To strengthen internal audit mechanisms for the betterment of corporate governance and fulfils the Company’s operational benefits, based on the Securities and Exchange Act, the Company set up an Audit Committee on July 25, 2017. The Audit Committee is composed of the entire number of independent directors. The responsibilities of the Audit Committee are as below:
- Adoption or amendment of an internal control system pursuant to Article 14-1.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
- A matter bearing on the personal interest of a director.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of an attesting CPA, or the compensation given thereto.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
- All material matters of the Company and all material matters under the Competent Authority regulations.
Membership composition
| Member | Title | name | Education / Experience |
|---|---|---|---|
|
Convener |
Independent Director |
Chen, Shuei-Jin |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Food Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the Audit Committee, from June 20, 2023 to June 19, 2026, has met three times so far, and the members are present as follows:
| name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
3 |
|
Shi, Kun-He |
3 |
|
Huang, Chen-Yen |
3 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Matters listed in Article 14-5 of the Securities and Exchange Act | Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors |
|---|---|---|---|
|
2023.03.22 |
1. The Company’s 2022 consolidated financial statements, business reports, and various financial statements |
V |
None |
|
2. The Company’s 2022 earnings distribution |
V |
None |
|
|
3. The effectiveness assessment of the design and implementation of the Company’s internal control system in 2022 and the issuance of the “Declaration of Internal Control System”. |
V |
None |
|
|
4. Amendment to the Articles of Association of the Company |
V |
None |
|
|
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal. |
|||
|
The company’s response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal. |
|||
|
2023.05.09 |
The Company’s consolidated financial statements for the first quarter of 2023 |
V |
None |
|
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal. |
|||
|
The company’s response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal. |
|||
|
2023.08.23 |
1. Appointment of the Company’s Chief Financial Officer and Chief Accountant |
V |
None |
|
2. The Company’s consolidated financial statements for the second quarter of 2023 |
V |
None |
|
|
3. The company intends to lend funds to subsidiaries |
V |
None |
|
|
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal. |
|||
|
The company’s response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal. |
|||
|
2023.11.11 |
The Company’s consolidated financial statements for the third quarter of 2023 |
V |
None |
|
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal. |
|||
|
The company’s response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal. |
|||
|
2023.12.22 |
1. The Company’s and its subsidiaries’ 2024 business plan and consolidated financial budget |
V |
None |
|
2. The Company’s 2024 annual audit plan |
V |
None |
|
|
3. The assessment and appointment of the company’s accountants |
V |
None |
|
|
4. The company intends to lend funds to a subsidiary |
V |
None |
|
|
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal. |
|||
|
The company’s response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal. |
|||
To strengthen internal audit mechanisms for the betterment of corporate governance and fulfils the Company’s operational benefits, based on the Securities and Exchange Act, the Company set up an Remuneration Committee on July 25, 2017. The Remuneration Committee is composed of the entire number of independent directors.
The responsibilities of the Remuneration Committee are as below:
- Regularly review the regulations and propose revision suggestions.
- Formulate and regularly review the directors, supervisors, and managers’ annual and long-term performance evaluation standards, as well as the remuneration policy, system, standards, and structure.
- Regularly evaluate the target achievement status of the Company’s directors, supervisors, and managers, as well as stipulates the details and amount of their remuneration packages.
Membership composition
| Member | Title | name | Education / Experience |
|---|---|---|---|
|
Convener |
Independent Director |
Chen, Shuei-Jin |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Food Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the Remuneration Committee, from June 20, 2023 to June 19, 2026, has met 4 times so far, and the members have attended the following meetings:
| name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
4 |
|
Shi, Kun-He |
4 |
|
Huang, Chen-Yen |
4 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution | The Company’s response to the Remuneration Committee’s opinion |
|---|---|---|---|
|
2023.03.22 |
The Company’s 2022 directors’ remuneration and employee remuneration were paid and the remuneration of the managers of the Company and its subsidiaries |
All members of the Committee present voted in favor of the proposal |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
|
2023.06.30 |
1. The Company and its subsidiaries are in charge of the change of action 2. Appointment of the Chief Executive Officer of the Company 3. Appointment of the Company’s Chief Financial Officer and Chief Accounting Officer |
All members of the Committee present voted in favor of the proposal |
The proposal to the Board of Directors shall be approved by all the directors present |
|
2023.08.23 |
The Company’s 2023 annual salary adjustment for managers |
All members of the Committee present voted in favor of the proposal |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
|
2023.11.11 |
The company is in charge of the change case |
All members of the Committee present voted in favor of the proposal |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
|
2023.12.22 |
1. The company is in charge of the change case 2. Change of supervisor of subsidiary 3. The year-end bonus and remuneration of the managers of the Company and its subsidiaries |
All members of the Committee present voted in favor of the proposal |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
The Company aims to build a comprehensive risk analysis and strengthen risk management mechanisms, hence the Board of Directors passed a resolution on July 25, 2017 to set up a Risk and Investment Decision-Making Committee consisting of three members. The Risk and Investment Decision-Making Committee is composed of the entire number of independent directors
The responsibilities of the Remuneration Committee are as below:
- Regularly review the regulations and propose revision suggestions.
- Formulate and regularly review the directors, supervisors, and managers’ annual and long-term performance evaluation standards, as well as the remuneration policy, system, standards, and structure.
- Regularly evaluate the target achievement status of the Company’s directors, supervisors, and managers, as well as stipulates the details and amount of their remuneration packages.
Membership composition
| Member | Title | name | Education / Experience |
|---|---|---|---|
|
Convener |
Independent Director |
Chen, Shuei-Jin |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Food Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the current Investment Risk Decision Committee: June 20, 2023 to June 19, 2026, has met once so far, and the members are present as follows:
| name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
1 |
|
Shi, Kun-He |
1 |
|
Huang, Chen-Yen |
1 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution |
|---|---|---|
|
2023.12.22 |
The Company invested in a subsidiary to expand |
All members of the Committee agreed to adopt it |
To strengthen the Company’s Board and management mechanisms, therefore, in June 2022, the Board passed a resolution to set up a nomination committee consists of three independent directors.
The responsibilities of the Remuneration Committee are as below:
- Define the standards governing the diversity and independence of board members and senior executives including professional knowledge, technology, experience, and gender. Follow the same standards for the search, review, and nomination of candidates for the board of directors and senior executives.
- Construct and develop the organizational structure of the board of directors and committees, evaluate the performance of the board of directors, committees, directors, and senior executives, and evaluate the independence of independent directors.
- Define and periodically review the continuing education and succession plans for directors and senior executives.
- Define the Company’s corporate governance best practice principles.
Membership composition
| Member | Title | name | Education / Experience |
|---|---|---|---|
|
Convener |
Independent Director |
Chen, Shuei-Jin |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Food Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the Nomination Committee, from June 20, 2023 to June 19, 2026, has met once so far, and the members are present as follows:
| name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
1 |
|
Shi, Kun-He |
1 |
|
Huang, Chen-Yen |
1 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution |
|---|---|---|
|
2023.12.22 |
All members of the Committee present voted in favor of the proposal. |
All members of the Committee present voted in favor of the proposal |
Summary of previous communications between the independent directors and the internal audit compliance supervisors
The independent directors of the Company have a good communication situation on the implementation and effectiveness of the audit business, and the main communication matters in 2023 are summarized as follows:
| Date | Attendees | Communication Focus | Result |
|---|---|---|---|
|
2023/3/22 |
independent director Chen, Shuei-Jin independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
Internal Audit compliance implementation report of 2023 |
Approved for recordation |
|
2023/5/09 |
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
Internal Audit compliance implementation report of 2023 |
Approved for recordation |
|
2023/8/23 |
independent director Chen, Shuei-Jin Independent Director Shi, Kun-He independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
Internal Audit compliance implementation report of 2023 |
Approved for recordation |
|
2023/11/11 |
independent director Chen, Shuei-Jin Independent Director Shi, Kun-He independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
Internal Audit compliance implementation report of 2023 |
Approved for recordation |
|
2023/12/22 |
independent director Chen, Shuei-Jin Independent Director Shi, Kun-He independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
The Company’s 2024 audit plan has been finalized |
Approved as proposed |
| Date |
|---|
|
2021.03.16 |
|
Attendees |
|
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.05.11 |
|
Attendees |
|
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.08.18 |
|
Attendees |
|
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.11.09 |
|
Attendees |
|
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.12.23 |
|
Attendees |
|
independent director Chen, Shuei-Jin independent director Wu , Chao-Fu independent director Huang, Chen-Yen internal audit manager Lai, Shih-Tung |
|
Communication Focus |
|
2022 Audit Plan |
|
Result |
|
Approved as proposed |
Summary of previous communications between the independent directors and the retained auditing CPAs
The communication between the independent directors of the Company and the visa accountants is good, and the main communication matters in 2023 are summarized as follows:
| Date | Communication Focus | Result |
|---|---|---|
|
2023/3/22 |
1. Appoint an accounting firm to communicate with the governance unit and report |
Approved for recordation Approved as proposed |
|
2023/5/09 |
The Company’s consolidated financial report for the first quarter of 2023 |
Approved as proposed |
|
2023/8/23 |
1. Appoint an accounting firm to communicate with the governance unit and report |
Approved for recordation Approved as proposed |
|
2023/11/11 |
The Company’s consolidated financial report for the third quarter of 2023 |
Approved as proposed
|
|
2023/12/22 |
Appointed accounting firm to communicate reports with governance unit |
Approved for recordation |