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 9 times so far, and the members are present as follows:
| Name | Attendance |
|---|---|
Chen, Shuei-Jin |
9 |
Shi, Kun-He |
9 |
Huang, Chen-Yen |
9 |
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 |
|---|---|---|---|
2024.03.12 | 1. The Company’s 2023 consolidated financial statements, business reports, and various financial statements |
V |
None |
2. The Company’s 2023 earnings distribution |
V |
None | |
3. The effectiveness assessment of the design and implementation of the Company’s internal control system in 2023 and the issuance of the “Declaration of Internal Control System”. |
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. | |||
2024.05.10 | 1. The consolidated financial statements of the Company for the first quarter of 2024 |
V |
None |
2. Amendment to the Rules of Procedure of the Board of Directors of the Company |
V |
None | |
3. Amendment to the “Organizational Regulations of the Audit Committee” 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. | |||
2024.06.20 | Amendment to the Enforcement Rules for Internal Audit 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. | |||
2024.08.21 | 1. The Company’s consolidated financial statements for the second quarter of 2024 |
V |
None |
2. The company intends to lend funds to its 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. | |||
2024.11.12 | 1. The Company’s consolidated financial statements for the third quarter of 2024 |
V |
None |
2. The company’s 2025 annual audit plan |
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. | |||
2024.12.25 | 1. FY2025 business plan and consolidated budget of the Company and its subsidiaries |
V |
None |
2. The assessment and appointment of the company’s accountants |
V |
None | |
3. The Company’s “Operational Measures for Sustainability Information Management” and “Operating Procedures for the Preparation and Verification of Sustainability Reports” were newly established |
V |
None | |
4. Amendment to the Company’s “Computer Circulation” bill |
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 Risk and Investment Decision-Making 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 Remuneration Committee, from June 20, 2023 to June 19, 2026, has met 9 times so far, and the members have attended the following meetings:
| Name | Attendance |
|---|---|
Chen, Shuei-Jin |
9 |
Shi, Kun-He |
9 |
Huang, Chen-Yen |
9 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution | The Company's response to the Remuneration Committee’s opinion | |
|---|---|---|---|---|
2024.03.12 | 2023 Remuneration Committee Performance Self-Evaluation Report |
This case is reported |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. | |
The Company’s 2023 directors’ remuneration and employee remuneration 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. | ||
2024.06.20 | Report on the important remuneration and bonus system |
This case is reported |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. | |
1. The company is in charge of the change case 2. The promotion of the company’s supervisor 3. Change of supervisor of subsidiary |
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 | ||
2024.08.21 | The Company’s 2024 annual salary adjustment and bonus payment case 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. | |
2024.11.12 | 1. Subsidiary supervisor change case 2. Change of supervisor of subsidiary 3. Bonus remuneration of subsidiary 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. | |
2024.12.25 | The year-end bonus 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 Risk and Investment Decision-Making 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: from June 20, 2023 to June 19, 2026, has met 5 times so far, and the members have attended the following meetings:
| Name | Attendance |
|---|---|
Chen, Shuei-Jin |
5 |
Shi, Kun-He |
5 |
Huang, Chen-Yen |
5 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution |
|---|---|---|
2024.01.29 | 1. Case of newly established Subsidiary Company 2. Capital increase of subsidiaries | All members of the Committee agreed to adopt it |
2024.03.12 | 2023 Investment Risk Decision Committee Performance Self-Evaluation Report | This case is reported |
2024.06.20 | Case of proposing to obtain non-controlling interests in Subsidiary Company | All members of the Committee agreed to adopt it |
2024.12.25 | 1. Annual report on the implementation results of the Company’s risk management policy 2. The company’s Indonesia localization production progress report | This case is reported |
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 Risk and Investment Decision-Making 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
| Name | Attendance |
|---|---|
Chen, Shuei-Jin |
3 |
Shi, Kun-He |
3 |
Huang, Chen-Yen |
3 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution |
|---|---|---|
2024.03.12 | 2023 Nominating Committee Performance Self-Evaluation Report |
This case is reported |
2024.12.25 | Report on the Company’s review of the qualifications of independent directors |
This case is reported |
The term of office of the Nomination Committee, from June 20, 2023 to June 19, 2026, has met three times so far, and the members are present as follows:
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 2024 are summarized as follows:
| Date | Attendees | Communication Focus | Result |
|---|---|---|---|
2024/3/12 |
Independent Director: Chen Shuijin Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2024 Annual Audit Work Report |
Approved for recordation |
2024/5/10 |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2024 Annual Audit Work Report |
Approved for recordation |
2024/8/21 |
Independent Director: Chen Shuijin Independent Director Shi Kunhe Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2024 Annual Audit Work Report |
Approved for recordation |
2024/11/12 |
Independent Director: Chen Shuijin Independent Director Shi Kunhe Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2024 Annual Audit Work Report 2025 audit plan |
Granted for reference Adopted as it was written |
| Date |
|---|
2021.03.16 |
Attendees |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
Communication Focus |
Internal Audit compliance implementation report of 2020 |
Result |
Approved for recordation |
| Date |
|---|
2021.05.11 |
Attendees |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
Communication Focus |
Internal Audit compliance implementation report of 2020 |
Result |
Approved for recordation |
| Date |
|---|
2021.08.18 |
Attendees |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
Communication Focus |
Internal Audit compliance implementation report of 2020 |
Result |
Approved for recordation |
| Date |
|---|
2021.11.09 |
Attendees |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
Communication Focus |
Internal Audit compliance implementation report of 2020 |
Result |
Approved for recordation |
| Date |
|---|
2021.12.23 |
Attendees |
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
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 2024 are summarized as follows:
| Date | Communication Focus | Result |
|---|---|---|
2024/3/12 | 1. 2023年度營業報告書及合併財務報告案 |
Adopted as it was written Granted for reference |
2024/5/10 | Consolidated Financial Report for Q1 2024 |
Approved as proposed |
2024/8/21 | 1. 2024年第2季合併財務報告案 |
Adopted as it was written Granted for reference |
2024/11/12 | Consolidated Financial Report for the Third Quarter of 2024 |
Adopted as it was written Granted for reference |