Functional Committees

Main Duties of Each Functional Committee

Functional Committee Number of Members Main Duties
Corporate Governance & Nomination Committee 5-7 persons
  • Review and confirm qualifications of independent, non-independent directors and officers considering varied measures such as professional and technical knowledge, experience, and gender as well as impartiality, and find, evaluate and nominate candidates for independent, non-independent directors and officers.
  • Plan composition of the Board and functional committees, and assess performance of the Board and functional committees.
  • Nominate independent directors and non-independent directors.
  • Identify and evaluate independent directors and potential independent director candidates.
  • Review the Succession Plan for directors and officers
  • Plan and review overall execution of directorship and functional committees.
  • Plan and review liability insurance for directors and officers.
  • Review the status of information disclosure.
  • Review the planning, suggestion and implementation effectiveness of corporate governance system and review relevant by-laws.
  • Review the effectiveness of corporate governance implementation.
  • Other duties as required by Articles of Incorporation, guidelines for corporate governance, or resolutions of Board of Directors.
Audit Committee 3 persons
  • Formulate or revise internal control system as required by Article 14-1 of the Securities and Exchange Act.
  • Evaluate the effectiveness of the Corporation’s internal control system.
  • Formulate or revise, as required by Article 36-1 of the Securities and Exchange Act, the procedures for major financial business conduct regarding acquisition or disposal of assets, undertaking of derivatives transactions, lending of capital, endorsement, or provision of guarantee for others.
  • Approve items involving directors’ own interests.
  • Approve major asset and derivatives transactions.
  • Approve major lending of capital, endorsement, or provision of guarantee.
  • Review marketable securities offering/issuance, or the private placement of securities of equity characteristics.
  • Assess appointment, discharge, or compensation of the Certified Public Accountant.
  • Evaluate the Corporation’s financial, accounting, or internal audit director’s appointment, dismissal and performance.
  • Review annual and semi-annual financial statements.
  • Review Q1 and Q3 financial statements.
  • Review the Corporation’s accounting system/financial condition.
  • Evaluate the Corporation’s risk management policies and risk measurement standards.
  • Approve procedures for major financial/business conduct.
  • Assess, examine, and oversee existing or potential risks in the Corporation.
  • Examine corporate’s compliance to law and regulations.
  • Review corporate capital, financing, and credit plans.
  • Assess corporate tax planning and compliance with tax regulations.
  • Other major matters as required by competent authorities.
  • Other duties as required by Articles of Incorporation or resolutions of Board of Directors.
Remuneration Committee 3-5 persons
  • Formulate and regularly review policies, systems, standards, and composition of performance evaluation and compensation of directors and officer.
  • Regularly evaluate and formulate directors’ and officers’ compensation.
Special Committee 5-7 persons
  • Provide counsel and suggestions on major legal or contractual disputes and important institutional changes approved by the Board of Directors.
  • Supervise procurement proposals made to the Board of Directors by functional managers.
  • Other duties as required by Articles of Incorporation or resolutions of Board of Directors.

Members of Each Functional Committee

Director Name Corporate Governance & Nomination Committee Audit Committee Remuneration Committee Special Committee
Chiang, Yao-Chung (Convener) ✔ (Convener)      
Ding, Kung-Wha ✔ (Convener)  
Chiu, Kenneth Huang-Chua ✔ (Convener)  
Poo, David Da-Wei ✔ (Convener)
Liu, Min-Ching      
Huang, Mao-Hsiung      
Liu, Kuo-Chih      
Tsai, Huang-Liang      
Wang, Shyi-Chin      
Chen, Chao-Yih      
Kao, Shien-Quey      
Ko, Lee-Ching