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Corporate Governance Structure

Organzation Chart

Incumbent Board of Directors

According to the articles of association of the company, the company has seven to nine directors with a term of three years. The nomination system of candidates is adopted.

The directors shall be elected by the shareholders' meeting from the list of candidates for directors, and may be re-elected for continuous assignment. Among the number of directors in the preceding paragraph, the number of independent directors shall be three or more, and shall not be less than one-fifth of the number of directors. A person shall be elected as the chairman of the board by the presence of more than two-thirds of the directors and the consent of more than half of the directors present. The chairman of the board represents the company externally.

here are nine directors in this session, and the term of office starts from May 26, 2022 to May 25, 2025

In accordance with the "Code of Practice on Corporate Governance" set by the Company, the composition of the Board of Directors should be diversified and should generally possess the knowledge, skills and qualities necessary to perform their duties.

In order to achieve the ideal goals of corporate governance, the board of directors as a whole should have the following capabilities:

  1. Operational judgment.
  2. Accounting and financial analysis skills.
  3. Operation and management ability.
  4. Crisis handling capacity.
  5. Industry knowledge.
  6. International market view.
  7. Leadership.
  8. Decision making capability.

There are nine incumbent directors of the company, including four independent directors to ensure the independence of the board of directors, reaching 44% of the BOD members;

11% of the board members are women

Two of the directors are spouses;

All independent directors comply with the regulations of the Securities and Futures Bureau of the Financial Supervisory Commission for independent directors. There is no relationship between the directors within the second degree of kinship, and there is no circumstance stipulated in paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

Incumbent Board of Directors (.pdf)

 

Audit Committee

The Company's Audit Committee was set up in May 2018. The Audit Committee shall faithfully carry out the following duties and submit any proposals to Board of Directors meeting for discussions.

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and      Exchange Act.
Assessment of the effectiveness of the internal control system.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures       for handling financial or business activities of a material nature, such as acquisition or disposal of assets,             derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
Matters in which a director is an interested party.
Asset transactions or derivatives trading of a material nature.
Loans of funds, endorsements, or provision of guarantees of a material nature.
The offering, issuance, or private placement of equity-type securities.
The hiring or dismissal of a certified public accountant, or their compensation.
The appointment or discharge of a financial, accounting, or internal audit officer.
Annual and semi-annual financial reports.
Other material matters as may be required by this Corporation or by the competent authority.

 Implementation of Audit Committee. (.pdf)

Members of the Audit committee:

Position

Name

Period

Convener

MA,CHIA-YING

2022/5/26

Member

WEN,JYH-HORNG

2022/5/26

Member

CHEN,CHING-LIN

2022/5/26

Compensation Committee

The Compensation Committee consists of at least three members nominated and approved by the Board of Directors, in accordance with the regulations of RichWave. The Compensation Committee is required to meet at least twice a year.

 

Role and Responsibility

The primary role of the Compensation Committee is to assist the Board of Directors in assessing and planning compensation and benefits. The committee periodically reviews compensation and benefits to provide recommendations to the Board.

 

Members of the Remuneration committee:

Position

Name

Period

Convener

WEN,JYH-HORNG

2022/5/26

Member

MA,CHIA-YING

2022/5/26

Member

CHEN,CHING-LIN

2022/5/26

 

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