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, 2022 to June 9, 2025.

Title Name Education Experience
Convener CHIEN CHUN-CHU University of Califormia,
Los Angeles,MBA
  • Co-founder, K PLUS CAPITAL INC.
  • CFO, Composite Alliance Group Inc.
  • Director of Finance, Hongkang Technology Co., Ltd.
  • Associate Manager of Deloitte Touche Tohmatsu Limited
  • Manager of Guanghua Investment Fund 
Member WU, CHIN-KUANG Ph. D. in Economics, Institute of Economics of Russian Academy of Science
  • Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
  • On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University
  • Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University
  • Independent Director of Guangding Electronics Co., Ltd.
  • Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member WU, HSI-HE Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology
 
  • Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Director of the Extension Education Center of Nankai University of Science and Technology
  • Deputy Director of General Affairs Office of Nankai University of Science and Technology

The resolutions reached by the meetings of the Company’s Remuneration Committee in FY2024 are as follows

Meeting date/session Attendance rate Proposal Comment Handling
2024/03/01
The Sixth  Meeting
of the Fourth Session
100% Reviewed the proposal of the employees' compensation and directors remuneration of FY2023 All members passed the proposal
without any objection
All directors present
passed the proposal
2024/07/24
The Seventh Meeting
of the Fourth Session
100% Reviewed the proposal of distribution of the managers compensation and directors remuneration of FY2023 All members passed the proposal
without any objection
All directors present
passed the proposal
2024/10/23
The 8th Meeting
of the Fourth Session
100% Reviewed the proposal of principles for distribution of year-end bonus, and the amount distributed to managers of FY2024 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 Act 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, 2022 to June 9, 2025.

 
Title Name Education Experience
Convener CHIEN CHUN-CHU University of Califormia,
Los Angeles,MBA
  • Co-founder, K PLUS CAPITAL INC.
  • CFO, Composite Alliance Group Inc.
  • Director of Finance, Hongkang Technology Co., Ltd.
  • Associate Manager of Deloitte Touche Tohmatsu Limited
  • Manager of Guanghua Investment Fund 
Member WU, CHIN-KUANG Ph. D. in Economics, Institute of Economics of Russian Academy of Sciences
  • Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
  • On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University
  • Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University
  • Independent Director of Guangding Electronics Co., Ltd.
  • Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member WU, HSI-HE Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology
  • Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Director of the Extension Education Center of Nankai University of Science and Technology
  • Deputy Director of General Affairs Office of Nankai University of Science and Technology

The key operations of the Audit Committee in 2024 are as follows:

Meeting date/session Attendance rate Motion content Resolution result The company's handling of the audit committee's opinions
2024/03/11
The 9th Meeting of the second session
100%
  1. The company’s 2024 business report and financial statements
  2. The Company’s 2024 Profit Distribution Proposal
  3. Profit conversion and capital increase and issuance of new shares
  4. Assessment of the effectiveness of the company's internal control system in 2024 and the "Internal Control System Statement" case
  5. Change Deloitte’s CPA and 2024 Annual Certified Accountant Provides Non-Audit Service Planning
  6. Cases in which the company regularly evaluates the independence of its accountants
  7. Amend some articles of the Company's Articles of Association.
  8. Amendment to the wage circulation plan of the internal control system
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2024/05/03
The 10th Meeting of the second session
100%
  1. The company’s consolidated financial statements for the first quarter of 2024
  2. The company plans to donate to the "Yilan Wusa Cultural Foundation"
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2024/08/05
The 11th Meeting of the second session
100%
  1. The company’s consolidated financial statements for the second quarter of 2024
  2. The company intends to raise and issue the first domestic unsecured convertible corporate bonds
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 

 
2024/11/04
The 12th Meeting of the second session
100%
  1. The company’s consolidated financial statements for the third quarter of 2024
  2. Establishment of a new company
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 
2024/12/20.
The 13th Meeting of the second session
100%
  1. Formulate the company’s year operating plan of 2025
  2. Formulate the company’s audit plan of 2025
  3. Formulate the company's "Other Management Systems - CO-121 Sustainable Information Management Operations"
  4. Formulate the company's "Procedures for the Preparation and Validation of Sustainability Reports”
The resolution was passed without objection by all members present. Proposals to the board of directors must be approved by all directors present. 

Communication status between independent directors, internal audit supervisor and accountants

(I)  Communication situation between independent directors and internal audit manager
  1. The independent directors and the internal audit manager will contact each other through email, phone calls or meetings at any time as necessary. The audit office will deliver the audit report or tracking report for the previous month to each independent director for review every month. The independent directors will consider the necessity of the report. Give a response or comment. The internal audit manager shall communicate with the independent directors at least once a year.
  2. The head of internal audit shall report to the Audit Committee on a regular basis (at least once per quarter): internal audit business report, annual internal audit plan, and implementation status of effectiveness assessment of the internal control system.
  3. The communication situation between independent directors and internal audit manager in 2024 is as follows:
Date Format Points of Communication Communication Focus  Communication Result
2024/03/11 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
  1. Internal audit business report from October 2023 to February 2024
  2. Discuss the 2023 internal control system effectiveness assessment and internal control system statement
  3. Revise the wage circulation plan of the internal control system
Independent directors have no opinions or suggestions
2024/05/03 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
Internal audit business report from March to April 2024 Independent directors have no opinions or suggestions
2024/08/05 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
Internal audit business report from April to July 2024 Independent directors have no opinions or suggestions
2024/12/20 The Audit Committee
  1. Three independent directors
  2. The head of internal audit
  1. Internal audit business report from July to November 2024
  2. Audit Plan of 2025
  3. Discuss “Other Management Systems - CO-121 Sustainable Information Management Operations"
Independent directors have no opinions or suggestions

(II) Communication between independent directors and accountants

  1. The company’s independent directors and certified accountants can communicate with each other at any time by email, phone call or meeting as needed, and the communication is good.
  2. In principle, independent directors and accountants will meet to discuss proposals related to the company's financial business at least once a quarter.
  3. The communication situation in 2024 is as follows:
Date Format Points of Communication Suggestions of the Independent Directors
2024/03/11
  1. Three independent directors
  2. CPA
  1. Explanation of important inspection scope of financial statements of FY2023
  2. Explanation of key inspection items of financial statements of FY2023
No suggestions from the independent directors
2024/05/03
  1. Three independent directors
  2. CPA
  1. Explanation of consolidated financial statements for Q1 of FY2024
No suggestions from the independent directors
2024/08/05
  1. Three independent directors
  2. CPA
  1. Explanation of consolidated financial statements for Q2 of FY2024
No suggestions from the independent directors
2024/11/04
  1. Three independent directors
  2. CPA
  1. Explanation of consolidated financial statements for Q3 of FY2024
No suggestions from the independent directors
2024/12/20
  1. Three independent directors
  2. CPA
  1. Explanation of the communication matters with governance units of FY2024
  2. Preliminary key inspection items for the annual financial statements of FY2024
No suggestions from the independent directors

Sustainable Development Committee

In order to practice corporate social responsibility and promote economic, environmental and social progress to achieve the goal of sustainable development, the company established a Sustainable Development Committee in December 2022. The committee's powers include:
  1. Formulate sustainable development directions and goals, and formulate relevant management policies and specific promotion plans.
  2. Promote and implement work related to the company's sustainable development direction and goals.
  3. Track, review and revise the implementation and effectiveness of the company's sustainable development.
  4. Other matters handled by this committee upon resolution of the board of directors.
The company's sustainable development committee has five members, including 2 directors and 3 independent directors. The term of the current committee members is from June 10, 2022 to June 9, 2025.
 
 
Title Name Education Experience
Convener Director-WU TING-KUO M.S., MS Program in Technology Management, College of Management, Fu Jen Catholic University
  • General Manager, FINETEK CO., LTD.
  • Chairman, Shanghai Fanyi Technology Co., Ltd.
  • Supervisor of Yongyi Investment Co., Ltd.
Member Director-WU KUEI-YUNG University of La Verne - Supply Chain Management Senior Manager, Marketing Department, FINETEK CO., LTD.
Member Independent director-CHIEN CHUN-CHU IUniversity of California, Los Angeles, MBA
  • Co-founder, K PLUS CAPITAL INC.
  • CFO, Composite Alliance Group Inc.
  • Director of Finance, Hongkang Technology Co., Ltd.
  • Associate Manager of Deloitte Touche Tohmatsu Limited
  • Manager of Guanghua Investment Fund 
Member Independent director-WU, CHIN-KUANG Ph. D. in Economics, Institute of Economics of Russian Academy of Science
 
  • Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
  • On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University
  • Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University
  • Independent Director of Guangding Electronics Co., Ltd.
  • Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member Independent director-WU, HSI-HE Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology
 
  • Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology
  • Director of the Extension Education Center of Nankai University of Science and Technology
  • Deputy Director of General Affairs Office of Nankai University of Science and Technology
Director GAO LUN-MAO Master of Business Administration, University of South Australia
  • Chairman of Shiwei Health Technology Co., Ltd.
  • Sales Director, Jianqiao Xinyuan Pharmaceutical and Biotechnology Co., Ltd.
Director WU KUEI-YUNG University of La Verne - Supply Chain Management
  • Senior Manager, Marketing Department, FINETEK CO., LTD.

The key operations of the Sustainable Development Committee in 2024 are as follows:
 
Meeting date/secession Attendance rate Meeting content All member opinions
2024/08/15
The third Meeting of the first secession
100% Report on the implementation results of the sustainability goals in 2023
Discuss the issuance of the sustainability report of Finetek Co., Ltd. in 2023
After the chairman consulted all members present, the proposal was adopted without objection.
2024/12/20
The 4rd Meeting of the first secession
100% Report on the company’s major sustainability issues in 2024 and corporate risks in 2025 After the chairman consulted all members present, the proposal was adopted without objection.


Evaluation to Performance of the Functional Committee
 


 
top