COMMITTEE
COMMITTEE
Committee

The Committee assesses and provides recommendations on the company policies from a professional and objective point of view.

Remuneration Committee
Reviewing the compensation policies regularly
The Remuneration Committee is established with the principal aim of aiding the Board of Directors in evaluating and advising on the company's compensation policies. Its primary duties encompass evaluating the compensation policies and systems for directors and executives of the company from a professional and objective standpoint. The Committee convenes meetings at least biannually and, as necessary, to provide recommendations to the Board of Directors for the purpose of decision-making.

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.
Attendance of Remuneration Committee Members

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:

Sixth Term
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
Remuneration Committee Meetings
Date Agenda Resolutions
2023.01.06
  1. Adjustment of annual bonuses for senior executives for the fiscal year 2022
  2. Proposals for promotion and salary adjustments for managers
Approved by the 1st Board of Directors meeting of 2023.
2023.03.24
  1. Distribution of employee remuneration and director remuneration for the fiscal year 2022
  2. Salary adjustment for managers
Approved by the 3rd Board of Directors meeting of 2023.
2023.05.12
  1. Appointment of Chief Investment Officer
Approved by the 4th Board of Directors meeting of 2023.
2023.07.21
  1. Revision of "Regulations Governing the Distribution of Employee Remuneration "
  2. Proposal for the distribution of director remuneration for the fiscal year 2022
Approved by the 6th Board of Directors meeting of 2023.
2023.08.11
  1. Proposal for the issuance of new restricted employee shares for the fiscal year 2023
Approved by the 7th Board of Directors meeting of 2023.
2023.10.20
  1. Revision to the "Charter of Remuneration Committee"
Approved by the 10th Board of Directors meeting of 2023.
2023.12.15
  1. Proposal for salary adjustments for managers
  2. Appointment of new managers and remuneration
Approved by the 12th Board of Directors meeting of 2023.
Audit Committee
In line with the principles of corporate governance, the company established the Audit Committee on June 22, 2017, to replace the duties of supervisors. The Audit Committee operates according to the "Charter of Audit Committee" of the company. The Audit Committee consists of three members, all of whom are independent directors appointed by the Board of Directors and at least one of whom possesses expertise in accounting or finance. The Audit Committee convenes meetings at least quarterly and may convene meetings as necessary.
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:
Third Term
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
 
In the fiscal year 2023, the operation of our Audit Committee is as follows:
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.