Functional Committee

Audit Committee

In accordance with its charter, the Company’s Audit Committee is composed of all independent directors, and shall consist of no fewer than three members. One of the members shall serve as the convener, and at least one member must possess expertise in accounting or finance. The term of office for independent directors serving on the Committee is three years and is eligible for consecutive terms upon re-election.

I. The operation of the Committee shall be primarily aimed at supervising the following matters:
    1. The fair presentation of the Company’s financial statements.
    2. The selection, dismissal, independence, and performance of the certified public accountants.
    3. The effective implementation of the Company’s internal control system.
    4. The Company’s compliance with relevant laws and regulations.
    5. The control of the Company’s existing or potential risks.
II. The duties and powers of the Committee shall include the following matters:
    1. Establishment or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
    2. Evaluation of the effectiveness of the internal control systems.
    3. Establishment or amendment of procedures for handling significant financial and business activities such as acquisition or disposal of assets, engaging in derivative transactions, lending of funds to others, or providing endorsements or guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
    4. Matters involving the personal interest of any director.
    5. Significant asset or derivative transactions.
    6. Significant lending of funds, endorsements, or provision of guarantees.
    7. The offering, issuance, or private placement of equity-type securities.
    8. Appointment, dismissal, or remuneration of certified public accountants.
    9. Appointment or dismissal of financial, accounting, or internal audit officers.
    10. Annual financial reports signed or sealed by the chairperson, managerial officers, and accounting officers, as well as second-quarter financial reports that are subject to CPA review and attestation.
    11. Other significant matters as stipulated by the Company or competent authorities.

Audit Committee Charter(.pdf)

Members of the Audit Committee

Title Name Main career (academic) achievements
Convener and Chairperson Wu, Tsung-Chang Master of Finance, University of Texas at Dallas, U.S.A.
Chief Accountant, Vision International
C.P.A. FirmIndependent Director, Newretail Co., Ltd.

Independent Director, HCM Co., Ltd.
Independent Director, Young Shine Electric Co., Ltd.
Member Liu, Shuai-Lei Master, the School of Law of Chung Yuan Christian University
National Taiwan University Bachelor, Department of Political Science
Managing Partner, Chi-Heng Law Firm
Member
(
Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung National Yang Ming Chao Tung University Institute of electronics PhD
Dean of the College of Engineering, Chang GungUniversity
Professor, Department of Electronics Engineering, Chang Gung University
Professor, Institute of Pioneer Semiconductor Innovation, National Yang Ming Chao Tung University
Member Lee, Ya-Hsun Master of Business Administration, Boston University, USA
Special Assistant to the Chairman, Gordon Auto Body Parts Co., Ltd.

Operation of the Audit Committee

I. The Company’s Audit Committee consists of four members.

II. Term of the Current Committee Members: From June 27, 2024 to May 14, 2027. As of August 5, 2025, the Audit Committee has convened 10 meetings (A) during the current term. The attendance of committee members is as follows:
Title Name No. of meetings attended in person(B) Number of proxy attendances In-person attendance rate(%)(B/A)
Convener and Chairperson Wu, Tsung-Chang 10 0 100%
Member Liu, Shuai-Lei 10 0 100%
Member
(
Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung 8 0 100%
Member Lee, Ya-Hsun 10 0 100%
 

III. Resolutions of the Audit Committee:
     
Audit Committee Date
Session No.
Agenda Items Resolution Result Chairperson/Member Comments
June 27, 2024
1st meeting, 2nd term
Proposal for the application for providing a guarantee and
endorsement for thesubsidiary and applying for a credit
limit with Taishin Bank.
Approved unanimously by
all attending members
None
Proposal for the application to provide a guarantee and
endorsement for the subsidiary and to renew the credit
limit application with corresponding bank.
August 9, 2024
2nd meeting, 2nd term
Proposal for the review of the financial report for the
second quarter of 2024.
Approved unanimously by
all attending members
None
Proposal for the qualified accounts receivable and amounts
other than accounts receivable do not constitute a loan in
nature.
September 19, 2024
3rd meeting, 2nd term
Proposal for the Company’s 2024 cash capital increase
and issuance of new shares.
Approved unanimously by
all attending members
None
Proposal for the establishment of an information security
policy.
Proposal for the establishment of an information security
incident response and reporting procedure.
Proposal for the Company's investment in establishing
a subsidiary in Thailand.
November 5, 2024
4th meeting, 2nd term
Proposal for the review of the financial report for the
third quarter of 2024.
Approved unanimously by
all attending members
None
Proposal for the qualified accounts receivable and amounts
other than accounts receivable do not constitute a loan in
nature.
December 19, 2024
5th meeting, 2nd term
Proposal for the amendments to the Company’s 2025
internal audit plan.
Approved unanimously by
all attending members
None
Proposal for the budget for the 2025 fiscal year.
Proposal for the evaluation of the independence
and suitability of the certified public accountants
of the Company.
Proposal for establishing risk management policies
and procedures.
Proposal for establishing sustainable information
management measures.
January 21, 2025
6th meeting, 2nd term
Proposal for the subcontracting of additional
electromechanical engineering works for the
Company's Xinsheng Road factory.
Approved unanimously by
all attending members
None
February 17, 2025
7th meeting, 2nd term
Proposal for the Company’s financial statements
and business report for the year 2024.
Approved unanimously by
all attending members
None
Proposal for the Company’s 2024 earnings distribution.
Proposal for the qualified accounts receivable and amounts
other than accounts receivable do not constitute a loan in
nature.
Proposal for the amendment to the "Corporate Governance
Best Practice Principles."
Proposal for the Company's 2024 internal control system
effectiveness assessment and internal control system
statement.
Proposal for the Company's participation in the joint venture
investment to establish TSS II Holding Ltd.
Proposal for the application for endorsement guarantees for
the subsidiary and the renewal of the credit facility with Mega
International Commercial Bank.
May 7, 2025
8th meeting, 2nd term
Proposal for the review of the financial report for the
first quarter of 2025.
Approved unanimously by
all attending members
None
Proposal for the qualified accounts receivable and amounts
other than accounts receivable do not constitute a loan in
nature.
Proposal for additional construction budget for the
Company's Xinsheng Road Factory.
Proposal for the appointment and remuneration of
the Certified Public Accountant for Fiscal Year 2025.
Proposal for the amendment of the “Employee
Compensation Cycle.”.
Proposal for the application for endorsement guarantees for
the subsidiary and the renewal of the credit facility with Yuanta
Bank.
Proposal for the amendment of the “Approval Authority
Matrix.”
June 24, 2025
9th meeting, 2nd term
Proposal for the sale of equipment to a Related Party. Approved unanimously by
all attending members
None
Proposal for the Establishment of the “Regulations
Governing Compliance Management Procedures.”
Proposal for the adjustment of the Chief Internal Auditor.
August 5, 2025
10th meeting, 2nd term
Proposal for the review of the financial report for the
second quarter of 2025.
Approved unanimously by
all attending members
None
Proposal for the qualified accounts receivable and amounts
other than accounts receivable do not constitute a loan in
nature.
Proposal for the review of the 2024 sustainability report.
Proposal for the formulation of the "Group Tax Policy and
Management Rules"
Proposal for the formulation of the "Rules for Financial and
Business Operations Among Related
Parties."

Proposal for the Formulation of the "Major Incident
Reporting Procedures."

Proposal for the application for endorsement guarantees for
the subsidiary and the renewal of the credit facility with Taishin
International Bank.

Remuneration Committee

The Company’s Remuneration Committee shall faithfully perform its duties with the care of a good administrator and submit its recommendations to the Board of Directors for discussion. The Committee shall convene at least twice a year; however, this requirement does not apply in the event of emergencies.

I. Functions and Duties of the Company’s Remuneration Committee:
  1. Periodically reviewing the Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, independent directors, and managerial officers of the Company, and disclose the contents of the performance assessment standards in the annual report.
  3. Periodically assessing the degree to which performance goals for the directors, independent directors, and managerial officers of the Company 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. The annual report shall disclose the results of the individual performance assessments of the directors, independent directors and managerial officers and the connection between and reasonableness of the contents and amounts of their individual compensation and performance assessment results, and making a report at a shareholders' meeting.
II. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
  1. Ensuring that the compensation arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. Performance assessments and compensation levels of directors, independent directors, and managerial officers shall take into account the general pay levels in the industry, individual performance assessment results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's performance and the Company's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
  3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company
  4. For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company's business.
  5. No member of the Committee may participate in discussion and voting when the Committee is deciding on that member's individual compensation.

Remuneration Committee Charter(.pdf)

Members of the Remuneration Committee

Title Name Main career (academic) achievements
Convener and Chairperson
(Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung National Yang Ming Chao Tung University Institute of electronics PhD
Dean of the College of Engineering, Chang GungUniversity
Professor, Department of Electronics Engineering, Chang Gung University
Professor, Institute of Pioneer Semiconductor Innovation, National Yang Ming Chao Tung University
Member
(Served as Convener and Chairperson from
August 1, 2024 to October 17, 2024)
Liu, Shuai-Lei Master, the School of Law of Chung Yuan Christian University
National Taiwan University Bachelor, Department of Political Science
Managing Partner, Chi-Heng Law Firm
Member Wu, Tsung-Chang Master of Finance, University of Texas at Dallas, U.S.A.
Chief Accountant, Vision International
C.P.A. FirmIndependent Director, Newretail Co., Ltd.

Independent Director, HCM Co., Ltd.
Independent Director, Young Shine Electric Co., Ltd.
Member Lee, Ya-Hsun Master of Business Administration, Boston University, USA
Special Assistant to the Chairman, Gordon Auto Body Parts Co., Ltd.

Operation of the Remuneration Committee

I. The Company’s Remuneration Committee consists of four members.

II. Term of the Current Committee Members: From June 27, 2024 to May 14, 2027. As of August 5, 2025, the Remuneration Committee has convened 9 meetings (A) during the current term. The attendance of committee members is as follows:
Title Name No. of meetings attended in person(B) Number of proxy attendances In-person attendance rate(%)(B/A)
Convener and Chairperson
(Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung 7 0 100%
Member
(Served as Convener and Chairperson from
August 1, 2024 to October 17, 2024)
Liu, Shuai-Lei 9 0 100%
Member Wu, Tsung-Chang 9 0 100%
Member Lee, Ya-Hsun 9 0 100%
 
III. Resolutions of the Remuneration Committee:
Remuneration Committee Date
Session No.
Agenda Items Resolution Result Chairperson/Member Comments
June 27, 2024
1st meeting, 2nd term
Proposal for the distribution proposal of remuneration to directors
of the Company for 2023.
Approved unanimously by
all attending members
None
Proposal for the revision of the "Board of Directors' Compensation
Distribution Procedures."
Proposal for the appointment of the Chief Strategy Officer for the
Company.
Proposal for the personnel change of the Company's General
Manager.
Proposal for the personnel change of the Company's Chief
Information Security Officer.
Proposal for the pension proposal for Director Chen Wen-Sheng,
who concurrently serves as the General Manager.
Proposal for the salary adjustment proposal for the Company's
managers for the year 2024.
Proposal for the Company handled the employee stock trust
and the manager's participation in the employee stock trust
contribution bonus plan.
August 9, 2024
2nd meeting, 2nd term
Proposal for the distribution of remuneration to managers and
directors who concurrently serve as employees of the Company
for the year 2023.
Approved unanimously by
all attending members
None
Proposal for the distribution of performance bonuses to managers
and directors who concurrently serve as employees of the
Company for the first half of 2024
.
September 19, 2024
3rd meeting, 2nd term
Proposal for formulation of the 2024 cash capital increase employee
stock subscription plan.
Approved unanimously by
all attending members
None
November 5, 2024
4th meeting, 2nd term
Proposal for the revision of the executive compensation and
benefits policy.
Approved unanimously by
all attending members
None
December 19, 2024
5th meeting, 2nd term
Proposal for the regular evaluation of the salary and compensation
of the Company's managers.
Approved unanimously by
all attending members
None
Proposal for the regular evaluation of the salary and compensation
of the Company's directors.
Proposal for the 2024 cash capital increase, with participation from
the manager and directors with employee status in the allocation
of employee stock options.
January 21, 2025
6th meeting, 2nd term
Proposal for the year-end bonus distribution for the Company's
managers, directors serving as employees, and internal audit
officer for the 2024 fiscal year
.
Approved unanimously by
all attending members
None
February 17, 2025
7th meeting, 2nd term
Proposal for the Company’s 2024 employee and director
compensation allocation.
Approved unanimously by
all attending members
None
Proposal for the revision of the executive compensation and
benefits policy.
June 24, 2025
8th meeting, 2nd term
Proposal for the distribution proposal of remuneration to
directors of the Company for 2024.
Approved unanimously by
all attending members
None
Proposal for the distribution of employee compensation for
managerial officers and directors serving concurrently as employees
for fiscal year 2024.
Proposal for the promotion of managerial officers.
Proposal for the adjustment of the Chief Internal Auditor.
August 5, 2025
9th meeting, 2nd term
Proposal for the issuance of performance bonuses to Managers
and the Chief Internal Auditor for the first half of 2025.
Approved unanimously by
all attending members
None


Nomination Committee

In accordance with its charter, the Company’s Nomination Committee shall be composed of at least three directors nominated by the Board of Directors, with a majority of the members being independent directors. Members shall possess the necessary competencies to perform their duties, such as expertise in corporate governance or work experience in business, law, finance, accounting, or other areas relevant to the Company’s operations.

The powers and duties of the Nomination Committee are as follows:
    1. Establish standards for the professional qualifications, skills, experience, gender, and other diversity requirements, as well as independence criteria, for members of the Board of Directors and senior management; and identify, review, and nominate candidates for directors and senior management positions accordingly.
    2. Build and develop the organizational structure of the Board and its committees; conduct performance evaluations of the Board, its committees, individual directors, and senior management; and assess the independence of independent directors.
    3. Formulate and regularly review director training programs and succession plans for directors and senior management.
    4. Establish the Company's corporate governance best-practice principles.

Nomination Committee Charter(.pdf)

Members of the Nomination Committee

Title Name Main career (academic) achievements
Convener and Chairperson Liu, Shuai-Lei Master, the School of Law of Chung Yuan Christian University
National Taiwan University Bachelor, Department of Political Science
Managing Partner, Chi-Heng Law Firm
Member Wu, Tsung-Chang Master of Finance, University of Texas at Dallas, U.S.A.
Chief Accountant, Vision International
C.P.A. FirmIndependent Director, Newretail Co., Ltd.

Independent Director, HCM Co., Ltd.
Independent Director, Young Shine Electric Co., Ltd.
Member
(
Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung National Yang Ming Chao Tung University Institute of electronics PhD
Dean of the College of Engineering, Chang GungUniversity
Professor, Department of Electronics Engineering, Chang Gung University
Professor, Institute of Pioneer Semiconductor Innovation, National Yang Ming Chao Tung University
Member Lee, Ya-Hsun Master of Business Administration, Boston University, USA
Special Assistant to the Chairman, Gordon Auto Body Parts Co., Ltd.

Operation of the Nomination Committee

I. The Company’s Nomination Committee consists of four members.

II. Term of the Current Committee Members: From June 27, 2024 to May 14, 2027. As of August 5, 2025, the Nomination Committee has convened 3 meetings (A) during the current term. The attendance of committee members is as follows:

 
Title Name No. of meetings attended in person(B) Number of proxy attendances In-person attendance rate(%)(B/A)
Convener and Chairperson Liu, Shuai-Lei 3 0 100%
Member Wu, Tsung-Chang 3 0 100%
Member
(
Resigned on July 31, 2024
Appointed on October 18, 2024
)
Lai, Chao-Sung 2 0 100%
Member Lee, Ya-Hsun 3 0 100%
 
III. Resolutions of the Nomination Committee:

Nomination Committee Date
Session No.
Agenda Items Resolution Result Chairperson/Member Comments
September 19, 2024
1st meeting, 2nd term
Proposal for nomination of independent director candidates list. Approved unanimously by
all attending members
None
December 19, 2024
2nd meeting, 2nd term
Proposal for the performance evaluation of members of the Board
of Directors and members of the Functional Committee in 2024.
Approved unanimously by
all attending members
None
Proposal for the formulation of "2025 Director Continuing Education
Course Plan."
June 24, 2025
3rd meeting, 2nd term
Proposal for the promotion of managerial officers. Approved unanimously by
all attending members
None


Results of the Internal Performance Evaluation of the Functional Committees

Year 2022
Year 2023

Year 2024
 
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