Professional Qualification and Experience of Audit Committee Members

The Company’s existing Audit Committee consists of 4 independent directors, including one female independent director. For the implementation of the diversity policy, Independent Director Shang-Yuan Chang with the financial accounting background is appointed to serve as the convener and meeting chair of the Committee.

Professional qualification and experience of the Committee members are specified as following:

Annual Key Tasks of Audit Committee

The Audit Committee has convened a total of 7 meetings in 2024, in order to supervise the review on the following matters executed by the Company in accordance with the Charters of Audit Committee and Article 14-5 of the Securities and Exchange Act:

1. Adoption of or amendments to the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment on the effectiveness of the internal control system.
3. Adoption of or amendment to the Procedures for the Acquisition or Disposal of Assets, Engagement in Derivative Transactions, Loaning of Funds to Others, Endorsement or Guarantee for Others, and Procedures for Significant Financial Business Acts in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. Offering, issuance or private placement of equity-type securities.
8. The appointment or dismissal of, or compensation to, a certified public accountant.
9. Appointment and dismissal of financial, accounting or internal auditing officers.
10. Annual financial reports signed or sealed by the Chairman, a manager or an accounting officer, and financial reports ended June 30 audited and attested by a certified public accountant (CPA).
11. Other important matters regulated by the Company or the competent authority.

Review on financial reports

Among said business report, financial statements, and earnings distribution proposal prepared by the Board of Directors, the financial statements have been audited by PwC Taiwan appointed by the Company, and an external auditor’s report was issued accordingly. Said business report, financial statements, and earnings distribution proposal are also reviewed by the Audit Committee are considered to be in conformity with laws and regulations.

Assessment on the effectiveness of the internal control system

Audit Committee reviews the regular reports issued by the Company’s internal audit department, CPAs and management, in order to assess the effectiveness of the Company's internal control system policies and procedures (including financial, operating, risk management, information security and legal compliance control measures, etc.). Audit Committee believes that the Company's risk management and internal control systems are effective and the Company has adopted necessary control mechanism to correct and supervise any misconduct.

Attendance of Audit Committee Members

Audit Committee has convened a total of 7(A) meetings in 2024. The members’ attendance at the meetings is specified as following:

Operation of Audit Committee

The information about Audit Committee meetings in 2024:

Remuneration Committee performs its functions to evaluate the remuneration policy and system of the Company's directors and managers professionally and objectively and to propose suggestions to the Board of Directors as reference for its decision making.

Functions of Remuneration Committee

The Committee shall perform the following job duties faithfully with due diligence as a good administrator, and also propose its suggestions to the Board of Directors for discussion:

1. Regularly review the Charter of Remuneration Committee of the Company and propose suggestions for amendments.
2. Adopt and regularly review the performance evaluation criteria, annual and long-term performance goals, and remuneration policy, system, standards and structure for the Company’s directors and managers.
3. Regularly assess the achievement of performance goals of the Company’s directors and managers, and set forth the contents and amount of individual remuneration based on the evaluation result generated based on the performance evaluation criteria.

The Committee shall perform the job duty referred to in the preceding paragraph in the following manners:

1. Ensure that the Company’s remuneration arrangement satisfies related laws and is sufficient to attract excellent talents.
2. The performance evaluation and remuneration of the directors and managers shall be determined in reference to the pay level among peer companies and by taking into consideration the personal performance evaluation result, the time invested, responsibilities to be assumed, achievement of personal goals, performance of other positions, the remuneration granted by the Company to staff assuming the equivalent positions in recent years, and the reasonableness of the relationship between personal performance and the Company's operating performance and future risks assessed in terms of achievement of the Company's short-term and long-term business goals and the Company's financial position.
3. Directors and managers shall not be led to engage in any activities beyond the Company’s risk appetite in order to pursue remuneration.
4. To determine the proportion of short-term performance-based remuneration to directors and senior management and the payment schedule of certain variable remuneration, it is necessary to take into consideration the industrial characteristics and the nature of the Company’s business.
5. To determine the contents and amount of the remuneration to directors and managers, it is necessary to take the reasonableness into consideration. The decision on the remuneration to directors and managers is not advised to significantly deviate from the Company’s financial performance.
6. The Committee members shall recuse themselves from discussion and voting on the motion about their personal remuneration.

The remuneration referred to in the preceding two paragraphs includes the compensation in cash, stock options, bonus & dividends, retirement benefits or severance pay, various allowances, and other substantial incentive measures. The scope thereof shall be determined in line with the relevant provisions on the remuneration to directors and managers under the Regulations Governing Information to be Published in Annual Reports of Public Companies. Matters concerning the remuneration to directors and managers of the Company’s subsidiaries that require approval by the Company's Board of Directors under the subsidiaries’ job-division systems, if any, shall first be proposed by the Committee and then submitted to the Board of Directors for discussion.

Attendance of Remuneration Committee Members

Remuneration Committee has convened a total of 5(A) meetings in 2024. The members’ attendance at the meetings is specified as following:

Operation of Remuneration Committee

The information about Remuneration Committee meetings in 2024:

The Company's internal auditing officer regularly presents the internal audit report at the Audit Committee meeting on a quarterly basis, and fully communicates the audit implementation status, audit the followup on deficiencies and improvement, and results thereof.

The Company’s external auditors audit the annual and quarterly financial statements or review the result reports, as well as any other matters to be communicated under related laws and regulations, regularly at the Audit Committee meetings on a quarterly basis.

The Company regularly convenes the meeting with independent directors, internal auditing officer and external auditors to have the internal auditing officer and external auditors report the audit operations, annual planning, financial statements and annual audit planning to the independent directors separately.

The Company’s independent directors and internal auditing officers may have the access to contact external auditors directly, and may also communicate with them via email, phone or face-to-face meeting, if necessary. Meanwhile, they shall audit the Company’s financial and business overview regularly per the competent authority’s requirements and communicate with the management and governance units directly.