Committees

Audit Committee

Audit Committee Structure

The Committee shall convene at least once per quarter, and may call a meeting at its discretion whenever necessary. The Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number. The independent directors of the Audit Committee shall serve a 3-year term, and may be re-elected for further terms. The approval of proposals need more than 50% of the entire Audit Committee members’ votes.
Five major functions of the Audit Committee are to supervise the following matters:
1. Fair presentation of the financial reports of the Company.
2. The engagement and discharge of Certified Public Accountants base on the evaluation of independence and performance.
3. The effectiveness of internal control system of the Company.
4. Compliance with relevant laws and regulations of the Company.
5. Manage the existing or potential risks of the Company.

Audit Committee Responsibilities

The Responsibilities of the Audit Committee as following:
1. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectivitiness of the internal control system.
3. Establish or amend procedures for material financial processes of asset acquisition and disposition, derivative trading, lending, endorsement, or guarantee to alige with Article 36-1 of the Securities and Exchange Act.
4. Matters with conflict of personal interests of Directors of the Board.
5. Material asset transactions or derivative tradings.
6. Material lendings, endorsements, or guarantees.
7. The offering, issuance, or private placement of equity-type securities.
8. The engagment or discharge of Certified Public Accountants or their compensations.
9. The employment or termination of financial, accounting, or internal audit officers.
10. Annual and semi-annual financial reports.
11. Other material requirements by the Company or government authorities.
All the above matters shall be subject to the approval of more than 50% of the entire member of the Audit Committee and shall be submitted to the Board of Directors for resolution.

TitleName Current PositionMajor Experience
ChairWan-Lai ChengChairman of Taiwan Calsonic Co., Ltd.Vice President of Finance of Yungtay Engineering Co., Ltd.
MemberQuincy LinChairman of General Energy Solutions Inc.Senior Vice President of Taiwan Semiconductor Manufacturing Co., Ltd.
MemberPhilip WeiChairman of Fortune Information System CorporationChairman of China Airlines, Ltd.
MemberPei-Ing LeePresident and Director of Nanya Technology Corporation.Chairman of Inotera Memories Inc.

Remuneration Committee

Remuneration Committee Structure

The members of Remuneration Committee shall be composed of three persons and be appointed by the Board of directors. No less than one of whom shall be independent director. The chair of the Remuneration Committee will be elected from independent directors who are member of this Committee. The Remuneration Committee serves at same period as the Board of directors.
The Remuneration Committee shall convene at least twice per year, and may call a meeting at its discretion whenever necessary. Decision will be made with more than 50% approvals of the entire member of the Remuneration Committee. If no objections were expressed during consultations which serve as voting, then the conveners will consider verdicts had been reached. The decision will be announced and recorded at the meeting.

Remuneration Committee Responsibilities

The Remuneration Committee members report to the Board of directors and the Board of directors will review proposals during board meetings:
1. Review and establish the Board, Audit Committee members, and executives performance evaluation with compensation policies, systems, standards, and structures on a regular basis.
2. Review and establish the compensation of the Board of directors, Audit Committee, and executives on a regular basis.
The Remuneration Committee will follow the principals below when perform their duties:
1. The compensation for the Board of directors, Audit Committee and executives should consider industry practices and individual performances, Company operation efficiency and future risks.
2. Board of directors and executives should not put the Company in unnecessary risks in order to exchange for higher compensations.
3. The timing of compensation distribution and modification of the Board of directors and executives should consider industry and operations characters.

TitleName Current PositionMajor Experience
ChairWan-Lai ChengChairman of Taiwan Calsonic Co., Ltd.Vice President of Finance of Yungtay Engineering Co., Ltd.
MemberQuincy LinChairman of General Energy Solutions Inc.Senior Vice President of Taiwan Semiconductor Manufacturing Co., Ltd.
MemberPhilip WeiChairman of Fortune Information System CorporationChairman of China Airlines, Ltd.

  
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