Corporate Governance

Audit Committee

Members

Title Name Gender Major Education Professional qualifications and experience

Convener
Independent Director

Chia-Wen Liu Female Accounting Ph.D.,
National Taiwan University
  • Current position
    Professor, Department of Accounting, National Taiwan University
    Independent Director, Taipower Corporation
  • Experience
    Associate Dean, College of Management, National Taiwan University
    Chairperson, Department of Accounting, National Taiwan University
  • Professional Qualifications
    Ms. Liu specializes in auditing and financial accounting.  She is qualified as a professor-level professional technician and has the core abilities required by the Board of Directors, including financial analysis, operational management, crisis management, leadership, decision-making, sustainability management, and risk management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Committee Member
Independent Director

Der-Ming Lieu Male Economics Ph.D.,
Ohio State University,
USA
  • Current position
    Adjunct Professor (Honorary Professor) of Department of Finance at National Sun Yat-sen University
    Independent Director of Laser Tek Taiwan Co., Ltd.
    Independent Director of CSBC Corporation, Taiwan
  • Experience
    Professor, Department of Financial Management, National Sun Yat-sen University
    Advisor, Securities and Futures Commission, Ministry of Finance
  • Professional Qualifications
    Mr. Lieu is specializing in international finance, investment, derivative financial products and financial engineering, corporate financial management, and risk measurement and control of investment portfolios.  He is qualified as a professor-level professional technician and has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Committee Member
Independent Director

Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

 

Responsibility

The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of this Corporation.
2. The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
3. The effective implementation of the internal control system of this Corporation.
4. Compliance with relevant laws and regulations by this Corporation.
5. Management of the existing or potential risks of this Corporation.

Operations

The Audit Committee is composed of all Independent Directors. 
The term of the members of the 3rd Audit Committee is from May 30, 2023 to May 29, 2026 (the same term as the 25th board of directors of the company) 
The Audit Committee convened six meetings in 2023, and the average attendance rate in-person of committee members is 100%.
The 3rd Audit Committee convened two meetings by July 31, 2023.  The average attendance rate in-person of committee members is 100%.

 

Communication status between independent directors and accountants

Prior to the annual review of the financial statements, the independent directors and the certified public accountants will discuss and communicate the scope and manner of the review, and the key audit issues.
The certified public accountant communicates with the independent directors at the audit committee meetings on a quarterly basis regarding the review results or financial statement audits of the Company and its subsidiaries, and has reached consensus on relevant matters through adequate and excellent communication.
The accountant will explain and communicate with the independent directors on an irregular basis regarding the update of relevant regulations and whether the amendment of laws and regulations affects the way of accounting.
Summary of communication:

Date Communication content Handling and implementation results
2023.01.05
Audit Committee
Pre-audit discussion and communication regarding the scope of audit, audit approach, and key audit issues for the 2022 financial report. In addition to cash flow forecasting, the market approach may also be used to evaluate the impairment of non-financial assets.
We request the accountants to consult with the specialized department of the firm for their opinion on the adoption of the equity method for the subsidiaries in accordance with the actual situation.
2023.02.22
Audit Committee
To communicate and discuss the results of the 2022 individual and consolidated financial report audit. No inconsistency of opinion.
2023.05.09
Audit Committee
To communicate and discuss the results of the 2023 Quarter 1 individual and consolidated financial report audit. No inconsistency of opinion.
2023.07.31
Audit Committee
To communicate and discuss the results of the 2023 Quarter 2 individual and consolidated financial report audit. No inconsistency of opinion.

Communication between independent directors and internal auditors

The Company's head of internal audit sends monthly audit reports and tracking report related information to the independent directors for review, who will provide guidance to the internal audit unit through this communication mechanism.
The head of internal audit attends and presents business reports at the board of directors and audit committee meetings.
Summary of communication:

Date Communication Handling and
implementation results
The Company's
handling of the audit
committee review
opinions
2023.01.05
Audit Committee
Audit of business execution and missing items tracking improvement report for December 2022, as well as communication and discussion on related issues. All members present had no comments to make and noted. Acknowledged by all of the Board of Directors.
2023.02.22
Audit Committee
Audit of business execution and missing items tracking improvement report for January  2023, as well as communication and discussion on related issues. All members present had no comments to make and noted. Acknowledged by all of the Board of Directors.
Issuance of the "Statement of Internal Control" for the year 2022. All independent directors did not express opinions. This resolution is submitted to the Board of Directors for adoption. Approved by all of the Board of Directors.
2023.04.11
Audit Committee
Audit of business execution and missing items tracking improvement report for February -March 2023, as well as communication and discussion on related issues. All members present had no comments to make and noted. Acknowledged by all of the Board of Directors.
2023.05.09
Audit Committee
Audit of business execution and missing items tracking improvement report for April 2023, as well as communication and discussion on related issues. All members present had no comments to make and noted. Acknowledged by all of the Board of Directors.
2023.06.19
Audit Committee
Audit of business execution and missing items tracking improvement report for May 2023, as well as communication and discussion on related issues. All members present had no comments to make and noted. Acknowledged by all of the Board of Directors.
2023.07.31
Audit Committee
Audit of business execution and missing items tracking improvement report for June 2023, as well as communication and discussion on related issues. The Audit Committee noted the case and made the following recommendations to the Board:
  1. It is recommended that the company set up a management mechanism for long-lived materials.
  2. The Audit Office is requested to report the results of the review of THSVC deficiencies to the Audit Committee in October.
  3. The Audit Office is requested to provide monthly audit reports to the accountants for reference.
The Board agreed to follow the recommendations of the Audit Committee.
Remuneration and Nomination Committee

The Remuneration Committee was renamed the Remuneration and Nomination Committee on May 30, 2023, which is composed of two independent directors and one university professor with a professional background, all equipped with 5 years of work experience and relevant qualifications, sufficient to maintain independence, professionalism, and impartiality.  It is mainly in charge of reviewing the selection of directors and senior executives, the remuneration policies, standards for performance appraisal and so on, as well as making suggestions to strengthen the selection mechanism of directors (independent directors) to build a diversified and professional board of directors. 

Members

Title Name Gender Major Education Professional qualifications and experience
Convener
Independent Director
Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member
Independent Director
Chia-Wen Liu Female Accounting Ph.D.,
National Taiwan University
  • Current position
    Professor, Department of Accounting, National Taiwan University
    Independent Director, Taipower Corporation
  • Experience
    Associate Dean, College of Management, National Taiwan University
    Chairperson, Department of Accounting, National Taiwan University
  • Professional Qualifications
    Ms. Liu specializes in auditing and financial accounting.  She is qualified as a professor-level professional technician and has the core abilities required by the Board of Directors, including financial analysis, operational management, crisis management, leadership, decision-making, sustainability management, and risk management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Chen-Ming Chu Male Ph.D. in Business from National Taiwan University
  • Current position
    Professor, Department of Applied Economics and Management, National Ilan University 
  • Experience
    Chairperson, Department of Business Administration, Chung Yuan Christian University
    Dean, College of Business, Chung Yuan Christian University
    Adjunct professor, Graduate Institute of Human Resource Management, National Central University
    Adjunct professor, NTU School of Professional Education and Continuing Studies
    Dean, College of Humanities and Management, National Ilan University
  • Professional Qualifications
    Mr. Chu specializes in business management, human resource management, organizational behavior, salary management, and performance management. 

 

Responsibility

  1. Periodically reviewing this Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the performance assessment and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
  3. Periodically assessing and setting the compensation of the directors and managerial officers of this Corporation.

Operations

Date and Time Content of motion Remuneration Committee Resolution result The Company's handling of the Remuneration Committee review opinions
2023.02.21
7th meeting of the 4th board
Report on the 2022 distribution of remunerations to employees and directors. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The resolution of the board of directors was approved as written.
2022 Board of Directors Performance Evaluation Guidelines. All members present agreed to approve the proposal and submit it to the board of directors for resolution. Acknowledged by the Board of Directors.
2023.06.27
1st meeting of the 5th board
To provide for the remuneration of the 25th session of the Board of Directors. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The resolution of the board of directors was approved as written.
To provide for the remuneration of the Members of Functional Committees. All members present agreed to approve the proposal and submit it to the board of directors for resolution. The resolution of the board of directors was approved as written.
Salary adjustment for the new plant manager of Taoyuan Plant. Proposal passed. Implemented in accordance with the contents of the resolution.
Sustainable Development Committee

Members

Job position Name Gender Education Professional competence
Convener Henry C. T. Ho Male Department of Economics,  Harvard University
  • Current position
    Chairman of Tung Ho Steel Enterprise Corporation.
  • Experience
    Mr. Ho joined Tung Ho Steel Enterprise Corporation in 1997 and has served in the Finance and Accounting, Materials, and Sales and Production departments.  He assumed the position of President in 2009 and the position of Chairman of the Board of Directors in 2014.
  • Professional Qualifications
    Mr. Ho is deeply involved in the operation and planning of the Company's internal management, raw material procurement, sales services, and production technology. He is a key person in the Company’s planning for future development and corporate sustainability.  He has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members Der-Ming Lieu Male Ph.D. in Economics, The Ohio State University, USA
  • Current position
    Adjunct Professor (Honorary Professor) of Department of Finance at National Sun Yat-sen University
    Independent Director of Laser Tek Taiwan Co., Ltd.
    Independent Director of CSBC Corporation, Taiwan
  • Experience
    Professor, Department of Financial Management, National Sun Yat-sen University
    Advisor, Securities and Futures Commission, Ministry of Finance
  • Professional Qualifications
    Mr. Lieu is specializing in international finance, investment, derivative financial products and financial engineering, corporate financial management, and risk measurement and control of investment portfolios.  He is qualified as a professor-level professional technician and has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members Jih-Gang Liu Male Department of Mechanical Engineering,
National Taiwan University
  • Experience
    President of China Steel Corporation (retired)
    Chairman of China Prosperity Development Corporation
    General Manager of Chung Hung Steel Corporation
    Director of China Steel Corporation
    Director of Dragon Steel Corporation
    Director of Chung Hung Steel Corporation
    Director of China Ecotek Corporation
    Director of Taiwan High Speed Rail Corporation
  • Professional Qualifications
    Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management.
  • Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Responsibility

  1. Establishment, supervision, and review of systems and goals for environmental sustainability (climate change management, water resource management).
  2. Establishment, supervision, and review of policies, systems, or corporate social responsibility related management guidelines for sustainable development.
  3. Establishment, supervision, and review of relevant policies and management mechanisms for corporate governance, ethical operation, and risk management.
  4. Other matters instructed by the Board of Directors to be handled by this committee.

Operations

  1. The company's Sustainable Development Committee consists of three members.
  2. The term of the third-term members of the Sustainable Development Committee shall be from the date of approval by the Board of Directors on June 19, 2023 (corresponding to the 25th term of the company's Board of Directors) until May 29, 2026.
  3. The committee is required to convene meetings at least twice a year. In the second term of the Sustainable Development Committee, a total of 8 meetings were held until May 2, 2023, with a 100% attendance rate of members (excluding proxy attendance).

Supervision status

Date and Time Term Summary Date of reporting to the Board of Directors
2022.12.06 2nd  session 6th  meeting
  • The promotion of corporate governance:
  1. Develop intellectual property management plans that are linked to operational objectives
  2. Program to prevent dishonest behavior and insider trading
  3. Risk management 
  4. Information security management
  5. Environmental sustainability
  • Report on the inventory and schedule planning of GHG
  • Function adjustment of Functional committee of our Company
2022.12.22
23th meeting of the 24th board of directors

2023.02.14

2nd session
7th meeting
  • Report on the inventory and schedule planning of GHG
  • Nomination of candidates for the 25th term of the Board of Directors of the company (including independent directors).
2023.02.22
25th meeting of the 24th board of directors
2023.05.02 2nd session
8th meeting
  • Corporate governance and execution and review report
  • Report on the implementation of sustainable development
  1. Report on communication with the interested person
  2. Report on the issuance of sustainable development reports for 2022
  • Report on the inventory and schedule planning of GHG
  • Report on the performance of environmental sustainability team
  • Issuance of financial disclosure reports on climate change in 2023
  • Formulation of greenhouse gas management strategies, reduction targets and plans
  1. Information on inventory and reduction of greenhouse gas in 2022
  2. Greenhouse gas management strategies, reduction targets and plans
2023.05.09
27th meeting of the 24th board of directors

 

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