INVESTORS

投资人服务

公司治理

功能性委员会

Overview of company policies, internal audits, board info, committees, and risk management.

公司组织架构及规章

董事会

功能性委员会

履行诚信经营

内部稽核

风险管理

利害关系人

功能性委员会

The Audit and Remuneration Committees, all independent directors, assist the Board in overseeing finances and compensation.

审计委员会

薪资报酬委员会

Audit Committee Purpose

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for the quality and integrity of the Company’s accounting, financial reporting, and auditing processes. The Committee meets at least once every quarter and may convene additional meetings as needed.

1. Audit Committee Responsibilities

1. The Audit Committee is primarily responsible for the following supervisory duties:
1-1 The fair presentation of the Company’s financial statements
1-2 Appointment, dismissal, independence, and performance of the certified public accountant (CPA)
1-3 Effectiveness of the Company’s internal control system
1-4 Compliance with relevant laws and regulations
1-5 Oversight of existing or potential risks facing the Company

2. The Audit Committee’s authority includes

2-1 Establishing or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act
2-2 Assessing the effectiveness of the internal control system
2-3 Establishing or amending procedures for significant financial and business activities (such as
acquisition/disposal of assets, derivatives trading, lending of funds, endorsements/guarantees) in accordance with Article 36-1 of the Securities and Exchange Act
2-4 Matters involving directors’ conflicts of interest
2-5 Major asset or derivative transactions
2-6 Significant lending of funds, endorsements, or guarantees
2-7 Fundraising, issuance, or private placement of equity-related securities
2-8 Appointment, dismissal, or remuneration of the CPA
2-9 Appointment or dismissal of financial, accounting, or internal audit officers
2-10 Annual financial statements signed by the Chairperson, General Manager, and Chief Accountant
2-11 Business report, profit distribution or loss compensation proposals
2-12 Other significant matters required by laws or regulations

Audit Committee Attendance

2024 Audit Committee Meetings

The Audit Committee convened a total of 7 meetings. The attendance of the three Independent Directors is as follows

委员

实际出席次数

委托出席次数

出席比率

Wen-Che Tseng

100%

Chung-Chu Liang

100%

Ming-Yang Cheng

100%

Audit Committee Meeting Information

The following summarizes the key communication points discussed at the Audit Committee meetings over the past year.

日期

议案

决议

22 Feb 2024

The Company's parent company only financial statements and consolidated financial statements for fiscal year 2023.
The Company's Business Report for fiscal year 2023.
Proposal for capital injection into the Company’s subsidiary in Taiwan.
Periodic assessment of the independence of attesting CPAs.
The Company's 2023 "Statement of Internal Control System."
Other accounting and auditing matters.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

18 Apr 2024

Proposal for distribution of the Company’s earnings for the second half of 2023.
Other accounting and auditing matters.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

10 May 2024

The Company's consolidated financial statements for the first quarter of 2024.
Other accounting and auditing matters.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

08 Aug 2024

The Company's consolidated financial statements for the second quarter of 2024.
Ratification of the acquisition of equipment for business use from a related party.
Other accounting and auditing matters.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

06 Nov 2024

The Company's Business Report for the first half of 2024.
Proposal for distribution of the Company’s earnings for the first half of 2024.
The Company's consolidated financial statements for the third quarter of 2024.
Other accounting and auditing matters.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

20 Dec 2024

The Company extended a loan to its Thai subsidiary, Topo Technology (Thailand) Co., Ltd., to support its operational funding needs.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

Functions of the Remuneration Committee

The primary function of the Company’s Remuneration Committee is to objectively and professionally evaluate the remuneration policies and systems for directors and managerial officers, and to provide recommendations to the Board of Directors for reference in decision-making. The Committee shall convene at least twice a year.

1. Responsibilities of the Remuneration Committee

The Committee shall perform its duties with the care of a prudent manager and faithfully carry out the following responsibilities, with its proposals submitted to the Board for discussion
1-1 Establish and periodically review the performance evaluation policies, remuneration systems, standards, and structures for directors and managerial officers
1-2 Regularly evaluate and determine the remuneration of directors and managerial officers

2. In performing its duties, the Remuneration Committee shall adhere to the following principles

2-1 Ensure that the Company’s compensation arrangements comply with relevant laws and regulations and are sufficient to attract top talent
2-2 Assess the performance and compensation of directors and managerial officers with reference to industry standards, individual contributions of time and responsibilities, performance in other roles, historical compensation for similar positions within the Company, achievement of short-term and long-term business goals, financial status of the Company, and the correlation between individual performance, Company performance, and future risks
2-3 Avoid encouraging directors or managerial officers to engage in activities beyond the Company’s risk tolerance in pursuit of compensation
2-4 When determining bonus payments or the timing of variable compensation based on short-term performance, give due consideration to the industry context and the nature of the Company’s business.
2-5 In the event a Committee member’s remuneration is under discussion, the member shall fully disclose relevant information during the meeting. Where a conflict of interest may impair the interests of the Company, the member shall recuse themselves from both discussion and voting, and may not exercise voting rights on behalf of other members

Remuneration Committee Members

Remuneration Committee Attendance

The Company's Remuneration Committee consists of three members, all of whom are independent directors.

2024 Remuneration Committee Meetings

The Remuneration Committee convened a total of 2 meetings. The attendance of the three Independent Directors is as follows

委员

实际出席次数

委托出席次数

出席比率

Wen-Che Tseng

100%

Chung-Chu Liang

100%

Ming-Yang Cheng

100%

Remuneration Committee Meeting Information

The key discussion points of the Company’s Remuneration Committee meetings in 2024 are summarized as follows:

日期

议案

决议

22 Feb 2024

Proposal for distribution of employees’ compensation and directors remuneration for fiscal year 2023.
Review of the 2023 employee and director remuneration allocation plan.
Performance evaluation results of the directors, the Board, and its functional committees.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

08 Aug 2024

Proposal for the distribution of directors’ remuneration for fiscal year 2023.
Proposal for the distribution of employee compensation to managerial officers for fiscal year 2023.

All committee members unanimously approved the resolution. Already announced in accordance with the regulations of the competent authority.

公司治理

Strong Management & Risk Control

功能性委员会

Audit Committee Purpose

1. Audit Committee Responsibilities

2. The Audit Committee’s authority includes

Audit Committee Attendance

2024 Audit Committee Meetings

Audit Committee Meeting Information

Functions of the Remuneration Committee

1. Responsibilities of the Remuneration Committee

2. In performing its duties, the Remuneration Committee shall adhere to the following principles

Remuneration Committee Members

Remuneration Committee Attendance

2024 Remuneration Committee Meetings

Remuneration Committee Meeting Information

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