Corporate Governance
Committee

Remuneration Committee

The remuneration committee of the Company was established on May 16, 2011, to assist the Board of Directors on evaluating the connection between the compensation of the directors and managers and the Company's operation performance. Upon performing the following functions, recommendations are submitted to the Board of Directors for discussion and resolution where a meeting shall be convened at least twice a year:
I. Regularly review the performance evaluation and remuneration policies, systems, standards and structures of directors and
  managers.
II. Regularly evaluate the achievement of performance objectives of directors and managers and determine the content and amount of
  their individual salaries based on the evaluation results obtained from the performance evaluation.
According to the organization rules of the remuneration, the committee members are appointed by the resolution of the Board of Directors where the members is not less than three. The committee is composed of three independent directors.

5th Remuneration Committee Members
Term of office of the current committee members: June 29, 2022 to June 28, 2025

Title Name Major career (academic) achievements Main current position
Convener Ping-Kuen Chen Department of Mechanical Engineering, Tamkang University
Chairman of Huan Hower Enterprise Co., Ltd.
Independent Director of Chia Chang Co., Ltd.
Chairman of Huan Hower Enterprise Co., Ltd.
Director of Tien Liang Biotech Co., Ltd.
Committee Teh-Jung Kao Accounting Department, National Cheng Kung University
Manager of Accounting Department of PHILIPS Taiwan Limited
Senior Vice President/ CFO of Primax Electronics Ltd.
Chairman of PreVision Technology Ltd.
Senior Vice President/ Group CFO of Taiwan Cement Corp.
Independent Director of CoAdna Holdings, Inc.
Member of Remuneration Committee of Microlife Corp.
Independent Director of LuxNet Corp.
Independent Director of Continental Holdings Corp.
Independent Director of Chia Chang Co., Ltd.
Advisory of Aqusen Technology Co., Ltd.
Committee Jui-Hsin Lin Accounting Department, Tunghai University
Vice President of Softstar Entertainment Inc.
CFO of G.M.I. Technology Inc.
Independent Director of HCJ Technology Co., Ltd.
Independent Director of Chia Chang Co., Ltd.
Partner Accountant of Cheng Yang Certified Public Accountant
Responsible Person of Cheng Yang Management Company Limited
Independent Director of ETREND Hightech Corp.

 

Term of office of the previous members: From June 29, 2009 to June 28, 2022, as of June 28, 2022, there have been 2 meetings, and the attendance is as follows:

Title Name Actual attendance (B) Proxy Attendance Actual attendance (%)(B/A)(Note) Remark
Convener Jui-Hsin Lin 2 0 100% -
Committee Teh-Jung Kao 2 0 100% -
Committee Ping-Kuen Chen 2 0 100% -

 

Discussions and resolutions of the Remuneration Committee and the handling of members’ opinions:

Remuneration Committee meeting dates Discussion Resolution Handling of the opinions of the Remuneration Committee
2022.01.26
(First Remuneration Committee meeting in 2022)
Proposal for 2021 year-end bonus for the Company’s managerial officers Approved by all committee members Proposed to the Board of Directors for approval by all directors present
2022.03.22
(Second Remuneration Committee meeting in 2022)
Proposal for the Company’s 2021 employee remuneration, director and supervisor remuneration distribution and managerial officers’ remuneration plan Approved by all committee members Proposed to the Board of Directors for approval by all directors present

 

Audit Committee

The Committee consists of 4 independent directors. The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.

※Professional qualification and experience

Title Name Education & Experience Major Current Positions
Convener Jui-Hsin Lin BS, Accounting, Tung Hai University
Vice President, SOFTSTAR ENTERTAINMENT INC.
CFO, G.M.I Technology Inc.
Independent Director, HLJ Technology Co., Ltd.
Independent Director, Chia Chang Co., Ltd.
Partner CPA, Cheng Yang Certified Public Accountants
Representative, Cheng Yang Management Company Limited
Independent Director, ETREND Hightech Corp.
Member Teh-Jung Kao BS, Accounting, Cheng Kung University
Finance & Accounting Manager, Philips Taiwan Ltd.
Senior Vice President and CFO, Primax Electronics Ltd.
Chairman, PreVision Technology Ltd.
Senior Vice President and Group CFO, Taiwan Cement Corp.
Independent Director, CoAdna Holdings, Inc.
Compensation Committee Member of Microlife Corporation
Independent Director, LuxNet Corporation
Independent Director, CONTINENTAL
HOLDINGS CORP.
Independent Director, Chia Chang Co., Ltd.
Consultant, AQUSEN Technology Co., Ltd.
Member Ping-Kuen Chen BS, Mechanical Engineering, Tamkang University
Chairman, Huan Hower Enterprise Co., Ltd
Independent Director, Chia Chang Co., Ltd
Chairman, Huan Hower Enterprise Co., Ltd
Director, Tien Liang Biotech Co., Ltd.
Member Chia-Hsiang Chu MBA, National Cheng Kung University
Manager, Assistant manager, Vice President and President, WK Technology Fund Ltd.
Manager, HP Taiwan
Chairman and President, WK Innovation Ltd.
Chairman and President, WK Technology Fund IX Ltd.
Director, Foxfortune Technology Ventures Limited
Independent Director, Chicony Electronics Co., Ltd.
Supervisor, Googol Technology (TWN) Limited
Supervisor, eTouch Medical Inc.
Chairman, MinYun Investment Co., Ltd.
Chairman, Sunny Ventures Limited
Independent Non-executive Director, Q Technology (Group) Company Limited
Director, Beken Corporation
Supervisor, Googol Technology Co., Ltd.
Director, SmartSens Technology
Director, SPINTROL Company Ltd.
Executive Director and President, Shanghai Hongyi Enterprise Management Consulting Co., Ltd.
Director, ESSENTIAL INVESTMENTS LIMITED
Chairman and President, Guangxi Hongzhiyi Investment Co., Ltd.
Director, Wealth Guard Ventures Limited
Director, Excellence Wealthy Limited
Director, North Star Ventures Limited
Independent Director, Chia Chang Co., Ltd.

 

 

※The Audit Committee is responsible to review the following major matters:
1. The adoption of or amendments to the internal control system
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment of the procedures for handling financial or business activities of a material nature, such as
 acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for   others.
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. The offering, issuance, or private placement of equity-type securities
8. The hiring or dismissal of a certified public accountant, or their compensation
9. The appointment or discharge of a financial, accounting, or internal audit officer
10. Annual and semi-annual financial reports.
11. Other material matters as may be required by this Corporation or by the competent authority

 

※Financial reports review
The Board of Directors has prepared the Company's 2023 Business Report, Financial Statements, and proposal for allocation of annual earnings. The CPA firm of Deloitte & Touche was retained to audit CHIA CHANG's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and annual earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of CHIA CHANG CO., LTD

 

※The assessment of the effectiveness of the internal control system
The Audit Committee assessed the effectiveness of the Company’s internal control system policies and procedures (including finance, operations, risk management, information security, outsourcing, regulatory compliance, and other control measures) and reviewed the periodic reports (including risk management and regulatory compliance) proposed by audit departments, auditors and management team. The Audit Committee believes that the company's risk management and internal control systems are effective. The Company had adopted all necessary control mechanisms to monitor and correct violations.

 

※Appoint visa accountant
The Audit Committee has the responsibility of supervising the independence of the visa accountant firm to ensure the fairness of the financial statements. With the exception of tax-related services or specially approved items, visa accountant firms cannot provide other services to the Company. The Audit Committee must approve all services provided by the visa accountants. To ensure the independence of the visa accountant firm, the Audit Committee developed an independent evaluation form that refers to Article 47 of the Accountants Act and the Bulletin of the Professional Ethics of Accountants No.10, “Integrity, impartiality, objectivity, and independence.” The Form assesses the independence of accountants, professionalism and competence, related parties, and mutual business or financial interests, in addition to other projects. The Audit Committee and the Board of Directors on December 20, 2023 reviewed and approved Deloitte & Touche Accountants Chih-Yuan Chen and Shih-Chieh Chou, both of whom met the independence assessment standards and are qualified to serve as the Company’s financial and tax accountants.

 

※Audit Committee Meeting Status
The current term of tenure of the members is from June 29, 2022 to June 28, 2025.
The Committee meets at least once a quarter.
The Committee members’attendance status of 2023 is shown in the following table.

Title Name Attendance in Person By Proxy Attendance Rate in Person (%)
Convener Jui-Hsin Lin 7 0 100
Member Teh-Jung Kao 7 0 100
Member Ping-Kuen Chen 7 0 100
Member Chia-Hsiang Chu 7 0 100

 

The Committee meets at least once a quarter.
The Committee members’attendance status of 2024 is shown in the following table.

Title Name Attendance in Person By Proxy Attendance Rate in Person (%)
Convener Jui-Hsin Lin 1 0 100
Member Teh-Jung Kao 1 0 100
Member Ping-Kuen Chen 1 0 100
Member Chia-Hsiang Chu 1 0 100

 

Resolutions related to Securities and Exchange Act §14-5

Meeting Date Resolution Resolution of the Audit Committee The Company’s response to the Audit Committee’s opinion
2023.1.17
1st meeting of 2023
1. Amendment to the Articles of
 Incorporation
2. Amendment to the Self-Regulatory
 Rules on Disclosure of Merger
 and Acquisition Information
3. Amendment to the Corporate
 Governance Best Practice
 Principles
4. Amendment to the Rules
 GoverningFinancial and Business
 MattersBetween this Corporation
 and its Affiliated Enterprises
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2023.2.23
2nd meeting of 2023
1. 2022 Business Report and 
 Financial Statements
2. 2022 earnings distribution
3. Statement of Internal Control
 System for FY 2022
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2023.5.3
3rd meeting of 2023
1. 2023 first quarter consolidated
 financial statements
2. Appointment of subsidiary’s
 director and supervisor
3. Adjustment for financing provided
 to others amount of China
 subsidiary
4. Adjustment for endorsements/
 guarantees amount of China
 subsidiary
5. Investment in WK Technology
 Fund IX Ltd.-Phase II
6. Establishment of a company in
 Vietnam
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2023.5.31
4th meeting of 2023
1. Adjustment for the establishment 
 of a company in Vietnam
The members of the Audit Committee unanimously approved the resolution. The Board of Directors approved the resolution recommended by the Audit Committee.
2023.8.2
5th meeting of 2023
1. 2023 second quarter consolidated 
 financial statements
2. Adjustment for financing provided
 to others amount of China
 subsidiary
3. Adjustment for endorsements/
 guarantees amount of China
 subsidiary
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2023.11.8
6th meeting of 2023
1. 2023 third quarter consolidated
    financial statements
2. Appointment of subsidiary’s
   director and supervisor
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2023.12.20
7th meeting of 2023

 
1. Application for 2024 banking
    facilities
2. Application for 2024
    endorsements/guarantees amount
3. Application for 2024 financing
    provided to others amount
4. 2024 annual audit plan
5. Change of Certified Public
    Accountant
6. To appoint the external auditors for
    the fiscal year of 2024
7. Amendment to the Standard
    Operational Protocol for
    Responding to Requests from
    Directors
8. Amendment to the Rules of
    Procedure for Shareholders
    Meetings
9. To appoint the chief internal auditor
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.
2024.2.26
1st meeting of 2024
1. 2023 Business Report and 
 Financial Statements
2. 2023 earnings distribution
3. Statement of Internal Control
 System for FY 2023
The members of the Audit Committee unanimously approved all the resolutions. The Board of Directors approved all such resolutions recommended by the Audit Committee.