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Corporate Governance Organization

The company is committed to establishing a robust corporate governance system, adhering to relevant laws and regulations, as well as provisions in the articles of incorporation. The primary objectives include safeguarding shareholders’ rights, ensuring equal treatment of shareholders, strengthening the structure and operation of the board of directors, enhancing information transparency, and fulfilling corporate social responsibility. The company is dedicated to building an effective corporate governance framework, and the details are as follows:
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The Board of Directors serves as a crucial core in corporate governance, providing not only strategic guidance for the company’s operations but also overseeing the managerial performance of the executive team. It functions as the highest governing body. In addition to appointing independent directors for their expertise, specific committees, including the Finance and Management Committee, Compensation Committee, Audit Committee, and General Manager, are established. Each committee plays its role to assist the Board of Directors in fulfilling its supervisory responsibilities effectively, ensuring the optimal execution of various operational activities and creating maximum value for shareholders.

Members of the Board of Directors.

Position Title Name Primary Experience
Chairman of the Board SU,MEI-CHUN Director, FIS Corp.
Chairman, IPAC Technology CO., LTD. (subsidiary)
Director, HK FIS (subsidiary)
Director, HK SBAS (subsidiary)
Chairman, CECGP Electronics Corp.
Director, LA SIERRA LTD.
Chairman, Qing Shui Yuan Farm Corp.
Director TANG, YU-HUA M.B.A., National Taiwan University
Executive Assistant to General Manager, FIS Corp.
Deputy General Manager, FIS Corp.
Associate, Asian Information Technology INC.
General Manager, FIS Corp.
Chairman, FTSC Corp. (subsidiary)
Director, HK FIS (subsidiary)
Director, HK SBAS (subsidiary) 長
Director YANG,ZHENG-NING M.B.A, Shih Chien University
Deputy General Manager, FIS Corp.
Associate, FIS Corp.
Manager, FIS Corp.
Executive, Scholar Multimedia LTD.
Director WANG,MEI-JUAN B.A., Soochow University
Manager, CECGP Electronics Corp.
Director, CECGP Electronics Corp.
Director, Standard Plastics LTD.
Independent Director LIN,SHI-MEI LL.B., National Taiwan University
LL.M, University of London
Kew & Lord Law Office
J&J Attorneys at Law
K & L Gates
Island Taiwan Law Offices
Independent Director LIN, QIAN-RU M.A., National Taiwan University
KPMG Taiwan
Yuanta Securties Corp.
Lumens CO., LTD.
Taiwan High Speed Rail Corp.
Independent Director WU,YU-JUN (note) B.S., California Institute of Technology.
Chief Investment Officer, China Prosper Group.
Head of Asian Equity Alternative Investments, Salomon Brothers.
Analyst of Asian Equity Alternative, Investments of Bankers Trust.
Note:Resignation on Nov. 22, 2023.

The Audit Committee operates in accordance with the "Audit Committee Organization Regulations" of the company, with responsibilities including:

  1. Formulating or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Assessing the effectiveness of the internal control system.
  3. Formulating or amending procedures for significant financial transactions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
  4. Matters involving conflicts of interest for directors themselves.
  5. Significant asset or derivative transactions.
  6. Significant lending of funds, endorsements, or guarantees.
  7. Fundraising, issuance, or private placement of equity securities.
  8. Appointment, removal, or compensation of certifying accountants.
  9. Appointment or removal of financial, accounting, or internal audit executives.
  10. Annual financial reports signed or stamped by the Chairman, executives, and accounting executives.
  11. Other significant matters as stipulated by the company or regulatory authorities.

Annual Focus and Operation of the Audit Committee

The Audit Committee of the company was established on July 20, 2021, following the election of three independent directors during the shareholders’ meeting. The purpose of the Audit Committee is to assist the Board of Directors in overseeing the quality and integrity of the company’s accounting, audit, financial reporting processes, and financial controls.
In the year 2023, the committee held five meetings, addressing the following key matters:
  1. Review of financial statements
  2. Internal control systems and related policies and procedures
  3. Significant funding and lending cases
  4. Regulatory compliance
  5. Qualifications, independence, and performance assessment of certifying accountants
  6. Appointment, removal, or compensation of certifying accountants
Title Name Expected
Attendance
Attendance
in Person
By Proxy Attendance
rate (%)
Remarks
Independent Director
(Chairman)
LIN, QIAN-RU
5 5 0 100%
Independent Director LIN,SHI-MEI 5 5 0 100%
Independent Director
LIU,YU-SHAN 2 1 0 50% Term expires on June 18, 2023.
Independent Director
WU,YU-JUN 2 2 0 100% Took office on Jun. 19, 2023.
Resignation on Nov. 22, 2023.

Operation in 2023:

Date Issue
contents
Audit Committee
Decision Results
Company's Handling
of Audit Committee
Opinions
2023/3/23 1. 2022 annual business report, financial statements, and consolidated
financial statements
Unanimous approval by
the Audit Committee.
Unanimously approved
by all attending independent
directors.
2. Effectiveness of the internal control system for the year 2022 and
the statement on the internal control system
3. The amendment of Guidelines for the Adoption of Codes of Ethical Conduct.
4. The amendment to the Operational Procedures for Loaning Funds to Others.
2023/5/8 1. Consolidated financial statements for the first quarter of 2023. Unanimous approval by
the Audit Committee.
Unanimously approved
by all attending independent
directors.
2. Approval of the establishment of the audit procedures for
pre-approval of non-assurance services provided by the engagement auditor.
2023/8/7 1. Consolidated financial statements for the second quarter of 2023 Unanimous approval by
the Audit Committee.
Unanimously approved by
all attending independent
directors.
2. Fund lending to subsidiary
2023/11/10 1. Consolidated financial statements for the third quarter of 2023 Unanimous approval by
the Audit Committee.
Unanimously approved by
all attending independent
directors.
2. Key Audit Matters (KAM) to be disclosed in the 2023 audit report
involve the recognition of system integration revenue.
3. Formulate risk management policies and procedures
4. Resolution of the merger with IPAC
2023/12/28 1. Independence assessment of the CPA for the current year Unanimous approval by
the Audit Committee.
Unanimously approved by
all attending independent
directors.
2. Budget Proposal for the Year 2024
3. Audit plan for the year 2024
4. The amendment of “internal control systems” and
“internal audit implementation rules”
The Compensation Committee operates in accordance with the “Compensation Committee Organization Regulations” of the Company, with the main responsibilities being:
In accordance with the “Compensation Committee Organization Regulations” of the Company, the Committee shall, with the care of a good administrator, faithfully perform the following duties and submit proposed recommendations to the Board for discussion:
  1. Establish the “Operation Rules for Compensation of Directors and Executives” of the Company to assess and determine the compensation of the Chairman, Directors, and executives of the Company and its subsidiaries, and make recommendations to the Board. Taking into account the company’s operating conditions, periodically review performance bonuses, employee remuneration, and other variable compensation for the Chairman, Directors, and executives.
  2. Provide fixed car and horse expenses to the Company’s Directors on a monthly basis.
  3. Periodically assess the achievement of performance goals by the Company’s Directors and executives, and establish the content and amount of their individual compensation.
Compensation Committee Annual Focus and Operational Status
During the past fiscal year (2023), the Compensation Committee held four meetings with the attendance of committee members as follows:
Title Name Expected
Attendance
Attendance
in Person
By
Proxy
Attendance
rate (%)
Remarks
Independent Director
(Chairman)
LIN,SHI-MEI 4 3 1 75% Took office on
June 28, 2023
Independent Director LIN, QIAN-RU 4 4 0 100% Took office on
June 28, 2023
Independent Director LIU,YU-SHAN 1 1 0 100% Term expires on
June 18, 2023.
Independent Director LIU,YU-SHAN 3 3 0 100% Took office on
Jun. 19, 2023.

Resignation on
Nov. 22, 2023.
External Committee
Member
LIN,YING-SHAN 0 0 0 0 Took office on
Dec. 28, 2023
Primary Experience of External Committee Member
Position Title Name Primary Experience
External Committee Member LIN,YING-SHAN M.S., Kaohsiung Polytechnic Institute
M.B.A., National Sun Yat-sen University
Director, Emerging Display Technologies
Director, TAYIH KENMOS AUTO PARTS
Independent Director, ShunSin Technology
Director, TRIOTEK-M CO., LTD.
Operation in 2023:

Corporate Governance Officer’s Scope of Authority:

On November 7, 2022, the Board of Directors approved the establishment of the Sustainability Practices Code. The General Manager serves as the convener and leads the Sustainability Promotion Team, responsible for proposing and implementing sustainability policies, systems, or related management guidelines and specific action plans. This is to enforce corporate governance, develop a sustainable environment, and uphold social welfare. The team regularly reports to the Board of Directors on the execution status concerning economic, environmental, and social issues arising from operational activities.
Date Issue contents Decision Results
2023/01/17 1. The salary adjustment for managerial personnel of the year 2023.
2. The performance bonuses for managerial officers for the year 2022.
3. The performance bonus for the Chairman for the year 2022.
4. Personnel promotion of the Company.
Unanimously approved
by all attending members.
2023/07/06 1. The amendment of Directors' and Executives' Compensation
     Operation Rules.
2. The salary for the Chairman.
3. The salary for the General Manager, TANG, YU-HUA.
4. The salary for the General Manager, YANG,ZHENG-NING.
Unanimously approved
by all attending members.
2023/08/07 1. The distribution of employee remuneration and performance bonuses
     for managerial personnel.
2. Increase in Performance Bonus for managerial personnel.
3. Severance Payment for Workforce Reduction.
Unanimously approved
by all attending members.
2023/11/10 1. Severance Payment for Workforce Reduction.
2. Personnel promotion of the Company.
3. The salary adjustment for Employees.
4. The adjustment of Position Allowance.
Unanimously approved
by all attending members.
The former Corporate Governance Officer, Senior Vice President Zhang Liangshi, applied for retirement effective September 30, 2023. On August 7, the Board of Directors approved the appointment of General Manager Tang Yuhua to concurrently serve as the Corporate Governance Officer, starting October 1.
The main responsibilities of the Corporate Governance Officer include:
  1. Handling matters related to the Board of Directors and shareholders’ meetings in accordance with the law.
  2. Preparing minutes of the Board of Directors and shareholders’ meetings.
  3. Assisting directors and supervisors in their appointment and continuous education.
  4. Providing information required for the execution of duties by directors and supervisors.
  5. Assisting directors and supervisors in compliance with laws and regulations.
  6. Reporting to the Board of Directors on the examination results of the qualifications of independent directors during nomination, appointment, and tenure.
  7. Handling matters related to changes in the Board of Directors.
  8. Other matters stipulated in the company’s articles of incorporation or contracts.
Corporate Governance Execution in 2023:
  1. Planning the schedule of Board of Directors and functional committee meetings, drafting meeting agendas, and assisting the chairman in legally convening meetings. Distributing meeting materials and minutes within deadlines.
  2. Arranging separate communication meetings between independent directors and the certifying accountants and internal audit executives.
  3. Reporting to the Board of Directors on the operation of corporate governance, ensuring that shareholder meetings and director meetings comply with relevant laws and corporate governance guidelines.
  4. Being responsible for reviewing the publication of significant information related to important resolutions after each Board of Directors meeting to ensure the legality and correctness of the information and safeguard investor information symmetry in trading.
  5. Assisting directors in performing their duties and enhancing the efficiency of the Board of Directors, handling requests from directors.
  6. Scheduling directors’ training courses to meet the recommended training hours under the law.
  7. Assisting in conducting Board of Directors performance evaluations.
  8. Handling matters related to shareholder meetings in accordance with the law and announcing relevant Chinese and English versions of information such as the agenda handbook and annual report before the deadline stipulated in corporate governance evaluation indicators.
  9. Updating information on the company’s website irregularly to enable investors to understand information related to the company’s finances, business, and corporate governance, safeguarding shareholder rights.
Corporate Governance Officer’s Continuing Education in 2023:
Name Date when
took office
Date Organizer Training
Course
Time
(hrs)
ZHANG,
LIANG-SHI
2021/11/8 2023/02/14 Taiwan Corporation
Governance Association
The New Face of Corporate
Governance in the Era of
ESG Trends
3
2023/05/05 Taiwan Corporation
Governance Association
Corporate Governance Trends
and Corporate Sustainable
Development
3
2023/06/02 Securities and
Futures Institute
Prevention of Insider
Trading Advocacy Meeting
3
TANG,
YU-HUA
2023/10/1 2023/10/19 Securities and
Futures Institute
Technical Development and
Business Opportunities of CHATGPT
3
2023/12/01 Taiwan Corporation
Governance Association
The Era of Stringent Personal
Data Supervision Is Coming
3
2023/12/06 Taiwan Academy of
Banking and Finance
2023 Sustainable Finance Forum 3