The Board of the Company want to improve oversight function, strengthen management function and implement corporate governance and currently decided to set up audit and Compensation Committees with the consideration on the size of the Board of Directors and the number of independent directors. The committees are responsible for the Board and summit their proposals to it for resolutions. The main functions of the Committee are as follows.

Audit Committee

Members of the audit committee of the Company consist of all the independent directors. A regular meeting at least quarterly is required to assist the Board in fulfilling the implementation of accounting, auditing, financial reporting process and obtaining reasonable assurance about the quality and integrity of the financial companies in its oversight. The responsibilities of Audit Committee shall include:
  • Adoption or amendment of an internal control system.
  • Assessment of the effectiveness of the internal control system.
  • Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
  • A matter bearing on the personal interest of a director or supervisor.
  • A material asset or derivatives transaction.
  • A material monetary loan, endorsement, or provision of guarantee.
  • The offering, issuance, or private placement of any equity-type securities.
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto.
  • The appointment or discharge of a financial, accounting, or internal auditing officer.
  • Annual and semi-annual financial reports.
  • Any other material matter so required by the company or the Competent Authority.

The Audit Committee shall annually evaluate their own performance and discuss future issues requiring special attention. In order to perform their duties, they have the rights to conduct appropriate audit and investigation in accordance with the Company's articles of association. There should be various paths for them to fully communicate and contact company's internal audit unit, CPAs and all employees. The Audit Committee also has the right to hire and supervise lawyers, accountants or other advisers to assist them in performing their duties.

Compensation Committee

Members of the compensation committee are appointed by the Board. In accordance with the organization's articles of association of the Company's compensation committee, the committee shall consist of at least three independent directors and at least quarterly convene a regular session to assist the Board in evaluating and executing the company's overall compensation and welfare policies, and compensation of directors and executives.

Chairman of the compensation committee could be invited to attend all meetings and be avoided when their salaries are discussed. Compensation committee may in its articles of association, hire an independent consultant to assist in evaluating the CEO or the manager's compensation.

Member of Committee

Current Positions Name Education & Professional Qualifications Other Positions Professional Background
Chairman of the Compensation Committee & Member of the Audit Committee Chiu, Huang Chuan
  • Master Degree in Law, University of Cambridge
  • Lawyer, Baker & McKenzie
  • Partner, Kew & Lord
  • Independent Director / Member of the Compensation Committee, Taiwan High Speed Rail Corporation
  • Independent Director, Chunghwa Precision Test Tech. Co., Ltd.
  • Independent Director, Lung Teh Shipbuilding Co., Ltd
Chairman of the Audit Committee & Member of the Compensation Committee Ting, Hung-Hsun
  • Bachelor Degree in Accounting, Chinese Culture University
  • Independent Director, Test Rite Retail Co., Ltd.
  • Independent Director,Test Rite Internaional Co., Ltd.
  • Supervisor, & TIEN LIANG BIOTECH CO., LTD
  • Independent Director / Member of the Compensation Committee & Chairman of the Audit Committee, ICARES
  • Supervisor, Emerging Display Technologies
  • Independent Director / Member of the Compensation Committee / Chairman of the Audit Committee, CyberTAN Technology, Inc.
  • Director , CEN LINK CO.,LTD.
  • Independent Director / Chairman of the Compensation Committee / Chairman of the Audit Committee, M POWER Information Co., Ltd.
Member of the Audit Committee & The Compensation Committee Lin, Ying-Shan
  • EMBA, Sun Yat-sen University
  • Master of Management Science, Master Degree in Management Science, Kaohsiung Polytechnic Institute
  • Manager of Underwriting Department, Yuanta Core Pacific Securities Co., Ltd.
  • Director, Emerging Display Technologies
  • Representative Director, TRIOTEK-M CO., LTD.
  • General Manager / Director, Mildex Optical Inc.
  • Independent Director / Chairman of the Compensation Committee, TAYIH LUN AN CO., LTD.
  • Independent Director / Chairman of the Compensation Committee / Member of the Audit Committee, CyberTAN Technology, Inc.
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