Audit Committee
To strengthen the functions of the Board of Directors, the Company’s internal control mechanisms, and overall operational effectiveness, the Company established the Audit Committee on June 15, 2016, upon approval by the Board of Directors. The Audit Committee is composed entirely of independent directors, and at least one member shall possess expertise in accounting or finance. The term of office for the independent directors serving on the Committee is three years, and they may be re-elected for consecutive terms.
The company's Audit Committee is composed of 4 independent directors. At least one meeting is held per quarter.
The responsibilities of the Audit Committee are as follows:
The company's Audit Committee is composed of 4 independent directors. At least one meeting is held per quarter.
The responsibilities of the Audit Committee are as follows:
- 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.
- Reviewing various risk management policies.
- Reviewing the adequacy of the risk management framework.
- Review the early warning and response measures for major risk management issues and supervise improvement mechanisms.
- Regularly report to the board on the status of risk management implementation.
- Any other material matter so required by the company or the Competent Authority.
Audit Committee Charter ![Functional Committee]( "Functional Committee")
Audit Committee Member Profiles
The Company’s 4th Audit Committee serves a term of office from June 19, 2025 to June 18, 2028.
| Name | Education and Professional Experience | Current Position |
| Independent Director Ben Chang (Convener / Chairperson) | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation |
| Independent Director George Chou | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation Independent Director, G.M.I Technology Inc. Representative of the Corporate Director, Information Technology Total Services |
| Independent Director David Wang | Master of Science in Computer Science, Northern Illinois University Board Member, Taipei American School Vice President, Unison Company Ltd. Executive Supervisor, Make-A-Wish Taiwan | Independent Director, Standard Foods Corporation Chairman and CEO, Taiwan Medical Supply, Inc. Director, Lifeline Association Taipei Special consultant to the regional director, Rotary International 3522 |
| Independent Director Susan Lin | Master of Science in Electrical Engineering, Columbia University Oversaw AEA’s private equity investment fund operations in Asia CEO, Morgan Stanley Taiwan Managing Director, Goldman Sachs (Asia) | Independent Director, Standard Foods Corporation Partner at EverYi Capital Independent Director, Alexander Marine Co., Ltd. |
Annual Key Focus Areas of the Audit Committee
Review of Financial Reports
The Board of Directors prepared the Company’s 2025 Annual Business Report, financial statements, and earnings distribution proposal. The financial statements were audited by Deloitte & Touche, and an audit report was issued accordingly.
★ The above-mentioned Annual Business Report, financial statements, and earnings distribution proposal were reviewed by the Audit Committee, and no discrepancies were identified.
Review of the Effectiveness of the Internal Control System
The Audit Committee evaluates the effectiveness of the Company’s internal control system policies and procedures, including control measures related to finance, operations, risk management, legal compliance, and other relevant areas. The Committee also periodically reviews reports from the Company’s internal audit department, external auditors, and management, including reports related to risk management and legal compliance.
★ The Audit Committee considers the Company’s risk management and internal control systems to be effective. The Company has implemented necessary control mechanisms to oversee its operations.
Evaluation of the Appointment of External Auditors
To ensure the independence, professionalism, and suitability of the external audit firm, the Audit Committee is responsible for overseeing the external auditors to ensure the quality and integrity of the Company’s financial statements.
★ Prior to the issuance of the Audit Quality Indicators (AQI) Report by Deloitte & Touche, the report was presented to and fully discussed with the Audit Committee. The report was approved at the 6th meeting of the 4th Audit Committee held on March 12, 2026, and was provided to the Board of Directors as a reference for evaluating the independence and suitability of the appointed accountants. The evaluation results met all applicable criteria.
★ The above-mentioned Annual Business Report, financial statements, and earnings distribution proposal were reviewed by the Audit Committee, and no discrepancies were identified.
Review of the Effectiveness of the Internal Control System
The Audit Committee evaluates the effectiveness of the Company’s internal control system policies and procedures, including control measures related to finance, operations, risk management, legal compliance, and other relevant areas. The Committee also periodically reviews reports from the Company’s internal audit department, external auditors, and management, including reports related to risk management and legal compliance.
★ The Audit Committee considers the Company’s risk management and internal control systems to be effective. The Company has implemented necessary control mechanisms to oversee its operations.
Evaluation of the Appointment of External Auditors
To ensure the independence, professionalism, and suitability of the external audit firm, the Audit Committee is responsible for overseeing the external auditors to ensure the quality and integrity of the Company’s financial statements.
★ Prior to the issuance of the Audit Quality Indicators (AQI) Report by Deloitte & Touche, the report was presented to and fully discussed with the Audit Committee. The report was approved at the 6th meeting of the 4th Audit Committee held on March 12, 2026, and was provided to the Board of Directors as a reference for evaluating the independence and suitability of the appointed accountants. The evaluation results met all applicable criteria.
Important Resolutions
Remuneration Committee
To implement a rational compensation system and safeguard shareholders’ interests, in accordance with the Securities and Exchange Act, the Board of Directors of the Company resolved on December 16, 2011 to establish the Remuneration Committee. The members of the Committee are appointed by resolution of the Board of Directors and shall consist of three members, with a majority of them being independent directors. The Company’s Remuneration Committee is composed of three independent directors and convenes at least twice a year.
The members of the Committee shall, with the care of a prudent manager, faithfully perform the following duties, be accountable to the Board of Directors, and submit their recommendations to the Board for discussion：
Remuneration Committee Member Profiles
The Company’s 6th Remuneration Committee serves a term of office from June 19, 2025 to June 18, 2028.
The members of the Committee shall, with the care of a prudent manager, faithfully perform the following duties, be accountable to the Board of Directors, and submit their recommendations to the Board for discussion：
- Periodically review these Rules and propose amendments as necessary.
- Establish and periodically review the performance evaluation standards, annual and long‑term performance goals, and the policies, systems, criteria, and structure of compensation for directors and managerial officers, and disclose the performance evaluation standards in the annual report.
- Periodically assess the achievement of performance goals by directors and managerial officers and determine the content and amount of their individual compensation based on the results of the performance evaluations. The annual report shall disclose the individual performance evaluation results of directors and managerial officers, as well as the content and amount of their individual compensation, and the correlation and reasonableness between such compensation and the performance evaluation results.
Remuneration Committee Charter ![Functional Committee]( "Functional Committee")
Remuneration Committee Member Profiles
The Company’s 6th Remuneration Committee serves a term of office from June 19, 2025 to June 18, 2028.
| Name | Education and Professional Experience | Current Position |
| Independent Director George Chou (Convener / Chairperson) | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation Independent Director, G.M.I Technology Inc. Representative of the Corporate Director, Information Technology Total Services |
| Independent Director Ben Chang | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation |
| Independent Director David Wang | Master of Science in Computer Science, Northern Illinois University Board Member, Taipei American School Vice President, Unison Company Ltd. Executive Supervisor, Make-A-Wish Taiwan | Independent Director, Standard Foods Corporation Chairman and CEO, Taiwan Medical Supply, Inc. Director, Lifeline Association Taipei Special consultant to the regional director, Rotary International 3522 |
Important Resolutions
Nomination Committee
To enhance the functions of the Board of Directors and strengthen the management mechanisms, the Board resolved on June 19, 2025, to establish the Nomination Committee. The committee shall be composed of at least three directors appointed by the Board, with a majority of the members being independent directors.
The Company’s Nomination Committee is composed of three independent directors and convenes at least twice a year.
The Committee, under the authorization of the Board, shall exercise the care of a prudent person and faithfully perform the following functions. The recommendations proposed by the Committee shall be submitted to the Board for consideration:
The Company’s Nomination Committee is composed of three independent directors and convenes at least twice a year.
The Committee, under the authorization of the Board, shall exercise the care of a prudent person and faithfully perform the following functions. The recommendations proposed by the Committee shall be submitted to the Board for consideration:
- Establish the criteria for the professional knowledge, skills, experience, gender diversity, and independence required of members of the Board, independent directors, and senior executives, and, based on such criteria, identify, review, and nominate candidates for directors, independent directors, and senior executives.
- Develop and enhance the organizational structure of the Board of Directors and each committee; conduct performance evaluations of the Board, its committees, individual directors, and senior executives; and assess the independence of independent directors.
- Establish and periodically review the director training program as well as the succession plans for directors and senior executives.
- Establish the Company’s Corporate Governance Best Practice Principles.
Nomination Committee Charter ![Functional Committee]( "Functional Committee")
Nomination Committee Member Profiles
The Company's 1st Nomination Committee serves a term from June 19, 2025, to June 18, 2028.
| Name | Education and Professional Experience | Current Position |
| Independent Director Ben Chang (Convener / Chairperson) | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation |
| Independent Director George Chou | Master of Science in Statistics, National Chengchi University Independent Director, Raydium Semiconductor Corporation Independent Director, Pegatron Corporation Representative, the Corporate Director, Polytronics Technology Corporation | Independent Director, Standard Foods Corporation Independent Director, G.M.I Technology Inc. Representative of the Corporate Director, Information Technology Total Services |
| Independent Director David Wang | Master of Science in Computer Science, Northern Illinois University Board Member, Taipei American School Vice President, Unison Company Ltd. Executive Supervisor, Make-A-Wish Taiwan | Independent Director, Standard Foods Corporation Chairman and CEO, Taiwan Medical Supply, Inc. Director, Lifeline Association Taipei Special consultant to the regional director, Rotary International 3522 |
Important Resolutions
Sustainability Development Committee
To promote and implement corporate governance, develop a sustainable environment, safeguard social welfare, and enhance the disclosure of corporate sustainability information with the aim of achieving sustainable operations, the Board of Directors resolved on May 11, 2023, to establish the “Sustainable Development Committee.” The Committee consists of three members, including one board member.
Under the Committee’s functional responsibilities, six working groups have been established: "Environmental Sustainability Team,""Employee Care Team,""Social Care Team,""Corporate Governance Team,""Food Safety Team,"and"Supplier ManagementTeam." The head of each team is led by a senior executive from the respective department.
Each team actively promotes and implements various initiatives, holds regular annual meetings to jointly review implementation effectiveness, and strengthens communication with stakeholders. Relevant plans and targets are adjusted in a timely manner with the aim of creating win-win outcomes for stakeholders and achieving the Company’s sustainability objectives.
The responsibilities of the Sustainability Development Committee are as follows:：Under the Committee’s functional responsibilities, six working groups have been established: "Environmental Sustainability Team,""Employee Care Team,""Social Care Team,""Corporate Governance Team,""Food Safety Team,"and"Supplier ManagementTeam." The head of each team is led by a senior executive from the respective department.
Each team actively promotes and implements various initiatives, holds regular annual meetings to jointly review implementation effectiveness, and strengthens communication with stakeholders. Relevant plans and targets are adjusted in a timely manner with the aim of creating win-win outcomes for stakeholders and achieving the Company’s sustainability objectives.
- Formulating the Company’s sustainability development policies.
- Establishing goals, policies, and implementation plans in accordance with the responsibilities of the six functional teams.
- Supervising the operation of each functional team, ensuring the promotion and execution of sustainability initiatives, as well as reviewing performance and tracking improvements.
- Monitoring issues of concern to various stakeholders—including shareholders, customers, suppliers, consumers, employees, government agencies, non-profit organizations, communities, and the media—and overseeing related communication plans.
- Reviewing the sustainability report.
- Reporting to the Board of Directors on a regular basis.
- Making decisions on other matters related to sustainability development.
Sustainability Development Committee Charter ![Functional Committee]( "Functional Committee")
Sustainability Development Committee Member Profiles
The Company's 2nd Sustainability Development Committee serves a term from June 19, 2025, to June 18, 2028.
| Title | Capacity | Name | Professional Expertise and Knowledge |
| Convener / Chairperson | Director Chief Executive Officer | Arthur Tsao |
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| Member | Director of Sustainability Department | Angela Chen |
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| Member | Chief Financial Officer | Lynn Lee |
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Committee Meetings
- The Sustainability Development Committee of the Company is composed of three members.
- The term of office of the 2nd Committee: from June 19, 2025 to June 18, 2028.
- In 2025, four meetings were convened, and the discussion topics were as follows:
| Date | Discussion Topics |
| Feb. 06, 2025 |
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| Apr. 25, 2025 |
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| Jul. 18, 2025 |
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| Oct. 28, 2025 |
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- Reports to the Board of Directors
The Company’s Sustainability Development Committee regularly reports its operations to the Board of Directors. The Board of Directors reviews the effectiveness and progress of strategy implementation based on these reports and, when necessary, directs the management team to make appropriate adjustments.
Matters recently reported to the Board of Directors are as follows:
| Date of the Board Meeting | Reporting matters |
| Mar. 11, 2025 | In accordance with the GRI Standards for sustainability reporting, material topics identified and prioritized through the materiality assessment process are submitted to the Board of Directors for prioritized disclosure in the Sustainability Report. |
| Aug. 07, 2025 |
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| Nov. 12, 2025 |
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 Directors’feedback and opinions | The directors have not made any major adjustment to the promotion of sustainable development. The general advice is as follows:
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