COMMITTEE
COMMITTEE
Committee
Evaluating and Advising Company Policies from A Professional and Objective Perspective
Remuneration Committee
Adjustments are made to the remuneration on a regular basis.
Professionally and objectively evaluate the policies and systems for compensation and submit recommendations to the boardRenumeration Committee
Review and Adjust Renumeration on A Regular Basis
To ensure a sound system for compensation of the directors, supervisors and managerial officers of this Corporation, the functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors, supervisors, and managerial officers of this Corporation, and submit recommendations to the board of directors at least twice a year for its reference in decision making.
The Committee shall exercise the care of a good administrator to faithfully perform the following duties:
(一)Periodically reviewing the Remuneration Committee Charter and making recommendations for amendments to the Board of Directors.
(二)Establishing and periodically reviewing the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers of this Corporation.
(三)Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of this Corporation have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.
Attendance of the Renumeration Committee
The company's remuneration committee consists of three members, all of which are independent directors. The company re-elected directors on May 27, 2022, and appointed members of the sixth remuneration committee on July 13, 2022. In 2022, the Remuneration Committee held 5 meetings, and the attendance of independent directors was as follows:The 5th Meeting
(Original Terms of Office: July 29, 2020 ~ May 27, 2022)
Independent Director | Expected Number of Attendance | Actual Number of Attendance | Absent or Delegate Representative |
---|---|---|---|
HONG BI LIAN | 2 | 2 | 0 |
TSAI CHENG YUN | 2 | 2 | 0 |
HSIEH KUO TUNG | 2 | 2 | 0 |
The 6th Meeting
Independent Directors | Expected Number of Attendance | Actual Number of Attendance | Actual Number of Attendance |
---|---|---|---|
HONG BI LIAN | 3 | 3 | 0 |
HONG BI LIAN | 3 | 2 | 1 |
HSIEH YI CHUN | 3 | 3 | 0 |
Remuneration Committee Meetings
Date | Proposal | Resolution |
---|---|---|
111.03.18 |
|
Passed by the 3rd Board Meeting in 2022 |
111.03.30 |
|
Passed by the 4th Board Meeting in 2022 |
111.07.26 |
|
Passed by the 10th Board Meeting in 2022 |
111.10.12 |
|
Passed by the 14th Board Meeting in 2022 |
111.12.13 |
|
Passed by the 16th Board Meeting in 2022 |
Audit Committee
In terms of corporate governance, the company established an audit committee on June 22, 2017, to replace the supervisor and operate according to the company's "Audit Committee Charter". The Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number and at least one of whom shall have accounting or financial expertise. The Committee shall convene at least once quarterly and may call a meeting at its discretion whenever necessary.
The main function of the Audit Committee is to supervise the following matters:
※ Fair presentation of the financial reports of this Corporation.
※ Adoption of or amendments to the internal control system and assessment of the effectiveness of the internal control system.
※ Asset transactions or derivatives trading of a material nature.
※ Loans of funds, endorsements, or provision of guarantees of a material nature.
※ Offering, issuance, or private placement of equity-type securities.
※ Potential conflict of interests.
※ The hiring or dismissal of a certified public accountant, or their compensation.
※ The appointment or discharge of a financial, accounting, or internal audit officer.
※ Other material matters as may be required by this Corporation or by the competent authority.
The company re-elected directors on May 27, 2022, and held 10 meetings of the Audit Committee in 2022. The attendance is as follows:
The main function of the Audit Committee is to supervise the following matters:
※ Fair presentation of the financial reports of this Corporation.
※ Adoption of or amendments to the internal control system and assessment of the effectiveness of the internal control system.
※ Asset transactions or derivatives trading of a material nature.
※ Loans of funds, endorsements, or provision of guarantees of a material nature.
※ Offering, issuance, or private placement of equity-type securities.
※ Potential conflict of interests.
※ The hiring or dismissal of a certified public accountant, or their compensation.
※ The appointment or discharge of a financial, accounting, or internal audit officer.
※ Other material matters as may be required by this Corporation or by the competent authority.
The company re-elected directors on May 27, 2022, and held 10 meetings of the Audit Committee in 2022. The attendance is as follows:
The Second Meeting
(Original Terms of Office: June 9, 2020~September 8, 2023)
Independent Director | Expect Number of Attendance | Actual Number of Attendance | Absent or Delegate Representative |
---|---|---|---|
HONG BI LIAN | 5 | 5 | 0 |
HSIEH, KUO-TUNG | 5 | 5 | 0 |
Note: Independent Director TSAI, CHENG-YUN resigned in October 18, 2021.
The Third Meeting
Independent Director | Expect Number of Attendance | Actual Number of Attendance | Absence or Delegate Representative |
---|---|---|---|
HONG BI LIAN | 5 | 5 | 0 |
CHANG YU TE | 5 | 4 | 1 |
HSIEH YI CHUN | 5 | 5 | 0 |
The operation of the audit committee of the company in 2022 is as follows:
Audit Committee | Proposal | Article 14-5 of the Securities and Exchange Act | Resolution of the Audit Committee | Advice from the Independent Director | Board’s Advice for the Audit Committee |
---|---|---|---|---|---|
The 1st Meeting in 2022 (March 9, 2022) | Chih Wei Technology Ltd., a subsidiary of the company, invested 50% of ARRAY HOLDINGS FOR APGFIII FUND LPS, and indirectly acquired the issued ordinary shares of Array-KY (3664). | ✔ | Passed by all attending committee members. | N/A | Passed by all attending committee members. |
Part of the "Regulations Governing the Acquisition and Disposal of Assets" was revised. | ✔ | Passed by all attending committee members. | N/A | Passed by all attending committee members. | |
The 2nd Meeting in 2022 (March 30, 2022) | LJ Interior Design, a subsidiary of the Company, invested in private equity of Chander Electronics Corp. | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
Disposal of shares in Auer Media & Entertainment Corp. | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
Self-inspection of internal control system in 2021 | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
Assessment of the independence of CPA. | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
2021 Annual Financial Report | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
The 3rd Meeting in 2022 (April 13, 2022) | 2021 Income Distribution | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The company's son company Lanjing Co., Ltd. Investment in full company private equity | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
The 4th Meeting in 2022 (April 22, 2022) | ARRAY HOLDINGS FOR APGFIII FUND LPS 50% Chih Wei Technology Ltd., a subsidiary of the company, invested 50% of ARRAY HOLDINGS FOR APGFIII FUND LPS. |
✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The 5th Meeting in 2022 (May 12, 2022) | Consolidated Financial Statement in the First Quarter of 2022 | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The 6th Meeting in 2022 (July 26, 2022) | Softstar Entertainment participated in the follow-on offering of Chander Electronics Corp. | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The 7th Meeting in 2022 (Aug. 12, 2022) | Consolidated Financial Statement in the Second Quarter of 2022 | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
Part of the company's funds was lent to the subsidiary "LOFTSTAR INTERACTIVE ENTERTAINMENT INC." | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case | |
The 8th Meeting in 2022 (Oct. 12, 2022) |
The company planned to invest in Singapore Vertex Ventures (SG) SEA V LP | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The 9th Meeting in 2022 (Nov. 14, 2022) | The company released the consolidated financial statements for the third quarter of 2022 | ✔ | Passed by all attending committee members. | N/A | All attended members agreed to pass the case and passed the case |
The company released the 2023 annual audit plan. | ✔ | Passed by all attending committee members. | All attended members agreed to pass the case and passed the case | ||
The company's "internal control system" and "audit system" were revised. | ✔ | Passed by all attending committee members. | All attended members agreed to pass the case and passed the case | ||
The 9th Meeting in 2022 (Nov. 14, 2022) | Buy back to our company's shares case | ✔ | Passed by all attending committee members. | All attended members agreed to pass the case and passed the case |