Committees

Committees

The Company has set up two functional committees under the Board of Directors, namely the "Audit Committee" and the "Remuneration Committee"

Members and Professional Qualifications

Title Name Audit Committee Remuneration Committee Professional Qualifications
and Experience
Independent Director Li, Jong-Peir check（Convener） check

Current Position(s)

  • Chairman, Videoland Inc.
  • CEO, 1 Production Film Co.
  • Chairman, TCC Information Systems Corp.

Education & Experience

  • Ph.D. in Information ManagementSystems, National Chengchi University
  • General Manager, Taiwan Cement Corporation
  • General Manager and President of Taiwan, HSBC Bank (Taiwan) Limited
Independent Director Chuang, Chih-Hsun check check（Convener）

Current Position(s)

  • Professor, Department of Business Administration, National Chung Hsing University

Education & Experience

  • Bachelor of Finance and Taxation, National Chengchi University
  • M.S. in Accounting, University of Southern California
  • Ph.D., Institute of Human Resource Management, National Sun Yat-sen University
  • Chair of the Department of Business Administration, National Chung Hsing University
Independent Director Hu, Han-Liang check check

Current Position(s)

  • Partner, C.J.S. CPAS & CO

Education & Experience

  • Bachelor of International Trade, Tamkang University
  • M.S. in Accounting and Management Decision Group, National Taiwan University
  • Certified Public Accountant of the Republic of China
Independent Director Chen Chiou-Ping check check

Current Position(s)

  • Ｍanaging Attorney, Chen Chiou-Ping Law Firm
  • Associate, Cichi Law Office

Education & Experience

  • Bachelor of Laws, National Taipei University
  • M.S. in Laws, Soochow University
  • Attorney (R.O.C)
  • Patent Agent (R.O.C)
  • Chien Yeh Law Offices
  • Associate, Wisdom 8 Law Office

Audit Committee

Duty of our Audit Committee

The Audit Committee of the Company is composed of all independent directors, and the Audit Committee is responsible for assisting the Board of Directors in carrying out its supervisory duties and exercising the functions and powers stipulated in the Securities and Exchange Act, the Company Act and other laws and regulations, and regularly communicating with the Company's certified public accountants and reviewing the selection, independence and performance of the certified public accountants.

Annual Work Priorities

The Audit Committee held three meetings in 2023 and considered the following matters and priorities:

  1. Establish or amend procedures of internal control
  2. Assessment of the effectiveness of the procedures of internal control
  3. In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, the procedures for acquiring or disposing of assets, engaging in derivatives trading, lending funds to others, endorsing or providing guarantees for others shall be formulated or amended.
  4. Matters involving the directors' own interests.
  5. Appointment, dismissal or remuneration of certified public accountants.
  6. Review financial reports.
  7. Appointment and dismissal of the head of finance, accounting or internal audit.
Attendance of our Audit Committee during the year

In 2023, a total of 4 meetings had been held, and the attendance was as follows :

Position Name Attendance in Person By Proxy Attendance Rate (%) Remark
Convener Li, Jong-Peir 4 0 100%
Member Chuang, Chih-Hsun 4 0 100%
Member Hu, Han-Liang 4 0 100%
Member Chen Chiou-Ping 4 0 100%
Operation of our Audit Committee during the year
Audit Committee Date/Term Agenda Items Audit Committee Resolutions Company Responses to Audit
Committee Opinions
2023/8/18
1st Session of the 1st Term
  1. Retroactive the Appointment of the Auditor for the Audit and Certification of the Financial Statements of the Year 2021 & 2022.
  2. 2022 and 2021 Un-Audited Financial Statements of the Company. (Consolidated).
  3. Proposal for Surplus Earnings Distribution for the Fiscal Year 2022.
  4. Establishment of the Company's Internal Audit System and related procedures, including Delegation of Authority (
  5. Establishment of the Company's Internal Audit System and related procedures, including Delegation of Authority (
  6. Retroactive appointment of the Corporate Governance Officer.
  7. Retroactive appointment of the Chief Financial & Accounting Officer and Audit Officer.
  8. Appointment of the Chief Information Security Officer.

With the exception of the amendment proposed by the committee for the method in the fourth case, all other methods are passed as proposed.
  1. Except for the fourth case, the independent directors have no reservations or objections, and have submitted them to the board of directors for resolution after they have been passed, and some of the measures are also submitted to the shareholders' meeting for report or resolution in accordance with the regulations.
  2. In the fourth case, the procedure for addressing members' opinions has been revised in the proposal presented during the second session of the first term of the Audit Committee. After being approved by the attending committee members during that session, it was subsequently submitted for resolution by the Board of Directors.
2023/9/6
2nd Session of the 1st Term
  1. Approved the 2022 annual business report and the issuance of the audit report by the Audit Committee.
  2. Approved 2023Q2 Un-Audited Financial Statements of the Company (Consolidated).
  3. Approved 2023H2 and 2024Q1 Financial Forecast.
  4. Revision of “Internal Control System for Finance Cycle - Borrowing” and “Internal Control System for Computer Information System Cycle - Public Information Reporting”.
  5. Approved the “Internal Control System Statement”(IPO period from July 1, 2022, to June 30, 2023).
  6. Approved issuance of 2023 1st Employee Restricted Shares and the Plan.
  7. Cash Capital Increase and Issuance of New Shares.
  8. Cash Acquisition of the Total Issued and Outstanding Shares of Taiwan Kuro Times Co., Ltd.
  9. Intending to Apply for a Primary Listing on the Taiwan Stock Exchange and Manage the Subsequent Public Issuance.
  10. Management of Cash Capital Increase and Public Underwriting of New Shares Pre-IPO, with Shareholders Waiving Pre-emptive Subscription Rights.

The resolution of all the members present was passed as proposed.

The independent directors have no reservations or objections, and will submit them to the board of directors for resolution after the resolution is passed, and some of the proposals will be submitted to the shareholders' meeting for report or resolution in accordance with the regulations.
2023/9/22
3rd Session of the 1st Term
  1. Approved Corporate Governance Self-Evaluation Report of the Company.
  2. The revision of 2023Q4 and 2024Q1 Financial Forecast of the Company.
  3. Retroactive Appointment of the Chief Executive Officer.
  4. The List of Employees being awarded the Company's Issuance of 2023 Employee Restricted Shares.

The resolution of all the members present was passed as proposed

The independent directors have no reservations or objections, and will submit them to the board of directors for resolution after the resolution is passed, and some of the proposals will be submitted to the shareholders' meeting for report or resolution in accordance with the regulations.
2023/11/10
4th Session of the 1st Term
  1. Approval of the financial and business plan during the period of year 2024.
  2. Approval of the annual uudit plan during the period of year 2024.
  3. Approval of the increase capital by issuing new ordinary shares for cash with publicly underwritten offering.
  4. Approval of the allocation of new shares reserved for employees subscription in the capital increase, prior to the Company’s Initial Listing.

The resolution of all the members present was passed as proposed

The independent directors have no reservations or objections, and will submit them to the board of directors for resolution.

Remuneration Committee

Duty of our Remuneration Committee

The purpose of the Remuneration Committee is to assist the Board of Directors in implementing and evaluating the Company's overall remuneration and benefits policy, as well as the remuneration and remuneration policies of directors and managers, in a professional and objective position, and to make recommendations to the Board for reference in its decision-making.
In 2023, the Company completed the establishment of the Remuneration Committee, and the Board of Directors formulated the Organizational Rules of the Remuneration Committee to strengthen corporate governance and improve the remuneration system for directors and managers of the Company.
The Remuneration Committee of the Company is composed of all independent Directors, and the professional qualifications and independence of the members of the Committee have complied with the provisions of Articles 5 and 6 of the Remuneration Committee's Terms of Reference. Regular meetings shall be convened at least twice a year and may be convened at any time as necessary.

In accordance with Article 7 of the Remuneration Committee Charter, the Committee exercises the following functions and powers :

  1. Regularly review this Charter and propose amendment suggestions.
  2. Prescribe and periodically review the performance review standards, annual and long-term performance goals, and remuneration policy, system, standards, and Disclose the content of performance review criteria in the annual report.
  3. Structure for directors and managerial officers.
  4. Regularly assess the achievement of performance goals for directors and managerial officers of the Company. Determine the content and amount of individual remuneration based on the evaluation results derived from the performance review. The individual performance evaluation results of directors and managerial officers, as well as the content, amount, and rationale for individual remuneration in relation to the performance evaluation results should be disclosed in the annual report . This information should also be included in the shareholder meeting report.
Attendance of our Remuration Committee during the year

In 2023, a total of 4 meetings had been held, and the attendance was as follows:

Title Name Attendance in Person By Proxy Attendance Rate (%) Remark
Covener Chih-Hsun Chuang 4 0 100%
Member Jong-Peir Li 4 0 100%
Member Han-Liang Hu 4 0 100%
Member Chiou-Ping Chen 4 0 100%
Operation of our Remuration Committee during the year
Remuration Committee Date/Term Agenda Items Remuration Committee Resolutions Company Responses to Remuration
Committee Opinions
2023/8/18
1st Session of the 1st Term
  1. Establishment of the Company's "Regulation for Board of Directors Performance Assessments".
  2. Establishment of the Company's "Regulations on Board of Directors and Managerial Officers Remuneration".
  3. Reviewed the 2023 Remuneration for Directors and Managers.

The resolution of all the members present was passed as proposed.
  1. Revised per independent directors' input, unanimously approved by all present directors upon chairman's consultation, and submitted for board decision.
  2. Adjusted proposal explanation based on independent directors' opinions, unanimously approved by all present directors upon chairman's consultation, and submitted for board decision.
  3. With interested parties abstaining, unanimously approved by all present directors upon chairman's consultation, and submitted for board decision.
2023/9/6
2nd Session of the 1st Term

Issuance of 2023 1st Employee Restricted Shares and the Plan.

The resolution of all the members present was passed as proposed.

Following independent directors' advice, method name and content adjusted. Unanimously approved by all attending directors upon chairman's consultation, submitted for board resolution.
2023/9/22
3rd Session of the 1st Term
  1. Retroactive Appointment of the Chief Executive Officer, Wang, Hsien-Tang.
  2. The List of Employees being awarded the Company's Issuance of 2023 Employee Restricted Shares.

The resolution of all the members present was passed as proposed.

All independent directors in agreement, submitted for board resolution and approved.
2023/11/10
4th Session of the 1st Term

Approval of the list of managers eligible to subscribe and the number of shares they can subscribe to in the pre-IPO cash capital increase of the company.

The resolution of all the members present was passed as proposed.

All independent directors in agreement, submitted for board resolution and approved.

Assessing the Performance of our Committees

To implement corporate governance and enhance the operational efficiency of the company's functional committees, the Board of Directors approved the 'Regulation for Board of Directors Performance Assessments' on August 18, 2023. The evaluation process is conducted annually, covering the overall board, individual directors, and functional committees."

According to Article 8 of the "Regulation for Board of Directors Performance Assessments" of the Company, the performance evaluation of functional committees shall include at least the following five aspects:

  1. Participation in the operation of the company
  2. Enhancement of the quality of the board's decision-making
  3. Composition and structure of the board of directors
  4. Election of directors and continuing training
  5. Internal control