The Committee assesses and provides recommendations on the company policies from a professional and objective point of view.
The powers of Remuneration Committee:
(I) Regularly reviewing the organizational regulations and relevant aspects concerning compensation policies, and offering suggestions for amendments to the Board of Directors.
(II) Developing and periodically reviewing policies, systems, standards, and structures based on the performance and compensation of directors and executives of the company.
(III) Regularly assessing the attainment of performance objectives for directors and executives of the company, and establishing the content and amounts of their individual compensation accordingly.
The Remuneration Committee of our company consists of three members, all of whom are independent directors. The company underwent a comprehensive directorial election on May 27, 2022, and on July 13, 2022, the Board of Directors resolved to appoint the members of the sixth Remuneration Committee. In the fiscal year 2023, the Remuneration Committee convened 7 meetings, and the attendance of independent directors is as follows:
Independent Director | Expected Attendance | Actual Attendance | Absences or Delegated Attendance |
---|---|---|---|
HUNG, PI-LIEN | 7 | 7 | 0 |
CHANG, YU-TE | 7 | 7 | 0 |
HSIEH, YI-CHUN | 7 | 7 | 0 |
Date | Agenda | Resolutions |
---|---|---|
2023.01.06 |
|
Approved by the 1st Board of Directors meeting of 2023. |
2023.03.24 |
|
Approved by the 3rd Board of Directors meeting of 2023. |
2023.05.12 |
|
Approved by the 4th Board of Directors meeting of 2023. |
2023.07.21 |
|
Approved by the 6th Board of Directors meeting of 2023. |
2023.08.11 |
|
Approved by the 7th Board of Directors meeting of 2023. |
2023.10.20 |
|
Approved by the 10th Board of Directors meeting of 2023. |
2023.12.15 |
|
Approved by the 12th Board of Directors meeting of 2023. |
The responsibilities of the Audit Committee are as follows:
1.To establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2.Assessment of the effectiveness of internal control systems.
3.To establish or amend procedures for significant financial transactions, such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, and disclosure of financial projections, in accordance with Article 36-1 of the Securities and Exchange Act.
4.Matters involving conflicts of interest of directors themselves.
5.Significant asset or derivative transactions.
6.Significant monetary loans, endorsements, or guarantees.
7.Fundraising, issuance, or private placement of equity securities.
8.Appointment, dismissal, or compensation of CPAs.
9.Appointment or dismissal of financial, accounting, or internal audit executives.
10.Annual financial reports signed or stamped by the Chairman of the Board, executives, and accounting executives, as well as second-quarter financial reports requiring certification by accountants.
11.Other significant matters as stipulated by the company or competent authorities.
The company underwent a comprehensive directorial election on May 27, 2022. In the fiscal year 2023, the Remuneration Committee convened 10 meetings, and the attendance of independent directors is as follows:
Independent Director | Expected Attendance | Actual Attendance | Absences or Delegated Attendance |
---|---|---|---|
HUNG, PI-LIEN | 10 | 10 | 0 |
CHANG, YU-TE | 10 | 10 | 0 |
HSIEH, YI-CHUN | 10 | 10 | 0 |
Audit Committee | Agenda | Matters Listed in Article 14-5 of the Securities and Exchange Act | Resolution made by the Audit Committee | Opinion from the Independent Directors | Resolution made by the Board of Directors |
---|---|---|---|---|---|
First Meeting of 2023 (2023.02.20) |
Proposal to participate in UNIPLUS ELECTRONICS private placement for cash capital increase | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Assessment of the independence of CPAs | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal to appoint the company's CPAs | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Second Meeting of 2023 (2023.03.24) |
Proposal to increase capital for subsidiary companies, establish an Indian subsidiary, and adjust investment structure | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Proposal to participate in SJEMC's cash capital increase in subscription for preferred shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Financial report for the year 2022 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Self-inspection of internal control systems for the year 2022 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal to conduct private placement and open offering of shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Third Meeting of 2023 (2023.05.12) |
Distribution of earnings for the year 2022 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Proposal to conduct a cash capital increase and issue new shares for the year 2022 earnings | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Report on the Q1 consolidated financial statements for the year 2023 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Amendment of certain parts of the "Articles of Association" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal to issue new restricted employee shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal to increase capital for subsidiary companies, establish an Indian subsidiary, and adjust investment structure | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Fourth Meeting of 2023 (2023.06.15) |
Recognition of assets acquisition or disposal | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Fifth Meeting of 2023 (2023.07.21) |
Proposal to approve the loan to Loftstar Interactive Entertainment Inc. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Sixth Meeting of 2023 (2023.08.11) |
Report on the Q2 consolidated financial statements for the year 2023 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Revision of the method for issuing new restricted employee shares for the year 2023 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal for issuance of new restricted employee shares not involving managers | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Seventh Meeting of 2023 (2023.09.12) |
Increase in capital for 100% subsidiary "Loftstar Interactive Entertainment Inc. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Eighth Meeting of 2023 (2023.10.20) |
Amendment of the company's "Regulations Governing the Prevention of Insider Trading," and related "Internal Control Systems" and "Internal Audit Systems" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Proposal to participate in UNIPLUS ELECTRONICS private placement for cash capital increase and issuance of new shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Proposal to conduct cash capital increase and issuance of new shares, along with the issuance of the second domestic unsecured convertible corporate bonds | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Ninth Meeting of 2023 (2023.11.13) |
Report on the Q3 consolidated financial statements for the year 2023 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
Audit plan for the year 2024 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Recognition of assets acquisition or disposal | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
Tenth Meeting of 2023 (2023.12.15) |
Proposal to sell back SJEMC's Class A preferred shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
The company's functional committees conducted internal evaluations in 2023.
On January 23, 2024, the company reported the performance evaluation results for the year 2023 to the Board of Directors.