Functional Committee

Remuneration Committee

In order to enhance corporate governance and improve the remuneration system for directors and managers of the Company, the Remuneration Committee of the Company is hereby established. The functions and authorities of this Committee include:

  1. Formulate and regularly review annual and long-term performance goals and remuneration policies, systems, standards and structures of directors and managers.
  2. Regularly evaluate the achievement of the performance goals of the directors and managers of the Company, and determine individual remunerations.

The Remuneration Committee consists of three members. The term of office of the current members is from June 10, 2019 to June 9, 2022.

Title Name Education Experience
Convener CHANG JUNG-MING Master's in Accounting,
Oklahoma City University, USA		 CPA, Deloitte, Taiwan
Member CHENG TSUNG-CHI Ph.D, Department of
Biomedical Engineering		 Professor, Department of Biomechatronics Engineering,
National Taiwan University
Member CHIEN CHUN-CHU University of Califormia,
Los Angeles,MBA		 Co-founder, K PLUS CAPITAL INC.
CFO, Composite Alliance Group Inc.

The resolutions reached by the meetings of the Company’s Remuneration Committee in FY2021 are as follows:

Date of Meetings
of Remuneration
Committee		 Session Proposal Comment Handling
110/03/05 Fifth Meeting
of theThird Session		 Reviewed the proposal of the employees' compensation
and directors remuneration of FY2020		 All members passed the proposal
without any objection		 All directors present
passed the proposal
110/08/02 Sixth Meeting
of theThird Session		 Reviewed the proposal of distribution of the managers compensation and directors remuneration of FY2020 All members passed the proposal
without any objection		 All directors present
passed the proposal
110/12/20 Seventh Meeting
of the Third Session		 Reviewed the proposal of distribution of the treasurystock to managers

Reviewed the proposal of principles for distribution of year-end bonus, and the amount distributed to managers of FY2021		 All members passed the proposal
without any objection		 All directors present
passed the proposal

Audit Committee

In order to improve the supervisory responsibilities of and enhance the management mechanism of the Board of Directors, the Company established the Audit Committee on June 10, 2019, which is composed of independent directors. The authorities of the Committee include:

  1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluate the effectiveness of the internal control system.
  3. Formulate or amend in accordance with the provisions of Article 36-1 of the Securities and Exchange Ac the procedures for the acquisition or disposal of assets, derivative commodity transactions, loans to others, and endorsements or guarantees for other third parties.
  4. Handle matters involving any director's own interests.
  5. Transactions of substantial assets or derivative commodities.
  6. Substantial loans, endorsements or guarantees.
  7. Fundraise, issue, or private placement of securities with an equity nature.
  8. Appointment, dismissal or determination of remuneration of certified public accountants.
  9. Appointment and dismissal of heads of financial, accounting or internal audit.
  10. Preparation of annual and semi-annual financial reports.
  11. Handle other major matters specified by the Company or the competent authority.

The Audit Committee consists of three members. The term of office of the current members is from June 10, 2019 to June 9, 2022.

Title Name Education Experience
Convener CHANG JUNG-MING Master's in Accounting,
Oklahoma City University, USA		 CPA, Deloitte, Taiwan
Member CHENG TSUNG-CHI Ph.D, Department of
Biomedical Engineering		 Professor, Department of Biomechatronics Engineering,
National Taiwan University
Member University of Califormia,Los Angeles,MBA University of Califormia,
Los Angeles,MBA		 Co-founder, K PLUS CAPITAL INC.
CFO, Composite Alliance Group Inc.

Communication between Independent Directors, the Head of Internal Audit 

(I) Independent directors and head of internal audit communicate with each other by email, telephone or meeting at any time as required. The Audit Office delivers the report or follow-up report of the previous month’s audit to independent directors for inspection on a monthly basis. The independent directors will provide their feedback or comments based on the necessity of the submitted reports. The communication in FY2021 is as follows:
Date Format Points of Communication Suggestions of the Independent Directors
110/03/15 Audit Committee
-All Independent Directors
-The head of internal audit
1. Internal Audit Business Report for Q4 of FY2020 
2. Discussed the internal control system effectiveness assessment and statement of FY2020
 No comments or suggestions from the independent directors
110/05/07 Audit Committee
-All Independent Directors
-The head of internal audit
  • Internal Audit Business Report for Q1 of FY2021
 No comments or suggestions from the independent directors
110/08/12 Audit Committee
-All Independent Directors
-The head of internal audit
  • Internal Audit Business Report for Q2 of FY2021
 No comments or suggestions from the independent directors
110/11/12 Audit Committee
-All Independent Directors
-The head of internal audit
  • Internal Audit Business Report for Q3 of FY2021
 No comments or suggestions from the independent directors
110/12/20 Audit Committee
-All Independent Directors
-The head of internal audit
  • Formulated the audit plan of FY 2022
 No comments or suggestions from the independent directors

(II) Communication between Independent Directors, and Accountants
The independent directors of the Company and the certified public accountant can communicate with each other at any time by email, telephone or meeting as required. In FY2021, their communication was good and the details of communication are as follows:

Date Format Points of Communication Suggestions of the Independent Directors
110/03/25 1.All Independent Directors
2.CPA
1.Explanation of important inspection scope of financial statements of FY2020
2. Explanation of key inspection items of financial statements of FY2020
 No suggestions from the independent directors
110/05/07 1.All Independent Directors
2.CPA
  • Explanation of consolidated financial statements for Q1 of FY2021
 No suggestions from the independent directors
110/08/12 1.All Independent Directors
2.CPA
  • Explanation of consolidated financial statements for Q2 of FY2021
 No suggestions from the independent directors
110/11/12 1.All Independent Directors
2.CPA
  • Explanation of consolidated financial statements for Q3 of FY2021
 No suggestions from the independent directors
110/12/20 1.All Independent Directors
2.CPA		 1.Preliminary key inspection items for the annual financial statements of FY2021
2.Financial report review plans
3.Briefing of the latest regulations by the competent authority		 No suggestions from the independent directors

 

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