers

  • Insurance
    Company

    Tokio Marine New
    Insurance Co., Ltd

  • Insured
    Amount

    US$3,000,000

  • Insurance
    Period

    2023.03.08 ~ 2024.03.08

  • Report
    Date

    March 10, 2023

Major Resolutions of Board Meetings

Select year2023

  • 2023

  • 2022

  • 2021

  • 2020

  • 2019

  • 2018

  • 2023.11.09

    Adoption of the Company's 3rd Quarter 2023 Financial Statements.

    Approved 2024 audit plan.

    Approved to amend ''Internal Control System '' and "Audit Implementation Rules".

    Approval of Amendments to the Procedures For Preventing Insider Trading.

    Approved the Company's Fund Loan to subsidiary.

    Approved to apply fund laons from subsidiary.

    Approval of the cancellation of the comprehensive credit line, foreign exchange comprehensive line and financial product transaction line Approval of by the Board of Directors in 2023 but not used.

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved of the new Managers' remuneration.

  • 2023.08.08

    Adoption of the Company's 2nd Quarter 2023 Financial Statements.

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approval of salary adjustment for the Company's managerial officers.

  • 2023.06.14

    Approved to recommend the chairman of the board.

    Approved the appointment members as our 5th compensation committee.

  • 2023.05.09

    Adoption of the Company's 1st Quarter 2023 Financial Statements.

    Approved on the capital reduction of the 13th treasury share buyback.

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved of the Company's 2022 compensation for managerial officers.

    Approval of 2022 Director bonus distribution plan.

  • 2023.04.07

    Approval of amendments to re-election of directors.

    Approval of amendments to the nomination and review the ‎list of candidates for directors (including independent directors).

    Approved to release the directors and representatives of corporate directors from the competition restrictions.

    Approval of amendments to ‎accept letter of nomination for re-election of directors from shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the company.

  • 2023.03.10

    Approved of the distribution of the directors' 2022 compensation .

    Approved of the distribution of the directors' and employees' 2022 compensation .

    Approved the 2022 Business Report and Financial Statements.

    Approved the Proposal for distribution of 2022 profits.

    Approved of the Certified Public Accountants and assess the accountants's independence, appointment and remuneration.

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved to issue 2022 Assessment of the effectiveness and Statement of Internal Control System.

    Approval of Amendments to the Corporate Governance Best Practice Principles.

    Approval of Amendments to the Sustainable Development Best Practice Principles.

    Approval of Amendments to the Directions For The Implementation Of Continuing Education For Directors.

    Approval of Amendments to the Rules Governing Financial And Business Matters Between This Corporation And Its Affiliated Enterprises.

    Approval of the private placement common shares that were approved by 2022 shareholders' meeting will be suspended.

    Approved to re-election of directors.

    Approved the nomination and review the ‎list of candidates for directors (including independent directors).

    Approved to release the directors and representatives of corporate directors from the competition restrictions.

    Approval of the relevant matters for convening the Company's 2023 annual general meeting.

    Approved to ‎accept letter of nomination for re-election of directors from shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the company.

  • 2023.01.13

    Approval of the Company's 2023 business plan.

    Approval of Ernst & Young and its affiliates provide non-assurance services.

    Approval of the cancellation of the comprehensive credit line, foreign exchange comprehensive line and financial product transaction line Approval of by the Board of Directors in 2022 but not used.

    Approved to apply fund laon from subsidiary.

    Approval of the Company's 2022 annual bonus for managerial officers.

    Approved of the Managers' 2022 remuneration and performance.

    Approval of the Company's 2022 director remuneration and performance assessment.

Audit Committee Powers, Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions / Professional qualifications and experience

  • Convener

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.

    Professional qualifications and experience

    • He holds a master‘s degree from the Master of Finance ,National Sun Yat-sen University and has been engaged in accounting work for many years. He has been the director of the accounting department since Asia Vital Components Co., Ltd. (stock code: 3017) was listed on September 27, 2002 (later promoted to vice president). He has more than 20 years of experience in financial accounting for listed companies, and has experience in operational judgment, accounting and financial analysis, business management, industry experience, international markets, leadership, and decision-making abilities. He meets the requirements for members of the audit committee to have accounting or financial expertise, and is currently the convener of the company's audit committee and remuneration committee.

  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.

    Professional qualifications and experience

    • He holds a master's degree in Ch.E. Dept., N University of Oklahoma. From 2004 to 2012, he served as the Vice General Manager of Hermes Microvision, Inc.. He currently serves as the Vice General Manager of Hermes Epitek Corp. with more than five years of experience. The work experience required for the company's business. During his tenure as an independent director of the company, he provided extensive knowledge and management experience in the semiconductor industry.

  • Members

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm
    • Independent Director of S-TECH Corp.

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of Honey Hope Honesty Enterprise Co., Ltd.
    • Independent Director of D-Link Corporation

    Professional qualifications and experience

    • He has a master's degree in Legal Studies, National Chung Hsing University and a lawyer's qualification. He is currently the Managing Partner of Quanying International Law Firm . He has more than five years of work experience required for corporate business. During his tenure as an independent director of the company, he provided legal strategies, compliance and management. decision-making opinions.

  • Members

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd.
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.

    Professional qualifications and experience

    • He holds a master's degree of engineering from the University of Toronto, Canada. He has served as a fund manager, chief investment officer of SUNPLUS TECHNOLOGY CO.,LTD. (2401), a listed company in the semiconductor industry, and CEO of ITRI Innovation Technology Transfer Company. He has also served as a number of investment companies and management consultants. The person in charge of the company has more than five years of work experience required for the company's business. While serving as an independent director of the company, he provides strategic investment planning and management decision-making opinions.
NOTE
The term of the Audit Committee is from 14 June, 2023 to 13 June, 2026.

Operation of the Audit Committee

The audit committee of the company is composed of all independent directors and holds at least one meeting every quarter. Its main operations are as follows:

The operation of the company's audit committee focuses on the supervision of the following matters:

(1) Appropriate expression of the company's financial statements.
(2) The selection (dismissal), remuneration, independence and performance of certified accountants.
(3) Effective implementation of internal control.
(4) Relevant laws and regulations should be followed.
(5) The management and control of the company's existing or potential risks.

The proposals submitted to the Audit Committee for consideration in 2023 and the results of their resolutions, as well as the Company’s handling of the Audit Committee’s opinions are as follows:

The session and date of Audit Committee :The 17th of the second session on 2023.01.13
I. Resolution : 1. Ernst & Young and its affiliated companies provide non-confidence service cases.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 18th of the second session on 2023.03.10
I. Resolution : 1.The 2022 Business Report and Financial Statements of the Company.2.The Proposal for distribution of 2022 profits.3. The Certified Public Accountants and assess the accountant‘s independence, appointment and remuneration.4. To issue 2022 Assessment of the effectiveness and Statement of Internal Control System.5. The private placement common shares that were approved by 2022 shareholders' meeting will be suspended.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 19th of the second session on 2023.05.09
I. Resolution : 1. the Company's 1st Quarter 2023 Financial Statements. 2. The capital reduction of the 13th treasury share buyback.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 1st of the third session on 2023.08.08
I. Resolution : 1. The Company's 2nd Quarter 2023 Financial Statements.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 2nd of the third session on 2023.11.09
I. Resolution : 1. The Company's 3rd Quarter 2023 Financial Statements. 2. The Company’s 2023 audit plan. 3.To amend ''Internal Control System '' and "Audit Implementation Rules". 4.To amend “Procedures to guard against insider trading” of the Company . 5. The Company's Fund Loan to subsidiary.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The power of Audit Committee

The main powers of the audit committee of the company are listed as follows:

(1) Establish or amend the internal control system in accordance with Article 14 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.
(4) Matters involving the director's own interests.
(5) Significant asset or derivative commodity transactions.
(6) Significant fund loans, endorsements or guarantees.
(7) Raising, issuing or private placement of equity securities.
(8) Appointment, dismissal or remuneration of certified public accountants.
(9) Appointment and removal of financial, accounting or internal audit supervisors.
(10) The annual financial report signed or stamped by the chairman of the board, the manager and the accounting supervisor, and the second quarter financial report subject to verification by accountants.
(11) Other important matters specified by the company or the competent authority.

Audit Committee Performance Assessment

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2022 annual performance evaluation is as follows:

Evaluation Type / Evaluation Period

Evaluation Method / Grading criteria / Evaluation results

  • Audit Committee performance assessment /2022.01.01~2022.12.31

    Evaluation Method

    Evaluated by the Audit Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment result is 100 points, which shows that the overall operation of the company's Audit Committee is still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 10, 2023.

The Communication between Independent Directors, Internal auditor supervisor and CPAs

I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The chief internal auditor reports and communicates audit results to independent directors in separate communication meetings or other meetings quarterly, and reports the implementation of internal audit to the audit committee and the board of directors.

B. The company's CPA reports the company's financial report and audit result to independent directors at separate communication meetings quarterly, as well as other communication matters required by relevant laws and regulations, and participates in the audit committee and board of directors from time to time to provide professionalism consultation and suggestions for the company's major proposals.

II. Summary of the individual communication between independent director and internal audit supervisor.
The communication between independent director and internal auditor supervisor are going well for auditing and implementation.
The summary of previous communication between independent directors and the internal audit supervisor individually is as follows:

Select year2023

  • 2023

  • 2021

  • 2020

  • 2019

  • 2018

Meeting and Date

CommunicationMatters

Independent director's suggestion

The implementation result of the company

  • Pre-conference of Board of Directors
    2023.03.10

    The internal audit report for the 4th quarter of 2022.

    None.

    —

  • Pre-conference of Board of Directors
    2023.05.09

    The internal audit report for the 1st quarter of 2023.

    None.

    —

  • Pre-conference of Board of Directors
    2023.08.08

    The internal audit report for the 2nd quarter of 2023.

    None.

    —

  • Pre-conference of Board of Directors
    2023.11.09

    The internal audit report for the 3rd quarter of 2023.

    None.

    —

III.The summary for previous communication between independent directors and CPA.
The communication between the independent directors and the CPA works well.

The summary for previous communications between the independent directors and the CPA individually are as follows:

Select year2023

  • 2023

  • 2021

  • 2020

  • 2019

  • 2018

Meeting and Date

Communication
Matters

Independent director's suggestion

The implementation result of the company

  • The pre-meeting of the board of directors
    2023.03.10

    The communication meeting of the Company's 2022 annual financial statement audit results.

    None.

    —

  • The pre-meeting of the board of directors
    2023.05.09

    The communication meeting of the Company's 1st quarter 2023 financial statement review results.

    None.

    —

  • The pre-meeting of the board of directors
    2023.08.08

    The communication meeting of the Company's 2nd quarter 2023 financial statement review results.

    None.

    —

  • The pre-meeting of the board of directors
    2023.11.09

    The communication meeting of the Company's 3rd quarter 2023 financial statement review results.

    None.

    —

Compensation Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice President and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.

  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.

  • Members

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm
    • Independent Director of S-TECH Corp.

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of Honey Hope Honesty Enterprise Co., Ltd.
    • Independent Director of D-Link Corporation

  • Members

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd.
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.
NOTE
The term of the Compensation Committee is from 14 June, 2023 to 13 June, 2026.

The Operation of Remuneration Committee
The remuneration committee of the company is composed of all independent directors and holds at least two meetings a year. Its main operations are as follows:
1. Regularly review the "Salary and Compensation Committee Organization Rules" and propose amendments.
2. To formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.

The Operation of Remuneration Committee

(一) The proposals submitted to the Remuneration Committee for review in 2023 and their resolution results, as well as the company's handling of the Remuneration Committee's opinions are as follows:

The session and date of Remuneration Committee :The 12th of the fourth session on 2023.01.13
I. Resolution : 1. The company’s 2022 year-end bonus for managers. 2. The company's 2022 manager salary and performance evaluation case. 3. The company's 2022 directors' salary and performance evaluation case.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 13th of the fourth session on 2023.03.10
I. Resolution : 1. The company's director's remuneration proposal for 2022.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 14th of the fourth session on 2023.05.09
I. Resolution : 1. The 2022 employee remuneration case for the company’s managers. 2. The Company’s Directors’ Remuneration Payment Case for 2022.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 1st of the 5th session on 2023.08.08
I. Resolution : 1. The Company’s Directors’ Remuneration Payment Case for 2022.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 2nd of the 5th session on 2023.11.09
I. Resolution : 1. Discussion on the compensation of the company’s new managers.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.


(二) The Remuneration Committee held a total of 5 meetings (A) in 2023, and all members attended in person. Attendance status is as follows:

Position and Name : Convener CHEN,YI-CHENG
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%
IV.Note: Re-appointed and re-elected in conjunction with the 2023.06.14 director election

Position and Name : Members FAN,LIANG-FU
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%
IV.Note: Re-appointed and re-elected in conjunction with the 2023.06.14 director election

Position and Name : Members ZHU, JUN-XIONG
I.Actual attendance(B) : 2 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%
IV.Note: Re-appointed and newly appointed in conjunction with the re-election of directors on June 14, 2023; the remuneration committee met a total of 2 times during his tenure.

Position and Name : Members DAI, YI-ZHI
I.Actual attendance(B) : 2 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%
IV.Note: Note: Re-appointed and newly appointed in conjunction with the re-election of directors on June 14, 2023; the remuneration committee met a total of 2 times during his tenure.

Position and Name : Members CHEN,SHI-ZHEN
I. Actual attendance(B) : 3 times
II. Number of delegated attendance : 0 times
III. Actual attendance rate (%) : 100%
IV. Note : In conjunction with the re-election and dismissal of directors on June 14, 2023, the old appointment ; the remuneration committee met a total of 3 times during his tenure.

Compensation Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2021 annual performance evaluation is as follows:

Evaluation Type / Evaluation Period

Evaluation Method / Criteria / Evaluation Result

  • Overall Compensation Committee Performance Evaluation / 2022.01.01~2022.12.31

    Evaluation Method

    Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment result is 100 points, which shows that the overall operation of the company's audit committee is still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 10, 2023.