CH. 3 Corporate Governance
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3.1.2
Board of Directors and Functional Committees
The Board of Directors is the highest-ranked decision-
making team in the Corporation, and it is responsible for
designing the structure of corporate governance. Besides
being responsible for the overall operational strategies, it also
supervises the implementation results of decisions from the
senior management.
The directors and managers should have the highest level
of morals and ethical standards, and for this purpose, the
Company has established the "Business Code of Conduct
for Directors and Managers," which regulates the obligations
that these individuals should exercise as ethical managers
while carrying out their responsibilities, and should not harm
company benefits because of personal or other groups'
benefits. Concurrently, this Code also regulates that when
a director's personal interests are involved, he/she should
voluntarily abstain from the matter and should not exercise
voting rights on behalf of other directors. To allow more solid
implementations of supervisory, auditing, and management
functions of the Board, and to solidify the internal control
system, information security, and risk management
mechanisms, the Company has established three functional
committees, which are “Corporate Governance Committee,”
"Audit Committee,“ and :Remuneration Committee,“ to
enhance the quality and effectiveness of decisions. At
the same time, we strive to formulate a healthy corporate
governance culture by using the strategies of “strengthening
the supervision of the Board,'' enhance management structure
of the Company,'' “solidify internal control system,” “implement
risk management”, “ implement information disclosure”, and
“establish corporate self-governing standards.”
Name of the Committee Primary Functions
Number of Members
Number of Meetings Held
Corporate Governance
Committee
Responsible of planning the operational
mechanism of corporate governance, including
reviewing operational effectiveness, disclosing
management information, controlling the
reliability of quality, controlling the Company's
risk factors, maintaining stakeholders'
benefits, enhancing return on investment for
shareholders, and supervising tasks pertaining
to CSR etc.
Members: Bing Shen
(Coordinator), John T.
Yu, John H. Lin, Michael
Yang (appointed in
March 2016), Takao
Kamiji (released of duty
in March 2016), Teng-
Yaw Yu, Quintin Wu,
Yancey Hai, Cheng-Yun
Koo, Wen-Yen Pan
Held 3 meetings in 2015, with
83% attendance rate
Audit Committee
Voluntarily formed Audit Committee in 2014
to supervise the Company's fair presentation,
appointment (and termination), independence
and performance of CPA, effective
implementations of internal control, and
compliance of relevant laws and regulations as
well as the control of existing or potential risks.
Members: Johnny Shih
(Coordinator), Jack J.T.
Huang, Frank L. S. Fan
Held 5 meetings in 2015, with
100% attendance rate
Remuneration
Committee
The Remuneration Committee, established
in 2011, is responsible of professionally and
objectively evaluating the Company Directors
and Managers' compensations according
to remuneration policies and structure, and
proposing suggestions to the Board to serve as
reference during its decision-making. This will
lead the Company's financial status toward the
overall benefits of the organization, and will be a
positive impact toward the stringent executions
of the corporate governance.
Members: Johnny Shih
(Coordinator), Jack J.T.
Huang, Frank L. S. Fan
Held 3 meetings in 2015, with
100% attendance rate
