Corporate Governance
Company Organization and Policies
CORPORATE GOVERNANCE
Strong Management & Risk Control
Overview of company policies, internal audits, board info, committees, and risk management.
BOARD OF DIRECTORS
The Company’s Board of Directors holds at least one meeting each quarter. The board members possess the knowledge, skills, and professional competencies necessary to perform their duties, and are responsible for guiding corporate strategy, overseeing management, and being accountable to the Company and all shareholders.
Board of Directors
Independent Board Member Communications
Board Structure and Functions
In accordance with the Company’s Articles of Incorporation, the Board of Directors is composed of seven to nine members, each serving a three-year term. Directors are elected by the shareholders’ meeting from a list of nominated candidates and may be re-elected for consecutive terms.
The Company’s Board of Directors currently consists of seven members, including three independent directors.
To enhance the Board’s supervisory function and strengthen management mechanisms, Catcher has established an Audit Committee and a Remuneration Committee in accordance with Article 14 of the Securities and Exchange Act. In addition, on November 6, 2025, the Board resolved to establish the “Sustainability Development and Risk Management Committee” to further reinforce the Company’s sustainability and risk governance framework.
Performance Evaluation of the Board of Directors and Functional Committees
To strengthen corporate governance and enhance the functionality of the Board of Directors, the Company’s Board approved the “Board Performance Evaluation Procedures” on November 9, 2019, which have been implemented since 2020.
The Company conducts an annual internal performance evaluation covering the entire Board, individual directors, and functional committees. Detailed disclosures are available in the Company’s annual report.
Board Members, Backgrounds, and Attendance
Information regarding board members’ attendance can be found on the Market Observation Post System (MOPS).
Position
Name
Appointment Date
Key Experience and Education
Director
Tien-Szu Hung
13 Jun 2013
- Chairman of Chia-Wei Investment Co., Ltd.
Director
Hong, Shui-Shu
13 Jun 2013
- Dean, College of Medicine, National Taiwan University
- Chairman, Catcher Technology Co., Ltd.
Director
Representative of Yong Yu Investment Co., Ltd.: Su-Huei Kuo
27 May 2025
- Department of French, Chinese Culture University
- Chairman & President of Wei Chih Steel Industrial Co., Ltd.
Director
Mon-Huan Lei
13 Jun 2013
- Department of Medicine, National Taiwan University
- Adjunct Lecturer of National Taiwan University Hospital
Independent Director
Wen-Che Tseng
12 Jun 2019
- EMBA, National Cheng Kung University
- Vice President of Taxation Department/Director of Deloitte & Touche
Independent Director
Tsorng-Juu Liang
12 Jun 2019
- Ph.D., Department of Electrical Engineering, University of Missouri
- Vice Dean, College of Electrical Engineering and Computer Science, National Cheng Kung University
Independent Director
Wen-Hsiung Chan
27 May 2025
- MBA, Department of International Business, National Taiwan University
- Chairman of Advanced Echem Materials Co., Ltd.
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Policy on Communication Between Independent Directors and Certified Public Accountants
The independent directors of the Audit Committee communicate with the external auditors through regular annual meetings and, when necessary, in writing. Discussions cover auditor independence, responsibilities, and audit planning. The Audit Committee reviews and finalizes its report based on the auditors’ findings and opinions on the Group’s consolidated financial statements. Overall, communication between the independent directors and auditors has been effective.
2024 Summary of Communication Between Independent Directors and Certified Public Accountants
Date
Meeting
Matters Communicated
Communication Outcome
08 Aug 2024
Audit Committee
- The CPA provided an explanation of the content of the consolidated financial statements for the second quarter of 2024 and the related review report.
The independent directors engaged in thorough communication with the CPA. No objections were raised by the independent directors.
06 Nov 2024
Audit Committee
- The CPA provided an explanation of the content of the consolidated financial statements for the third quarter of 2024 and the related review report.
The independent directors engaged in thorough communication with the CPA. No objections were raised by the independent directors.
10 May 2024
Audit Committee
- The CPA provided an explanation of the content of the consolidated financial statements for the first quarter of 2024 and the related review report.
The independent directors engaged in thorough communication with the CPA. No objections were raised by the independent directors.
22 Feb 2024
Audit Committee
- The CPA provided an explanation of the content of the audited consolidated financial statements for the fiscal year 2023 and the related auditor’s report.
- Communication of key audit matters in the auditor’s report.
The independent directors engaged in thorough communication with the CPA. No objections were raised by the independent directors.
Policy on Communication Between Independent Directors and Chief Internal Auditor
The internal audit unit submits audit reports to the independent directors on a monthly basis for their review. Any questions raised by the independent directors are promptly addressed through communication regarding the audit findings and the status of follow-up actions. In addition, the chief internal auditor provides quarterly oral reports to the independent directors during Audit Committee meetings. In the event of material irregularities, meetings may be convened at any time, and the implementation of internal audit activities is reported to the Board of Directors.
As of today, communication between the Company’s independent directors and the chief internal auditor has been smooth and effective.
2024 Summary of Communications Between Independent Directors and Chief Internal Auditor
Date
Meeting
Matters Communicated
Opinions of Independent Directors
22 Feb 2024
Audit Committee
- Report on audit operations (including follow-up reports) and business project matters for the period from October 2023 to January 2024.
- Review of the 2023 Internal Control System Statement (including subsidiaries) and the related self-assessment process.
None
10 May 2024
Audit Committee
- Report on audit operations (including follow-up reports) and business project matters for the period from February to April 2024
- Implementation of Audit Automation Project
None
08 Aug 2024
Audit Committee
- Report on audit operations (including follow-up reports) and business project matters for the period from May to July 2024
- Explanation on Latest Regulatory Updates(In response to requirements from regulatory authorities, the additional 'Sustainability Information Management Procedures' shall be completed by December 31, 2024, submitted for approval at the Q4 Board of Directors meeting, and incorporated into the audit plan for the subsequent year)
None
06 Nov 2024
Audit Committee
- Report on audit operations (including follow-up reports) and business project matters for the period from August to October 2024
- In response to the regulatory authority’s revision on April 22, 2024, of Articles 8 and 13 of the “Guidelines for Establishing Internal Control Systems by Public Companies,” the “Sustainability Information Management Procedures” internal control system has been added and incorporated into the 2025 audit plan’s inspection items.
- Report on the 2025 Audit Plan
None
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