Remuneration Committee

Duty
The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion:
  1. Establishing and periodically reviewing the performance assessment standards and the policies, systems, standards, and structure for the remuneration of the directors and managerial officers.
  2. Periodically assessing and setting the remuneration of the directors and managerial officers.
The members of the Committee shall be appointed by resolution of the board of directors with a minimum of three members. A majority of the members shall serve as independent directors. One of the independent directors shall be elected by all members of the Committee as the convener and meeting chair. The Remuneration Committee should meet at least twice per year and regularly conduct the Committee's internal performance evaluation every year. Please see the Remuneration Committee operations and members' attendance in "Remuneration Committee Operations" document below or in the Company's annual report.
Title Name Main Education and Experience
Independent Director (Convener) Chien-Huang Lin, Ph. D. Doctor of Philosophy, Institute of Pharmacology, College of Medicine, National Taiwan University
Professor at the Graduate Institute of Medical Science, TMU
Independent Director Chih-Li Wang Bachelor of Accountancy
Accountant, Moores Rowland CPAs
Independent Director Ming-Daw Chang Master in Department of Law at Chinese Culture University
Chairperson of Bank of Panshin

Audit Committee

Duty
The Audit Committee is responsible for helping the board of directors to implement the powers conferred by the Securities and Exchange Act, the Company Act, and any other law to be exercised by supervisors and regularly communicate with the certified public accountant. The Audit Committee is also responsible for the hiring, discharge, or compensation of a certified public accountant. At the same time, the internal audit manager will regularly assemble and report the audit report to the Audit Committee every year. The Audit Committee is responsible for revewing the Company's internal control system, internal audit manager, and the implementation of the tasks on a regular basis. Main duties are as follow:
  1. Establish or amend internal control system in compliance with Article 14-1 of the Securities and Exchange Act
  2. Validity assessment of the Internal control system
  3. Establish or amend procedures of major financial or operational actions such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others in compliance with Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the directors' own interests
  5. Significant asset or derivatives transactions
  6. Significant monetary loans to others, endorsements or guarantees
  7. Raising, issuing or private placement of equity-based securities
  8. Appointment and dismissal of CPAs
  9. Appointment and dismissal of financial supervisors
  10. Annual financial report signed or sealed by the chairperson, general manager and accounting supervisor, and financial report that must be reviewed by a CPA
  11. Business report
  12. Other material matters deemed by the Company or regulatory authorities
The Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The Audit Committee shall conduct internal performance evaluation annually. The Committee shall convene at least once quarterly, and may call a meeting at its discretion whenever necessary. Please see the Audit Committee operations and members' attendance in "Audit Committee Operation" document below or in our annual report.
Title Name Main Education and Expertise
Independent Direct (Convener) Ming-Daw Chang Master in Department of Law at Chinese Culture University
Chairperson of Bank of Panshin
Independent Director Chih-Li Wang Bachelor of Accountancy
Accountant, Moores Rowland CPAs
Independent Director Chien-Huang Lin, Ph. D. Doctor of Philosophy, Institute of Pharmacology, College of Medicine, National Taiwan University
Professor at the Graduate Institute of Medical Science, TMU