Corporate Governance
Committees
CORPORATE GOVERNANCE
Strong Management & Risk Control
Overview of company policies, internal audits, board info, committees, and risk management.
COMMITTEES
The Audit and Remuneration Committees, all independent directors, assist the Board in overseeing finances and compensation.
Audit Committee
Remuneration Committee
Sustainability Development and Risk Management Committee
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
Member
Actual Attendance
Proxy Attendance
Attendance Rate
Wen-Che Tseng
6
0
100%
Chung-Chu Liang
6
0
100%
Ming-Yang Cheng
6
0
100%
Audit Committee Meeting Information
The following summarizes the key communication points discussed at the Audit Committee meetings over the past year.
Date
Agenda
Resolution
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
Member
Actual Attendance
Proxy Attendance
Attendance Rate
Wen-Che Tseng
2
0
100%
Chung-Chu Liang
2
0
100%
Ming-Yang Cheng
2
0
100%
Remuneration Committee Meeting Information
The key discussion points of the Company’s Remuneration Committee meetings in 2024 are summarized as follows:
Date
Agenda
Resolution
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.
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